AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement) effective as of January 1, 2009 (the Effective Date), is between Investors Title Insurance
Company, a North Carolina corporation (the Company), and J. Allen Fine (Executive).

RECITALS:

WHEREAS,
Executive is presently the Chief Executive Officer of the Company and has made
and is expected to continue to make major contributions to the profitability,
growth and financial strength of the Company;

WHEREAS, the Company desired to
secure the services of the Executive for the future;

WHEREAS,
the parties hereto previously entered into that certain Employment Agreement
effective as of November 17, 2003, as amended June 1, 2004 (the Existing
Employment Agreement);

WHEREAS,
pursuant to Section 16 of the Existing Employment Agreement, the Existing
Employment Agreement may be amended by the parties hereto; and

WHEREAS,
the parties hereto deem it appropriate to amend and restate the Existing
Employment Agreement;

NOW,
THEREFORE, in consideration of the mutual covenants contained herein the parties
hereto agree as follows:

1. Employment. The Company shall employ Executive, and
Executive accepts continued employment with the Company, upon the terms and
conditions set forth in this Agreement. The term of this Agreement shall be for
a period of five (5) years beginning on the date hereof, and shall on the first
day of each calendar month, unless either party gives written notice to the
other party at least thirty (30) days prior to such date of intent not to extend
this Agreement, be extended one (1) additional month so that at all times the
term of this Agreement shall be for a period of five (5) years unless earlier
terminated as provided in paragraph 4 hereof (the Employment
Period).

2.
Position and Duties.

(a) During the Employment Period, Executive shall serve as the
Chief Executive Officer of the Company or in such other similar position as the
Executive and the Board shall agree upon and, subject to the management of the
business and affairs of the Company at the direction of the Board of Directors
of the Company, shall have the normal duties, responsibilities and authority of
an executive serving in such position.

(b)
Executive shall report to the Board of Directors.

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(c) During the
Employment Period, Executive shall devote his best efforts and his full business
time and attention (except for participation in charitable and civic endeavors
andmanagement of Executives personal investments and business
interests, provided such activities do not have more than a de minimis effect on
Executives performance of his duties under this Agreement) to the business and
affairs of the Company, its parent, subsidiaries and affiliates. Executive shall
perform his duties and responsibilities to the best of his abilities in a
diligent, trustworthy, businesslike and efficient manner.

(d) Executive shall perform his duties and responsibilities
principally in the Chapel Hill, North Carolina area and shall not be required to
travel outside that area any more extensively than Executive has done in the
recent past in the ordinary course of the business of the Company.

3.
Compensation and Benefits.

(a) Salary. The Company agrees to pay Executive a salary
during the Employment Period in installments based on the Companys practices as
may be in effect from time to time. Executives initial salary shall be at the
rate of Three Hundred Three Thousand Three Hundred Sixty and No/100 Dollars
($303,360) per year, as may be increased from time to time (the Base Salary), provided,
however, that if there is a Change in Control (as hereafter defined), the
Executives Base Salary as then in effect shall double effective at the time the
Change in Control becomes effective. Executives Base Salary shall be reviewed
by the Compensation Committee of the Board (the Compensation Committee) and shall be increased, but not
decreased, from time to time at least in an amount as shall be substantially
consistent with increases in base salary generally awarded in the ordinary
course of business to other peer executives of the Company and its affiliated
companies. As used in this Agreement, the term affiliated companies shall
include any company controlled by, controlling or under common control with the
Company.

(b) Bonuses. Executive will be entitled to such cash
bonuses as the Board may determine, in its sole discretion, from time to time
(Bonus Compensation). Any Bonus Compensation
payable hereunder shall be paid no later than March 15 of the calendar year
following the calendar year in which such cash bonus shall cease to be subject
to a substantial risk of forfeiture under Section 409A of the Internal Revenue
Code of 1986, as amended (the Code).

(c) Expense Reimbursement. The Company shall reimburse
Executive for all reasonable expenses incurred by Executive during the
Employment Period in the course of performing his duties under this Agreement
that are consistent with the Companys policies in effect from time to time with
respect to travel, entertainment and other business expenses, subject to the
Companys requirements applicable generally with respect to reporting and
documentation of such expenses.

