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                                                                 Exhibit 10.1(a)


                              TERMINATION AGREEMENT
                                       AND
                           GENERAL WAIVER AND RELEASE


This AGREEMENT (hereinafter referred to as "Agreement") is made and entered into
effect this 16th day of February 1999, by and between MIKE KELLER (hereinafter
referred to as "EMPLOYEE") and CHICAGO TITLE AND TRUST COMPANY (hereinafter
referred to as "EMPLOYER").

                                    RECITALS

A.       EMPLOYEE is currently employed by EMPLOYER as Executive Vice President.

B.       EMPLOYER has decided to terminate EMPLOYEE'S employment relationship.

C.       EMPLOYER desires to offer EMPLOYEE certain incentives to cooperate and
         assist in the orderly transition of his duties.

D.       During the course of his employment, EMPLOYEE has become familiar with
         certain confidential information of EMPLOYER which is exceptionally
         valuable to EMPLOYER and vital to the success of its business.

E.       EMPLOYER wishes to protect its confidential information and other
         interests, and EMPLOYEE has agreed to the restrictions contained in
         this Agreement in consideration of the payments to be made to EMPLOYEE
         hereunder.

F.       The parties wish to avoid any controversy, dispute or differences or
         any litigation between them and wish to fully settle any and all
         possible issues, claims or causes of action that have been raised or
         could be raised by EMPLOYEE against EMPLOYER, and of fully settling and
         compromising any and all issues, claims or causes of action that
         EMPLOYEE has, or may have, or may claim to have, against EMPLOYER
         arising out of, or in any way related to, EMPLOYEE's employment and/or
         termination of employment with EMPLOYER: and the EMPLOYER will waive
         claims for certain known actions of EMPLOYEE.
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NOW, THEREFORE, in consideration of the monies, mutual promises and mutual
covenants contained herein, the parties agree as follows:

1.       Effective upon a date to be determined by the Chief Executive Officer,
         but no later than March 8, 1999, EMPLOYEE will be relieved of his
         responsibilities as Executive Vice President.

2.       EMPLOYER shall pay EMPLOYEE a lump sum payment representing the amount
         of EMPLOYEE'S unpaid but earned vacation time through March 8, 1999,
         less all applicable state and federal taxes and other withholdings plus
         those items identified as "Earned Compensation as of February 16, 1999"
         on Schedule A attached hereto.

3.       After EMPLOYEE is relieved of his responsibilities, EMPLOYER will pay
         EMPLOYEE a lump sum payment representing any proper and reasonable
         business expenses EMPLOYEE incurred prior to the date he is relieved of
         his responsibilities. Said lump sum payment will be calculated pursuant
         to applicable policies and procedures of EMPLOYER, provided that
         EMPLOYEE submits an expense report not later than ten (10) business
         days after the date he is relieved of his responsibilities. Said lump
         sum payment shall be paid not later than ten (10) business days of
         submission of an expense

4.       In consideration of, and in exchange for: (a) EMPLOYEE's signing this
         Agreement within twenty-one (21) days of February 16, 1999, without
         revocation within the subsequent seven (7) day revocation period
         described in Section 18; (b) EMPLOYEE's waiver and release of all
         claims or causes of action against EMPLOYER, as set forth in Section 4
         of this Agreement; (c) EMPLOYEE's agreement to the restrictions
         contained in this Agreement ; (d) EMPLOYEE's covenant not to sue
         EMPLOYER, EMPLOYER agrees to provide to EMPLOYEE the following:

         4.1      Continued participation as an employee in EMPLOYER'S employee
                  welfare and retirement benefit plans, including but not
                  limited to participating in EMPLOYER'S flexible spending
                  account, and group health, dental, life and disability
                  benefits at such premium rates paid by other employees in
                  EMPLOYEE'S salary range by continuing to make any applicable
                  employee contributions through payroll deductions through
                  March 31, 1999.

