EXHIBIT 10.2

                             INVESTORS TITLE COMPANY

                   2001 STOCK OPTION AND RESTRICTED STOCK PLAN

                       STOCK APPRECIATION RIGHTS AGREEMENT


         THIS STOCK APPRECIATION  RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of May 17, 2006, by and between Investors Title Company, a North
Carolina  corporation (the "Company"),  and NAME OF DIRECTOR,  a director of the
Company (the "Grantee"):

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  the Company recognizes the value to it of the services of the
Grantee  and desires to provide the  Grantee  with an  incentive  to remain as a
director  of the  Company  and an  opportunity  to acquire  common  stock of the
Company,  so that the Grantee may acquire or increase a proprietary  interest in
the Company's success, and

         WHEREAS,  the Company  desires to award the Grantee stock  appreciation
rights  ("SARs")  under  Article  III of the  Company's  2001  Stock  Option and
Restricted  Stock Plan,  as amended  and  restated  effective  May 17, 2006 (the
"Plan"),  and the  Grantee  desires to accept such SARs in  accordance  with the
terms and conditions set forth herein;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein,  and  intending to be legally  bound  hereby,  the
parties agree as follows:

         1. Grant of SARs. Subject to the terms and conditions of this Agreement
and the Plan,  the Company  hereby awards to the Grantee  NUMBER (XX) SARs at an
exercise  price of  _________________  Dollars  ($XXXX)  per SAR (the  "Exercise
Price").  Each SAR  gives the  Grantee  the right  upon  exercise  of the SAR in
accordance  with the terms and  conditions  of this  Agreement  and the Plan, to
receive an amount equal to the difference  between (i) the fair market value (as
defined in Section  2.2(b) of the Plan) of one (1) share of the  Company  common
stock as of the exercise date, and (ii) the Exercise Price. Upon exercise,  such
amount  shall be payable to the  Grantee in shares of the Company  common  stock
(the "Shares") in a single payment as soon as administratively  practicable (but
in no event later than [THIRTY  (30)] days)  following  the exercise  date.  The
number of Shares to be  delivered  to the  Grantee  shall  equal (x) the  amount
payable to the Grantee upon  exercise of the SARs divided by (y) the fair market
value (as  defined  in Section  2.2(b) of the Plan) of one share of the  Company
common  stock as of the  exercise  date,  with cash  payable for any  fractional
share.  The grant of these SARs has been duly  authorized by the Committee  that
administers  the Plan, as  established  by the Board of Directors of the Company
pursuant to Section 1.3 of the Plan (the "Committee").

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         2. Vesting and  Exercisability of SARs. The SARs shall vest in four (4)
quarterly  installments  if the  Grantee  continues  to  provide  services  as a
director of the Company through each of the vesting dates as follows:

                                                 Number of SARs
          Vesting Date                      that become Exercisable
-------------------------------  ----------------------------------------------
June 30, ___                     one-fourth (1/4) of Shares covered by the SARs
September 30, ____               one-fourth (1/4) of Shares covered by the SARs
December 31, ____                one-fourth (1/4) of Shares covered by the SARs
March 31, ____                   one-fourth (1/4) of Shares covered by the SARs

Notwithstanding  the foregoing,  all SARs granted  hereunder shall fully vest in
the event of the Grantee's death.

         The SARs granted hereunder shall become  exercisable (1) at any time on
or after the first anniversary of the date of this Agreement or, (2) if earlier,
upon termination of the Grantee's services as a director of the Company but only
to the  extent  vested  at the  time  of  such  termination,  and  shall  remain
exercisable  until the  expiration  of the SARs.  Unless  sooner  terminated  as
provided in the Plan or in paragraph 5 hereof,  all vested SARs shall terminate,
and all rights of the Grantee  hereunder shall expire,  at the close of business
on the seventh anniversary of the date of this Agreement.

         3.  Transfer of SARs.  The SARs may not be sold,  pledged,  assigned or
transferred  in any  manner  other  than by will or by the  laws of  descent  or
distribution, unless otherwise agreed by the Committee.

         4.  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,  the aggregate number of SARs and the Exercise Price shall be
appropriately and proportionately adjusted in the manner provided in the Plan.