(d) Supplemental Retirement Cash Payment. During the
portion of the Employment Period following December 31, 2008, on an annual basis
(and in no event later than March 15 of each calendar year), the Company shall
make a cash payment equal to the amount that the Company would have contributed
to such Executives account under the Section 401(k) Plan as Non-Elective
Company Contributions during such calendar year if Non-Elective Company
Contributions to the Section 401(k) Plan for such calendar year had not been
limited by Code Sections 401(a)(17), 401(k)(3), 401(m), 402(g), and 415(c) less
the Non-Elective Company Contributions
actually contributed to such Executives account under the Section 401(k) Plan
during such calendar year. Such amounts shall constitute Compensation within the
meaning of the Investors Title Insurance Company Nonqualified Deferred
Compensation Plan.

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(e) Compensation for Serving on Board. Executive shall be
entitled to no extra compensation for serving on the Companys or its affiliated
companies Boards of Directors.

(f) Vacation and Sick Leave. Executive shall be entitled
annually to thirty (30) days of paid vacation and to unlimited sick leave,
provided the Employment Period is subject to termination for disability as
provided under paragraph 4(b). The vacation leave shall be cumulative; provided,
however, that Executive shall not be compensated for any unused vacation
leave.

(g) Other Benefits. Executive shall be entitled during the
Employment Period to participate, on the same basis as other executives of the
Company, in such other benefits for which substantially all of the executives of
the Company are from time to time generally eligible, as determined from time to
time by the Board.

4.
Employment Period.

(a) The Employment Period shall continue until terminated as
provided in subsection (b) below. Notwithstanding anything herein to the
contrary, whether a termination of employment has occurred for purposes of any
deferred compensation payable hereunder and subject to Code Section 409A shall
be determined in a manner consistent with Section 409A of the Internal Revenue
Code of 1986, as amended (the Code) and the Companys 409A Policy, if
any.

(b) The Employment Period
shall end upon the first to occur of any of the following events:

(i) Executives death;

(ii) the
Companys termination of Executives employment on account of Executives having
become unable (as determined by the Board in good faith) to perform regularly
Executives duties hereunder by reason of illness or incapacity for a period of
more than one hundred eighty (180) consecutive days, plus accrued vacation days(Termination for Disability);

(iii) the Companys termination of Executives employment for
Cause (Termination for
Cause);

(iv) the
Companys termination of Executives employment other than pursuant to
subsections (b)(ii) or (iii) above (Termination without
Cause) by means of advance written notice of at least sixty (60)
days;

(v)
Executives termination of his employment for Good Reason by means of advance
written notice to the Company at least thirty (30) days prior to the effective
date of such termination (Termination by Executive for Good
Reason);

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(vi) Executives retirement at any time following his 70th birthday, upon written notice to the Company of at
least six (6) months (Retirement);

(vii) Executives termination of his
employment within thirty (30) days following a Change in Control by written
notice to the Company.

(c) For
purposes of this Agreement, Cause shall
mean:

(i) the Executives conviction of,
or plea of guilty or nolo
contendere to, any crime
involving dishonesty or moral turpitude;

(ii) the commission by Executive of a fraud against the Company or
any of its parent, subsidiaries or affiliates for which he is
convicted;

(iii) gross negligence or willful misconduct
by Executive with respect to the Company or any of its parent, subsidiaries or
affiliates which causes material detriment to the Company or any of its parent,
subsidiaries or affiliates;

(iv) the falsification or manipulation of any records of the
Company or any of its parent, subsidiaries or affiliates;

(v) repudiation of this Agreement by Executive or Executives
abandonment of employment with the Company or any of its parent, subsidiaries or
affiliates;

(vi) breach by Executive of any of the agreements in paragraphs 6
and 7 hereof prior to the end of the Employment Period;

(vii) failure or refusal of Executive to
perform his duties with the Company or any of its parent, subsidiaries or
affiliates or to implement or follow the policies or directions of the Board
within thirty (30) days after a written demand for performance is delivered to
Executive by the Board that specifically identifies the manner in which the
Board believes that Executive has not performed his duties or failed to
implement or follow the policies or directions of the Board.