         4.2      Six (6) monthly payments in the amount of $18,750 per month,
                  to be paid at the end of each month beginning in April 1999
                  and continuing through September 1999, for a total payment of
                  $112,500, which represents an amount equal to one-half of
                  EMPLOYEE'S annual base pay at the time of termination.
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         4.3      Payment in respect of 1500 units granted upon your hiring for
                  the 1997 cycle in the Long Term Incentive Plan of 1995, which
                  payment is scheduled for February 2000. The current estimated
                  value of those units is $633,759 less legally required
                  withholdings. The value of these units will be fixed following
                  the completion of the audit of the Company's 1998 earnings and
                  will be communicated to the EMPLOYEE immediately thereupon.

         4.4      Payment into the Company's Savings and Profit-sharing Plan in
                  late March 1999 in respect of the profit-sharing contribution
                  attributable to 1998 financial performance.

         4.5      Reimbursement of COBRA costs for the EMPLOYEE'S contribution
                  to the Company's COBRA eligible plans for a period of twelve
                  (12) months, beginning April 1999 and continuing through March
                  2000, unless employed and eligible for other group benefits
                  coverage prior to the end of March 2000.

         4.6      Full executive outplacement services to be provided by DP
                  Baiocchi, Associates, Inc., a Chicago-based career and
                  outplacement counseling support services firm.

         After March 31, 1999, the parties agree that EMPLOYEE shall not be
         deemed an employee of EMPLOYER for any reason, including but not
         limited to worker's compensation, benefits, and third party liability.
         EMPLOYER agrees that it shall not contest any claim for unemployment
         compensation benefits made by the EMPLOYEE with the Illinois Department
         of Employment Security.

         In the event of EMPLOYEE's death prior to March 8, 1999, the severance
         payments that would have been paid to EMPLOYEE under Section 4 above
         shall be paid to EMPLOYEE's beneficiary or estate.

         EMPLOYEE acknowledges that the payments and benefits, described above
         in Sections 4.1 through 4.6 are payments and benefits he would not
         normally receive and are in full satisfaction and release of any and
         all claims he has or may claim to have against EMPLOYER arising out of
         his employment and/or his transfer to inactive employment status and/or
         his termination from employment with EMPLOYER including any and all
         claims for bonus, benefits or compensation.

5.       EMPLOYEE, on behalf of himself and his heirs, executors,
         administrators, attorneys and assigns, irrevocably and unconditionally
         forever releases, discharges and covenants not to sue EMPLOYER, its
         parent company, subsidiaries, divisions, and affiliates, whether direct
         or indirect, its and their joint ventures, and joint venturers, its and
         their successor companies,
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         and all of its and their owners, shareholders, divisions, subdivision,
         affiliates, assigns, agents, directors, officers, employees,
         representatives, attorneys, and all other persons acting by, through,
         under or in connection with them, and each of their respective
         successors and assigns (hereinafter collectively referred to as
         ("Releasees"), from any and all known and unknown actions, causes of
         action, claims, damages, punitive damages, suits, obligations,
         agreements, attorneys' fees and any other liabilities of any kinds
         whatsoever which have or could be asserted against EMPLOYER or
         Releasees, arising out of or related to EMPLOYEE's employment with
         and/or transfer to inactive employment status with and/or termination
         and/or retirement from employment with EMPLOYER and/or any other
         occurrence up to and including the date of this Agreement, including
         but not limited to:

         (a)      claims, actions, causes of action or liabilities arising under
                  Title VII of the Civil Rights Act of 1964, as amended, the Age
                  Discrimination in Employment Act, as amended, the Employee
                  Retirement Income Security Act, as amended, the Rehabilitation
                  Act of 1973, as amended, the Americans with Disabilities Act,
                  as amended, the Family and Medical Leave Act, as amended,
                  and/or any other federal, state or municipal employment
                  discrimination statutes (including, but not limited to, claims
                  based on age, sex attainment of benefit plan rights, race,
                  religion, national origin, marital status, sexual orientation,
                  ancestry, harassment, parental status, handicap, disability,
                  retaliation, and veteran status); and/or

         (b)      claims, actions, causes of action or liabilities arising under
                  any other federal, state, or local statute, law, ordinance or
                  regulation; and/or

         (c)      any other claim whatsoever including, but not limited to,
                  claims for severance pay, benefits, claims based upon breach
                  of contract, wrongful termination, defamation, intentional
                  infliction of emotional distress, tort, personal injury,
                  invasion of privacy, violation of public policy, negligence
                  and/or any other common law, statutory or other claim
                  whatsoever arising out of or relating to EMPLOYEE's employment
                  with and/or separation from employment with EMPLOYER or from
                  any other event to the date this Agreement, but excluding any
                  claims or actions which by law cannot be waived.