         5.  Termination of SARs. The SARs hereby granted shall terminate and be
of no force or effect upon the  happening of the first to occur of the following
events:

                  (a)  expiration  of  three   (3)  months  after  the  date  of
         termination  of the Grantee's  service as a director of the Company for
         any reason other than the death of the Grantee;

                  (b)  expiration  of twelve (12) months  after the death of the
         Grantee while serving as a director of the Company;

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                  (c)  occurrence of any event  described in paragraph 10 hereof
         that causes a  termination  of  the SARs; or

                  (d) the close of business on the  seventh  anniversary  of the
         date of this Agreement.

         Any SARs that may be exercised for a period  following  termination  of
the  Grantee's  service as a director may be  exercised  only to the extent such
SARs were vested  immediately  before such termination and in no event after the
SARs would expire by their terms without regard to such termination.

         6. Method of  Exercise.  The SARs shall be exercised by delivery to the
Company at its principal place of business of a written  notice,  at least three
(3) business days prior to the proposed date of exercise, which notice shall:

                  (a) state the  election  to exercise  the SARs,  the number of
         SARs  which are being  exercised,  and the name,  address,  and  social
         security  number of the person in whose name the stock  certificate  or
         certificates  for the  Shares  to be  issued  in  connection  with  the
         exercise of the SARs are to be registered;

                  (b)  contain any such  representations  and  agreements  as to
         Grantee's  investment  intent  with  respect to such Shares as shall be
         reasonably  required by the  Committee  pursuant to paragraph 8 hereof;
         and

                  (c) be signed by the person entitled to exercise the SARs, and
         if the SARs are being exercised by any person or persons other than the
         Grantee, be accompanied by proof, satisfactory to the Committee, of the
         right of such person or persons to exercise the SARs.

         After receipt of such notice in a form  satisfactory  to the Committee,
the  Company  shall  deliver  to  the  Grantee  a  certificate  or  certificates
representing  the  Shares  acquired  hereunder,  provided,  that  if any  law or
regulation  requires  the Company to take any action with  respect to the Shares
specified in such notice  before the issuance  thereof,  the date of delivery of
such Shares shall be extended for the period necessary to take such action.

         7. Rights of a  Shareholder.  The  Grantee  shall not be deemed for any
purpose to be a shareholder of the Company with respect to any Shares covered by
the SARs  unless  the SARs  shall have been  exercised  in the  manner  provided
herein.  No  adjustment  will be made for  dividends  or other  rights where the
record date is prior to the date of  exercise.  Upon the exercise of the SARs as
provided herein and the issuance of the  certificate or certificates  evidencing
the  Shares  covered  thereby,  the  Grantee  shall  have  all the  rights  of a
shareholder  of the  Company,  including  the right to receive all  dividends or
other distributions paid or made with respect to such Shares.

         8.  Compliance with  Securities  Laws. The Grantee  recognizes that any
registration  of the  Shares  issuable  pursuant  to the SARs  under  applicable
federal  and state  securities  laws,  or  actions  to  qualify  for  applicable
exemptions from such registrations,  shall be at the option of the Company.  The
Grantee  acknowledges  that,  in  the  event  that  no  such  registrations  are
undertaken and the Company  relies on exemptions  from such  registrations,  the
Shares  shall be issued only if the Grantee  qualifies to receive such Shares in
accordance with the exemptions from registration on which the Company relies and
that, in connection  with any issuance of  certificates  evidencing such shares,
the Board of Directors may require appropriate  representations from the Grantee
and take  such  other  action  as the  Board of  Directors  may deem  necessary,
including but not limited to placing  restrictive  legends on such  certificates
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 or this  Agreement (i) no Shares will be issued upon any exercise of
the SARs unless and until such Shares have been registered  under all applicable
federal  and  state  securities  laws  or  unless,  in the  opinion  of  counsel
satisfactory  to the Company,  all actions  necessary to qualify for  exemptions
from such registrations shall have been taken and (ii) the Company shall have no
obligation to undertake such  registrations or such actions necessary to qualify
for exemptions from registrations and shall have no liability whatsoever for not
doing so.

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         9.  Rule  144.  The  Grantee  acknowledges  that,  notwithstanding  any
registration of the SARs and the Shares issuable upon exercise of the SARs under
the Securities Act of 1933 or under the securities laws of any state, if, at the
time of exercise of the SARs, he is deemed to be an  "affiliate"  of the Company
as defined in Rule 144 of the  Securities  and Exchange  Commission,  any Shares
acquired  hereunder will nevertheless be subject to sale only in compliance with
Rule  144  (but  without  any  holding  period)  or  pursuant  to  an  effective
registration  statement  under the  Securities Act of 1933, and that the Company
shall take such  action as it deems  necessary  or  appropriate  to assure  such
compliance,  including, to the extent it deems appropriate,  placing restrictive
legends on  certificates  evidencing  such Shares and  delivering  stop transfer
instructions to the Company's transfer agent.