(d) For
purposes of this Agreement,

(i) Good Reason shall mean any breach by the Company of this
Agreement that is material and that is not cured within thirty (30) days after
written notice thereof to the Company from Executive;

(ii) Change in Control shall be deemed to have occurred upon the
occurrence of any of the following events:

(A) Any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange
Act)), other than Executive or his affiliates or immediate family members, is
or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company, or its parent,
Investors Title Company, representing
50% or more of the combined voting power of the Companys or Investors Title
Companys outstanding securities then entitled ordinarily (and apart from rights
accruing under special circumstances) to vote for the election of directors;
or

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(B) Individuals who are Continuing Directors (as hereinafter
defined) of Investors Title Company cease for any reason to constitute at least
a majority of its Board of Directors; or

(C) A sale of more than 50% of the assets (measured in terms of
monetary value) of the Company or Investors Title Company is consummated;
or

(D) Any merger, consolidation, or like business combination or
reorganization of the Company or Investors Title Company is consummated that
results in the occurrence of any event described in subparagraph (A), (B) or (C)
above.

(iii) Continuing Directors shall mean:

(A) the directors of Investors
Title Company in office on the date of this Agreement; or

(B) any successor to any such director (and any additional
director) who after the date of this Agreement (i) was nominated or selected by
a majority of the Continuing Directors in the office at the time of his or her
nomination or selection and (ii) who is not an affiliate or associate (as
defined in Regulation 12B under the Exchange Act) of any person who is the
beneficial owner, directly or indirectly, of securities representing 50% or more
of the combined voting power of the Companys outstanding securities then
entitled ordinarily to vote for the election of directors.

5.
Post-Employment Period Payments.

(a) If the Employment Period ends pursuant to paragraph 4 hereof
for any reason, Executive shall cease to have any rights to salary, options,
expense reimbursements or other benefits other than: (i) any salary which has
accrued but is unpaid, a prorated Bonus Compensation for the year of
termination, not less than the Executives pro rata share of his average bonus
paid over the prior three years, and any reimbursable expenses which have been
incurred but are unpaid as of the end of the Employment Period (all of which
shall be paid within thirty (30) days of termination), (ii) any option rights or
plan benefits which by their terms extend beyond termination of Executives
employment (but only to the extent provided in any option theretofore granted to
Executive or any other benefit plan in which Executive has participated as an
employee of the Company), (iii) any benefits to which Executive is entitled
under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security
Act of 1974, as amended (COBRA), (iv) any accumulations and benefits to which
employee is entitled under the Nonqualified Supplemental Retirement Benefit Plan
and a Nonqualified Deferred Compensation Plan, and (v) any other amount(s)
payable pursuant to the succeeding provisions of this paragraph 5.

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(b) If the Employment Period ends pursuant to paragraph 4 hereof
on account of Executives death, Termination for Disability or Retirement, the
Executive or, in the event of death, his beneficiary (as identified to the
Company in writing) shall be entitled to receive the following: (i) except in
the case of the Executives death, a lump sum payment of three times the
Executives then current base salary, but in no event less than $910,000 (ii)
except in the case of the Executives death, a lump sum payment of three times
the average of the Bonus Compensation paid to the Executive during the three (3)
years prior to Executives death, Disability or Retirement, but in no event less
than $1,055,000 (iii) continued participation by Executive and his spouse in the
Companys medical, dental and vision health plan, at the Companys expense,
until Executive dies or, if later, until his surviving spouse dies, (iv) any
accumulations and benefits to which Employee is entitled under the Nonqualified
Supplemental Retirement Benefit Plan and a Nonqualified Deferred Compensation
Plan, (v) continued participation by each of Executives dependent children in
the Companys medical, dental and vision health plan, at the Companys expense,
until each child is no longer a dependent, as defined by the applicable plan,
(vi) at the Executives option, the Company shall transfer to the Executive the
ownership of any and all life insurance policies insuring the Executives life
that the Company has purchased and the Executive shall thereafter be liable for
all payments due on such policies, and (vii) immediate vesting of Executives
existing stock options.

(c) If the Employment Period ends pursuant to paragraph 4 hereof
on account of Termination for Cause, the Company shall pay Executive (i) an
amount equal to that amount Executive would have received as salary (based on
Executives Base Salary then in effect) had the Employment Period remained in
effect until the later of the effective date of the Companys termination of
Executives employment or the date thirty (30) days after the Companys notice
to Executive of such termination, and (ii) any accumulations and benefits to
which Employee is entitled under the Nonqualified Supplemental Retirement
Benefit Plan and a Nonqualified Deferred Compensation Plan. The Company shall
make no further payments to Executive, except as provided in Section 5(a)
hereof.