         EMPLOYEE covenants and agrees never to institute any suit, complaint or
         action, at law or in equity, in any court of the United States or any
         state, county or municipality thereof or before any other tribunal,
         public or private, against EMPLOYER or Releasees, or in any way
         voluntarily to aid in the institution or prosecution of any suit,
         action or claim of any kind, or any other kind of relief, arising from
         any matter arising from his
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         employment with EMPLOYER or any other occurrences to the date of this
         Agreement, and hereby waives any right to recover any monetary relief
         as a result of any such proceeding or any proceeding on his behalf.

         EMPLOYEE further waives, releases, and discharges EMPLOYER and
         Releasees from any reinstatement rights which he may have or could have
         and agrees not to seek employment with EMPLOYER and/or any of the other
         Releasees. EMPLOYEE acknowledges that he has not suffered any
         on-the-job injury for which he has not already filed a claim.

         EMPLOYEE specifically acknowledges and agrees that this release and
         covenants not to sue is made voluntarily and knowingly and without any
         duress or coercion of any kind. The release is not intended to waive
         claims or rights which by law cannot be waived, including the right to
         file an administrative charge of discrimination, nor is it intended to
         waive any claims alleging a violation of the Agreement by EMPLOYER.

         EMPLOYEE FURTHER UNDERSTANDS THAT THIS RELEASE AND COVENANT NOT TO SUE
         INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

         In the same manner, Releasees waive any and all claims against EMPLOYEE
         for EMPLOYEE'S actions KNOWN to any Executive officers, as defined by
         the SEC, of Chicago Title Corporation on the date hereof and covenant
         not to sue EMPLOYEE for any said actions.

6.       EMPLOYEE agrees that he will cooperate fully and lend reasonable
         assistance to EMPLOYER and any of its employees, officers, or agents
         with regard to any measures of company matters with which he was
         involved or had knowledge about or interest in and that he will be
         available for consultation with EMPLOYER during the period from the
         date EMPLOYEE is relieved of his responsibilities until February 29,
         2000 at such reasonable times mutually agreed upon by EMPLOYER and
         EMPLOYEE. EMPLOYER shall reimburse EMPLOYEE for reasonable expenses
         incurred in connection with such consultation upon submission by
         EMPLOYEE of proof of same.

7.       EMPLOYEE acknowledges and agrees that during the time of his active
         employment, he advised and worked on matters involving EMPLOYER which
         may result in controversy, dispute or litigation. With respect to such
         transactions, and any other matters in which he may become a witness
         for EMPLOYER or may otherwise be required to participate in claims or
         litigation with respect thereto, EMPLOYEE agrees that he will fully
         cooperate with and lend reasonable assistance to EMPLOYER at all times
         after signing this Agreement, including, but not limited to,
         investigation, preparation and assistance in defending or prosecuting
         any claims, as well
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         as appearance on EMPLOYER's behalf at trial, or otherwise. EMPLOYER
         shall reimburse EMPLOYEE for reasonable expenses incurred in connection
         with such cooperation and assistance upon submission by EMPLOYEE of
         proof of same. If such assistance is required after February 29, 2000,
         EMPLOYER shall also reimburse EMPLOYEE for EMPLOYEE'S time spent at a
         rate of $200.00 per hour.

8.       EMPLOYEE agrees not to directly or indirectly through employment or
         association with any other person or company, solicit the employment or
         engagement of any employees or agents of EMPLOYER or any of its
         subsidiaries for two years after termination of employment and EMPLOYEE
         will not, at any time, disclose any confidential information of
         EMPLOYER or its subsidiaries. In addition, EMPLOYEE will not solicit ,
         directly or indirectly, any person or company with whom EMPLOYEE or his
         direct reports had any communications on behalf of EMPLOYER, for any
         business within the title insurance business, or title related
         businesses, of EMPLOYER or any of its subsidiaries for one year after
         any termination of employment. However, at any time following
         termination by EMPLOYER, EMPLOYEE may elect to waive further payment of
         all severance benefits in Section 4 and, in return for that waiver, be
         released from this covenant not to compete.