         10. Reorganizations.  To the extent permitted under Section 409A of the
Internal  Revenue Code of 1986,  as amended,  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, or if the
Company  shall  dissolve or  liquidate or sell all or  substantially  all of its
assets, the SARs granted hereunder shall terminate on the effective date of such
merger, consolidation, dissolution, liquidation or sale; provided, however, that
prior to such effective  date, the Committee may, in its  discretion,  cause the
SARs to become  immediately  exercisable,  and may,  to the  extent the SARs are
terminated as provided in this paragraph 10,  authorize a payment to the Grantee
that  approximates  the economic  benefit that the Grantee  would realize if the
SARs were  exercised  immediately  before such  effective  date,  or authorize a
payment in such other amount as it deems  appropriate  to compensate the Grantee
for the termination of the  unexercised  portion of the SARs, or arrange for the
granting of substitute SARs to the Grantee.

         This  Agreement  shall not  affect in any way the right or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes of
its capital or business structure,  or to merge or consolidate,  or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

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         11. Tax Matters.  The Grantee  acknowledges  that, upon exercise of the
SARs, the Grantee will recognize  taxable income generally in an amount equal to
the excess of the fair market  value of the  acquired  Shares (plus cash for any
fractional shares), and the Company may have certain withholding obligations for
income and other taxes.  It shall be a condition to the  Grantee's  receipt of a
stock  certificate  covering the Shares  acquired upon exercise of the SARs that
the Grantee pay to the Company  such  amounts as it is required to withhold  or,
with the  consent of the  Company,  that the Grantee  otherwise  provide for the
discharge of the Company's  withholding  obligation.  If any such payment is not
made by the Grantee,  the Company may deduct the amounts required to be withheld
from payments of any kind to which the Grantee would  otherwise be entitled from
the Company.

         12.  Construction.  This  Agreement  shall  be  construed  so  as to be
consistent  with the Plan and the  provisions  of the Plan shall be deemed to be
controlling  in the event  that any  provision  hereof  should  be  inconsistent
therewith.  The Grantee hereby  acknowledges  receipt of a copy of the Plan from
the  Company  and agrees to be bound by all of the terms and  provisions  of the
Plan.

         Whenever the word  "Grantee" is used in any provision of this Agreement
under  circumstances  where the provision should logically be construed to apply
to (i) the estate, personal representative,  or beneficiary to whom the SARs may
be  transferred by will or by the laws of descent and  distribution  or (ii) the
guardian or legal representative of the Grantee acting pursuant to a valid power
of attorney or the decree of a court of  competent  jurisdiction,  then the term
"Grantee"  shall be construed to include such estate,  personal  representative,
beneficiary, guardian or legal representative.

         13.  Severability.  The provisions of this Agreement shall be severable
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions hereto.

         14. Successor and Assigns. The terms of this Agreement shall be binding
upon and shall enure to the benefit of any  successors or assigns of the Company
and of the Grantee.

         15. Notices. Notices under this Agreement shall be in writing and shall
be  deemed to have been duly  given  (i) when  personally  delivered,  (ii) when
forwarded  by Federal  Express,  Airborne,  or  another  private  carrier  which
maintains  records showing delivery  information,  (iii) when sent via facsimile
but only if a written  facsimile  acknowledgment  of receipt is  received by the
sending  party,  or (iv) when placed in the United  States Mail and forwarded by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to the party to whom such notice is being given or such other  address
as furnished to the Company from time to time for this purpose.

         16.  Entire  Agreement;  Modification.  This  Agreement  and  the  Plan
constitute  the entire  agreement and  understanding  of the parties hereto with
respect  to the  SARs  granted  herein  and  supersedes  any and all  prior  and
contemporaneous  negotiations,  understandings and agreements with regard to the
SARs  and  the  matters  set  forth   herein,   whether  oral  or  written.   No
representation,   inducement,  agreement,  promise  or  understanding  altering,
modifying,  taking from or adding to the terms and conditions  hereof shall have
any force or effect  unless the same is in writing and  validly  executed by the
parties hereto.

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         17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

         IN WITNESS  WHEREOF,  the Grantee has executed  this  Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer,
effective as of the day and year first above written.


INVESTORS TITLE COMPANY


By:      ____________________________       ________________________________
                                                     [Grantee]
Title:   ____________________________



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