(d) If the Employment Period ends pursuant to paragraph 4 hereof
on account of a Termination without Cause or a Termination by Executive for Good
Reason, the Executive shall be entitled to receive the following: (i) a lump sum
payment equal to five times that of the Executives then current Base Salary,
but in no event less than $1,516,800, (ii) a lump sum payment equal to five
times the average of the Bonus Compensation paid to the Executive during the
three (3) years prior to the termination date, but in not event less than
$1,758,335, (iii) any accumulations and benefits to which Employee is entitled
under the Nonqualified Supplemental Retirement Benefit Plan and a Nonqualified
Deferred Compensation Plan, (iv) continued participation by Executive and his
spouse in the Companys medical, dental and vision health plan, at the Companys
expense, until Executive dies or, if later, until his surviving spouse dies, (v)
continued participation by each of Executives dependent children in the
Companys medical, dental and vision health plan, at the Companys expense,
until each child is no longer a dependent, as defined by the applicable plan,
(vi) immediate vesting of Executives existing stock options, and (vii) at the
Executives option, the Company shall transfer to the Executive the ownership of
any and all life insurance policies insuring the Executives life that the
Company has purchased and the Executive shall thereafter be liable for all
payments due on such policies.

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(e) If the Executive terminates his employment because of a
Change in Control, the Executive shall be entitled to receive the following: (i)
a lump sum payment equal to 2.99 times the sum of the Executives then current
Base Salary, but in no event less than $907,046 (ii) a lump sum payment equal to
2.99 times the amount equal to the average of the Bonus Compensation paid to the
Executive during the three (3) years prior to the termination date, but in no
event less than $1,051,484, (iii) continued participation by Executive and his
spouse in the Companys medical, dental and vision health plan, at the Companys
expense, until Executive dies or, if later, until his surviving spouse dies,
(iv) continued participation by each of Executives dependent children in the
Companys medical, dental and vision health plan, at the Companys expense,
until each child is no longer a dependent, as defined by the applicable plan,
(v) immediate vesting of Executives existing stock options, (vi) any
accumulations and benefits to which Employee is entitled under the Nonqualified
Supplemental Retirement Benefit Plan and a Nonqualified Deferred Compensation
Plan, and (vii) at the Executives option, the Company shall transfer to the
Executive the ownership of any and all life insurance policies insuring the
Executives life that the Company has purchased and the Executive shall
thereafter be liable for all payments due on such policies. Upon entitlement,
all sums due hereunder will be payable in cash or by official bank check within
thirty (30) days following termination of the Executives employment.
Notwithstanding anything to the contrary contained herein, in the event that any
portion of the payments or benefits received or to be received by the Executive,
together with any other payments received by him, whether paid or payable
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company or any other person or entity, would cause, either
directly or indirectly, an excess parachute payment to exist within the
meaning of said Section 280G of the Internal Revenue Code, the payments
hereunder shall be reduced until no portion of the payments would fail to be
deductible by reason of being an excess parachute payment. In the event that
any dispute arises as to whether an excess parachute payment exists, the
appropriate calculations shall be made by the Companys regularly employed
independent public auditors and delivered to the Executive in writing within
thirty (30) days following the date for payment of such severance payment, and
the Company will warrant to the Executive the accuracy of the calculations and
the information on which they are based.

(f) Executive shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other employment or
otherwise.

(g) Notwithstanding anything herein to the contrary, with respect
to any right to a payment that constitutes a nonqualified deferred compensation
plan subject to Section 409A of the Code, any payment to be made upon the
Executives termination of employment shall be delayed until the first day of
the seventh month following the Participants termination of employment if the
Participant is a specified employee within the meaning of Section 409A of the
Code and the Companys 409A Policy, if any.

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(h) Notwithstanding
anything herein to the contrary, with respect to any right to a payment that (i)
is to be made under this Section 5 based on the continued participation by
Executive, his spouse and each of Executives dependent children in the
Companys medical, dental and vision health plan, at the Companys expense, and
(ii) constitutes a nonqualified deferred compensation plan subject to Section
409A of the Code, any such payment shall be made in accordance with Treasury
Regulation §1.409A-3(i)(1)(iv). Expenses eligible for reimbursements and in-kind benefits shall be determined based
on the coverage provided by the relevant plan maintained by the Company for
eligible employees, and any payments shall be made only for the period or
periods specified in this Section 5. Any amount of expenses eligible for
reimbursement or in-kind benefit provided during a taxable year shall not affect
the expenses eligible for reimbursement or in-kind benefits to be provided in
any other taxable year. The reimbursement of any eligible expense shall be made
on or before the last day of Executives taxable year following the taxable year
in which the expense was incurred. The right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another
benefit.