9.       EMPLOYEE agrees that he will not any time disparage or defame the
         EMPLOYER, or any subsidiary or affiliate thereof, or any of its
         services, or any of its officers, directors, employees, or agents, to
         any current or future or past employees, customers, clients, vendors or
         suppliers of EMPLOYER and EMPLOYER agrees that it will not any time
         disparage or defame the EMPLOYEE.

10.      Letter of Recommendation. All oral inquires from prospective employers
         or others seeking references regarding EMPLOYEE shall be directed to
         the Director of Human Resources of EMPLOYER and shall be responded to
         as follows:

         " We would be pleased to provide you with a reference regarding Mr.
         Keller. However, it is the policy of Chicago Title and Trust Company
         that all reference requests be submitted in writing. Please send your
         request to Chicago Title and Trust Company in care of the Director of
         Human Resources and we will provide you with a letter of reference
         promptly".

         Upon receipt of such and all other written requests, EMPLOYER shall
         provide a mutually agreeable letter of reference in the form attached
         as Exhibit B hereto.

11.      EMPLOYEE agrees to keep the terms, conditions and amount of payments of
         this Agreement completely CONFIDENTIAL and will not
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         hereafter disclose any information concerning this Agreement to anyone,
         except that EMPLOYEE may discuss this Agreement with his attorneys,
         accountants, financial advisors and his family, but on the condition
         that any disclosures or breach of confidentiality by said attorneys,
         accountants, financial advisors, or his family; and with respect to
         Paragraph 8 only, prospective employers and employment advisors.
         EMPLOYER agrees to keep the terms, conditions and amount of payments of
         this Agreement completely CONFIDENTIAL and will not hereafter disclose
         any information concerning this Agreement to anyone, except that
         EMPLOYER may discuss this Agreement with its senior management
         employees, human resources employees and attorneys who have a need to
         know if its existence.

12.      As a material part of this Agreement, EMPLOYEE agrees to the following:

         12.1     Definition of Confidential Information. For the purposes of
                  this Agreement, the term "Confidential Information" shall
                  mean, but shall not be limited to, any technical or
                  non-technical data, formulae, patterns, compilations,
                  programs, devices, methods, techniques, processes, procedures,
                  improvements, manuals, financial data, lists of actual or
                  potential customers or suppliers of EMPLOYER, and any other
                  information regarding EMPLOYER's business that is not
                  generally known to the public through legitimate origins.
                  EMPLOYER and EMPLOYEE acknowledge and agree that such
                  Confidential Information is extremely valuable to EMPLOYER and
                  shall be deemed to be a "Trade Secret ". For the purposes of
                  this Section 12.1, such information is "not generally known to
                  the public through legitimate origins" if it is not generally
                  known to third parties who can obtain economic value from its
                  disclosure and use.

         12.2     Non-Disclosure of Confidential Information. EMPLOYEE will not,
                  in any form or matter, directly or indirectly, divulge,
                  disclose or communicate to any person, entity, firm,
                  corporation or any other third party, or utilize for
                  EMPLOYEE's personal benefit or for the benefit of any
                  competitor of EMPLOYER, any Confidential Information, unless
                  such disclosure is compelled by judicial or administrative
                  process.

         12.3     Delivery Upon Termination. EMPLOYEE will promptly deliver to
                  EMPLOYER all correspondence, manuals, letters, notes,
                  notebooks, reports, programs, plans, proposals, financial
                  documents, or any other documents or things concerning
                  EMPLOYER's customers, supplier network, marketing strategies,
                  products or processes and/or which contains Confidential
                  Information. Without limitation to the forgoing, EMPLOYEE
                  shall
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                  not be entitled to retain any Confidential Information in any
                  form, including electronic files, magnetic media or optical
                  media.

