UNITED STATES OF AMERICA
   BEFORE FEDERAL TRADE COMMISSION

                             In the Matter of

                 LAWYERS TITLE CORPORATION, a corporation.

                                 Docket No.

                                 COMPLAINT

   Pursuant to the provisions of the Federal Trade Commission Act and of
   the Clayton Act, and by virtue of the authority vested in it by said
   Acts, the Federal Trade Commission ("Commission"), having reason to
   believe that respondent Lawyers Title Corporation ("LTC"), a
   corporation subject to the jurisdiction of the Commission, directly
   and through one of its subsidiaries, has entered into an agreement for
   the acquisition of certain assets that constitutes a violation of
   Section 5 of the Federal Trade Commission Act, as amended (15 U.S.C.
   ' 45); and that such acquisition, if consummated, would constitute a
   violation of Section 7 of the Clayton Act, as amended (15 U.S.C. ' 18)
   and Section 5 of the Federal Trade Commission Act; and it appearing to
   the Commission that a proceeding by it in respect thereof would be in
   the public interest, hereby issues its complaint, pursuant to Section
   11 of the Clayton Act (15 U.S.C. ' 21) and Section 5(b) of the Federal
   Trade Commission Act, (15 U.S.C. ' 45(b)), stating its charges as
   follows:

                               I. DEFINITIONS

   1. For the purposes of this complaint, the following definitions
   apply:

     A. "Respondent" or "LTC" means Lawyers Title Corporation, its
     directors, officers, employees, agents, representatives,
     predecessors, successors, and assigns; its subsidiaries, divisions,
     groups and affiliates controlled by Lawyers Title Corporation, and
     the respective directors, officers, employees, agents,
     representatives, successors, and assigns of each.

     B. "Reliance Group" means Reliance Group Holdings, Inc., its
     directors, officers, employees, agents, representatives,
     predecessors, successors, and assigns; its subsidiaries, divisions,
     groups and affiliates controlled by Reliance Group Holdings, Inc.,
     and the respective directors, officers, employees, agents,
     representatives, successors, and assigns of each.

     C. "Title plant" means a privately owned collection of records

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                             In the Matter of

                 LAWYERS TITLE CORPORATION, a corporation.

                             File No. 971-0115

                     AGREEMENT CONTAINING CONSENT ORDER

   The Federal Trade Commission ("Commission"), having initiated an
   investigation of the acquisition by Lawyers Title Corporation ("LTC")
   of certain assets of Reliance Group Holdings, Inc. ("Reliance"), and
   it now appearing that LTC, hereinafter sometimes referred to as
   "proposed respondent," is willing to enter into an agreement
   containing an order to divest certain assets, and to cease and desist
   from making certain acquisitions, and providing for other relief:

   IT IS HEREBY AGREED by and between proposed respondent, by its duly
   authorized officers and attorney, and counsel for the Commission that:

   1. Proposed respondent LTC is a corporation organized, existing and
   doing business under and by virtue of the laws of the Commonwealth of
   Virginia with its office and principal place of business located at
   6630 West Broad Street, Richmond, Virginia 23230.

   2. Proposed respondent admits all the jurisdictional facts set forth
   in the draft of complaint here attached.

   3. Proposed respondent waives:

     a. any further procedural steps;

     b. the requirement that the Commission's decision contain a
     statement of findings of fact and conclusions of law;

     c. all rights to seek judicial review or otherwise to challenge or
     contest the validity of the order entered pursuant to this
     agreement; and

     d. any claim under the Equal Access to Justice Act.

   4. Proposed respondent shall submit, within thirty (30) days of the
   date this agreement is signed by proposed respondent and every thirty
   (30) days thereafter until this order becomes final, a report pursuant
   to Section 2.33 of the Commission's Rules, signed by the proposed
   respondent, setting forth in detail the manner in which the proposed

                     Analysis of Proposed Consent Order
                           To Aid Public Comment

   The Federal Trade Commission has accepted, subject to final approval,
   an agreement containing a proposed Consent Order from Lawyers Title
   Corporation ("LTC"), which is designed to remedy the anticompetitive
   effects arising from LTC's acquisition of the title insurance
   operations of Reliance Group Holdings, Inc. ("Reliance Group"),
   including Reliance Group's indirect subsidiaries Commonwealth Land
   Title Insurance Company and Transnation Title Insurance Company
   (collectively "Commonwealth"). Under the terms of the agreement LTC
   will be required to divest certain assets known as "title plants" in
   twelve counties or local jurisdictions in various parts of the United
   States. Title plants are privately owned collections of records and/or
   indices that are used by abstractors, title insurers, title insurance
   agents, and others to determine ownership of and interests in real
   property in connection with the underwriting and issuance of title
   insurance policies and for other purposes.

   The proposed Consent Order has been placed on the public record for 60
   days so that the Commission may receive comments from interested
   persons. Comments received during this period will become part of the
   public record. After 60 days, the Commission will again review the
   agreement and the comments received, and will decide whether it should
   withdraw from the agreement or make final the agreement's proposed
   order.

   On August 20, 1997, LTC entered into an agreement to acquire the title
   insurance operations of Reliance Group in exchange for consideration
   to Reliance Group valued at approximately $456 million, consisting of
   cash, a minority voting interest in LTC, and additional non-voting
   convertible preferred shares of LTC. The proposed Complaint alleges
   that the acquisition, if consummated, would constitute a violation of
   Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section
   5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, in
   local markets for title plant services in the following counties or
   local jurisdictions in the United States: Washington, D.C.; Brevard
   County, Florida; Broward County, Florida; Clay County, Florida; Indian
   River County, Florida; Pasco County, Florida; St. Johns County,
   Florida; St. Lucie County, Florida; Ingham County, Michigan; Oakland
   County, Michigan; Wayne County, Michigan; and St. Louis City & County,
   Missouri.

   Title plants are privately-owned collections of title information
   obtained from public records that can be used to conduct title
   searches or otherwise ascertain information concerning ownership of or
   interests in real property. Title plants typically contain summaries
   or copies of public records or documents (often in a format that is