6. Confidential Information. Executive acknowledges that
the information, observations and data obtained by Executive while employed by
the Company pursuant to this Agreement, as well as those obtained by Executive
while employed by the Company or any of its subsidiaries or affiliates or any
predecessor thereof prior to the date of this Agreement, concerning the business
or affairs of the Company or any of its subsidiaries or affiliates or any
predecessor thereof (unless and except to the extent the foregoing become
generally known to and available for use by the public other than as a result of
Executives acts or omissions to act, Confidential
Information) are the property of the Company or such parent,
subsidiary or affiliate. Therefore, Executive agrees that during the Employment
Period and thereafter Executive shall not disclose any Confidential Information
without the prior written consent of the Board unless and except to the extent
that such disclosure is (i) made in the ordinary course of Executives
performance of Executives duties under this Agreement or (ii) required by any
subpoena or other legal process (in which event Executive will give the Company
prompt notice of such subpoena or other legal process in order to permit the
Company to seek appropriate protective orders), and that Executive shall not use
any Confidential Information for Executives own account without the prior
written consent of the Board. Executive shall deliver to the Company at the
termination of the Employment Period, or at any other time the Company may
reasonably request, all memoranda, notes, plans, records, reports, computer
tapes and software and other documents and data (and copies thereof) relating to
the Confidential Information, or to the work product or the business of the
Company or any of its parent, subsidiaries or affiliates that Executive may then
possess or have under his control.

7.
Noncompetition; Nonsolicitation.

(a) Executive acknowledges that in the course of his employment
with the Company pursuant to this Agreement, Executive will become familiar, and
during the course of Executives employment by the Company or any of its parent,
subsidiaries or affiliates or any predecessor thereof prior to the date of this
Agreement, Executive has become familiar with trade secrets and customer lists
of and other confidential information concerning the Company and its parent,
subsidiaries and affiliates and predecessors thereof and that Executives
services have been and will be of special, unique and extraordinary value to the
Company.

(b) Executive agrees that during the Employment Period and, as a
condition to the receipt of payments as provided under paragraph 4, for a period
of two (2) years after termination of Executives employment with the Company,
in the State of North Carolina Executive shall not in any manner, directly or
indirectly, through any person, firm or corporation, alone or as a member of a
partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or
enterprise or otherwise, engage or be engaged in, or assist any other person,
firm, corporation or enterprise in engaging or being engaged in, any business
then actively being conducted by the Company or any of its parent, subsidiaries
or affiliates.

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(c) Executive further agrees that, during the Employment Period
and, as a condition to the receipt of payments as provided under paragraph
4, for a period of two (2) years after
termination of Executives employment with the Company, Executive shall not in
any manner, directly or indirectly, induce or attempt to induce any employee of
the Company or of any of its parent, subsidiaries or affiliates (other than his
spouse, if applicable) to quit or abandon his or her employ.

(d) Nothing in this paragraph 7 shall prohibit Executive from
being: (1) a shareholder in a mutual fund or a diversified investment company or
(ii) a passive owner of not more than 5% of the outstanding equity securities of
any class of a corporation or other entity which is publicly traded, so long as
Executive has no active participation in the business of such corporation or
other entity.

(e) In the event Executive violates any legally enforceable
provision of this Agreement as to which there is a specific time period during
which Executive is prohibited from taking certain actions or from engaging in
certain activities, as set forth in this Agreement, then, in such event, the
violation shall toll the running of such time period from the date of such
violation until the violation ceases.

(f) Executive acknowledges that he has carefully considered the
nature and extent of the restrictions on him and the rights and remedies
conferred on the Company under this Agreement. Executive further acknowledges
and agrees that the same are reasonable in time and territory, are designed to
eliminate competition which would otherwise be unfair to the Company, do not
stifle Executives inherent skill and experience, would not operate as a bar to
Executives sole means of support, are fully required to protect the legitimate
interests of the Company and do not confer a benefit upon the Company
disproportionate to Executives detriment.

(g) If, at the time of enforcement of this paragraph, a court
holds that the restrictions stated herein are unreasonable under circumstances
then existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law.

8. Enforcement. Because Executives services are unique
and because Executive has access to Confidential Information and work product,
the parties hereto agree that the Company would be damaged irreparably in the
event any of the provisions of paragraph 7 hereof were not performed in
accordance with their specific terms or were otherwise breached and that money
damages would be an inadequate remedy for any such non-performance or breach.
Therefore, the Company or its successors or assigns shall be entitled, in
addition to other rights and remedies existing in their favor, to an injunction
or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such
provisions specifically (without posting a bond or other
security).