13.      Because of the EXTREME CONFIDENTIALITY and SENSITIVITY of this
         Agreement and its terms, EMPLOYEE further acknowledges and agrees that
         his breach of any of the covenants and agreements contained in this
         Agreement will result in IRREPARABLE INJURY to EMPLOYER for which there
         may be no adequate remedy at law. In the event of the breach or
         threatened breach of any of the restrictions, covenants or agreements
         in this Agreement by EMPLOYEE, EMPLOYER shall be immediately entitled
         to injunctive relief, both preliminary and final, enjoining and
         restraining such breach or threatened breach. Such remedy shall be in
         addition to all other remedies available at law or in equity. Such
         injunction shall be available to EMPLOYER without the posting of any
         bond or other security and EMPLOYEE hereby consents to the issuance of
         such injunction.

14.      EMPLOYEE further agrees that on the effective date he is relieved of
         his responsibilities with EMPLOYER, he will have delivered to EMPLOYER
         all customer or client lists, financial analyses, price information,
         documents, strategic plans, manuals, letters, notes, notebooks,
         reports, and any copies thereof, as well as any and all other
         confidential or proprietary information and any and all other
         materials, supplies, documents, information or equipment that he may
         have in his possession or under his control belonging to EMPLOYER, as
         defined in Section 12, above.


15.      All parties further agree that any provision of this Agreement that may
         at any time be prohibited or unenforceable by law shall be ineffective
         only to the extent and for the duration of such prohibition or
         unenforceability, and that any such prohibition of unenforceability
         shall not invalidate the remaining provisions of this Agreement.

16.      The Agreement shall be binding upon EMPLOYEE and EMPLOYEE's heirs,
         administrators, representatives, executors, successors, and assigns,
         and shall be binding on EMPLOYER and its successors and assigns.

17.      EMPLOYER denies that it has taken any improper action against EMPLOYEE
         in violation of any federal, state, or local law or common law
         principle. Both parties further agree that this Agreement shall not be
         admissible in any proceeding as evidence of any improper action by
         EMPLOYER (except to enforce to the terms thereof).

18.      EMPLOYEE agrees that he is entering into this Agreement voluntarily and
         with full knowledge of its significance. EMPLOYEE further acknowledges
         that this Agreement sets forth the entire agreement of parties and it
         shall
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         be final and binding as to all claims of causes of action which have
         been or could have been advanced on behalf of EMPLOYEE against
         EMPLOYER, and/or any other as set forth above, arising out of his
         employment and/or his transfer to inactive employment status and/or his
         termination and/or his voluntary resignation of employment with
         EMPLOYER.

19.      EMPLOYEE acknowledges and agrees that he has been advised (a) of his
         right to consult with an attorney as to the significance and meaning of
         this Agreement; (b) that he has twenty-one (21) days to consider this
         Agreement and seven (7) days after he executes it to revoke; (c) that
         if EMPLOYEE wishes to revoke this Agreement he must forward his timely
         written revocation to Ms. LaNette Zimmerman, at Chicago Title and Trust
         Company, 171 North Clark Street, Chicago, Illinois 60601; and (d) that
         this Agreement is executed without reliance upon any other statement or
         representation of the parties released.

20.      The parties agree that his Agreement shall be interpreted and governed
         by the laws of the State of Illinois.


THIS AGREEMENT sets forth the entire Agreement of the parties and shall be final
and binding as to all claims, allegations, charges, and causes of action which
have been or could have been advanced or raised on behalf on EMPLOYEE arising
out of his employment and/or his transfer to inactive employment status and/or
his termination and/or his retirement from employment with EMPLOYER.




AGREED TO BY:                               AGREED TO BY:

By:  Chicago Title & Trust Company          By: /s/ Michael J. Keller
     -----------------------------             -------------------------------
     Chicago Title Corporation
     -----------------------------

Name:  S. LaNette Zimmerman                 Name: Michael J. Keller
     -----------------------------             -------------------------------
Title:  Senior Vice President               Title: Executive Vice President
     -----------------------------             -------------------------------
Dated: 03/08/99                             Dated: 03/08/99
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