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9. Consulting and Advice. During the time period that the
Executive receives post-employment payments under paragraph 5, other than by
reason of death or disability, the Executive agrees that when and as requested,
he will consult with the Company concerning policies, procedures and operations.
The requests by the Company for consultation (1) shall comply with applicable
requirements of Section 409A of the Code and the Companys 409A Policy, if any,
regarding the determination of whether a termination of employment has occurred;
(2) shall be at reasonable times, with appropriate notice, not more frequent
than three (3) times a month; and (3) may, at the Executives election, be
through telephone communication.

10. Survival. Subject to any limits on applicability
contained therein, paragraphs 5, 6, 7 and 9 hereof shall survive and continue in
full force in accordance with their terms notwithstanding any termination of the
Employment Period.

11. Notices. Any notice provided for in this Agreement
shall be in writing and shall be either personally delivered, sent by reputable
overnight carrier or mailed by first class mail, return receipt requested. Any
notice to Executive will be delivered to the last home address on file with the
Company and any notice to the Company should be delivered to:

Investors
Title Insurance CompanyAttention:
SecretaryP. O.
Drawer 2687Chapel
Hill, NC 27515-2687

or such other address
or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this
Agreement will be deemed to have been given when so delivered, sent or
mailed.

12. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained
herein.

13. Complete Agreement. This Agreement embodies the
complete agreement and understanding between the parties with respect to the
subject matter hereof and effective as of its date supersedes and preempts any
prior understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any
way.

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14. Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be deemed to be an original and both
of which taken together shall constitute one and the same agreement.

15. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by Executive, the Company and their
respective heirs, executors, personal representatives, successors and assigns,
except that neither party may assign any rights or delegate any obligations
hereunder without the prior written consent of the other party. Executive hereby
consents to the assignment by the Company of all of its rights and obligations
hereunder to any successor to the Company by merger or consolidation or purchase
of all or substantially all of the Companys assets, provided such transferee or
successor assumes the liabilities of the Company hereunder.

16. Choice of Law. This Agreement shall be governed by the
internal law, and not the laws of conflicts, of the State of North
Carolina.

17. Amendment and Waiver. The provisions of this Agreement
may be amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.

18. Mediation. If a dispute arises out of or relates to
this Agreement, or the breach thereof, and if the dispute cannot be settled
through negotiation, the parties agree to submit such controversy to mediation
for resolution. The parties may use the procedures set forth in the North
Carolina General Statutes Rules Implementing Court Ordered Mediated Settlement
Conferences, where and if applicable. Provided, however, if any controversy
between the parties is not resolved by mediation within sixty (60) days after
the date the controversy has arisen (hereinafter controversy date), the
parties shall settle such controversy by arbitration in accordance with the
terms of the Uniform Arbitration Act, currently codified in North Carolina
General Statute, Article 45A, §1-567.1, et seq.,
or any successor statutes thereto, and as provided in Section 19
below.

19. Arbitration. Any dispute or controversy arising under
this Agreement which is not resolved by mediation pursuant to Section 18 shall
be determined and settled by an independent disinterested person agreed upon by
the parties to the dispute. If the parties are unable to mutually agree upon an
independent arbitrator within thirty (30) days, then each party shall appoint an
independent arbitrator within thirty (30) days, and the said two (2) independent
arbitrators shall appoint a third independent arbitrator within thirty (30)
days, and the three (3) independent arbitrators will resolve the dispute in
controversy by majority vote in accordance with the terms of the Uniform
Arbitration Act currently codified in North Carolina General Statute, Article
45A, §1-567.1, et seq. or any successor statutes. The expenses of arbitration shall be
shared equally by each party hereto, except that each party will pay the costs
of his own legal counsel and all other incidental expenses. The parties hereto
agree to be bound by the results of the arbitration. The place of arbitration
shall be Orange County, North Carolina.

20. Compliance with Section 409A of the Code. This
Agreement is intended to comply with Section 409A of the Code. Notwithstanding
any provision of this Agreement to the contrary,
this Agreement shall be interpreted, operated and administered in a manner
consistent with this intent.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
written below.

INVESTORS
      TITLE INSURANCE COMPANYBy:Its:Date:J. ALLEN
      FINEDate:


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