Exhibit
10(xii)


INVESTORS
TITLE INSURANCE COMPANY


NONQUALIFIED
DEFERRED COMPENSATION PLAN


Effective
June 1, 2004









TABLE OF CONTENTS


	
   
	
   
	
   
	
  Page

  
	
   
	
   
	
   
	
   

  
	
  PREAMBLE

  	
   
	
  1
	
   

	
   
	
   
	
   
	
   

	
  ARTICLE I
	
       DEFINITIONS
	
  2
	
   

	
   
	
   
	
   
	
   

	
   
	
  1.1
	
  “Account”
	
  2
	
   

	
   
	
  1.2
	
  “Beneficiary”
	
  2
	
   

	
   
	
  1.3
	
  “Benefit Commencement
  Date”
	
  2
	
   

	
   
	
  1.4
	
  “Board” or
  “Board of Directors”
	
  2
	
   

	
   
	
  1.5
	
  “Code”
	
  2
	
   

	
   
	
  1.6
	
  “Committee”
	
  2
	
   

	
   
	
  1.7
	
  “Company”
	
  2
	
   

	
   
	
  1.8
	
  “Company
  Contributions”
	
  2
	
   

	
   
	
  1.9
	
  “Compensation”
	
        3

      	
   

	
   
	
  1.10
	
  “Effective
  Date”
	
  3
	
   

	
   
	
  1.11
	
  “Elective
  Deferral”
	
  3
	
   

	
   
	
  1.12
	
  “Eligible
  Employee”
	
  3
	
   

	
   
	
  1.13
	
  “Participant”
	
  3
	
   

	
   
	
  1.14
	
  “Plan”
	
  3
	
   

	
   
	
  1.15
	
  “Plan
  Administrator”
	
  3
	
   

	
   
	
  1.16
	
  “Plan Year”
	
  3
	
   

	
   
	
  1.17
	
  “Rabbi
  Trust”
	
  3
	
   

	
   
	
  1.18
	
  “Schedule”
	
  3
	
   

	
   
	
  1.19
	
  “SEP”
	
  3
	
   

	
   
	
  1.20
	
  “Termination
  of Employment”
	
  3
	
   

	
   
	
  1.21
	
  “Valuation
  Date”
	
  3
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE II
	
       PARTICIPATION
	
  4
	
   

	
   
	
   
	
   
	
   

	
   
	
  2.1
	
  Eligible
  Class
	
  4
	
   

	
   
	
  2.2
	
  Commencement
  of Participation
	
  4
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE III
	
       ESTABLISHMENT
  OF ACCOUNTS
	
  5
	
   

	
   
	
   
	
   
	
   

	
   
	
  3.1
	
  Accounts
	
  5
	
   

	
   
	
  3.2
	
  Credits and
  Debits to Accounts
	
  5
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE IV
	
       CONTRIBUTIONS
  AND BENEFITS
	
  6
	
   

	
   
	
   
	
   
	
   

	
   
	
  4.1
	
  Benefits
	
  6
	
   

	
   
	
  4.2
	
  Elective
  Deferrals
	
  6
	
   

	
   
	
  4.3
	
  Crediting
  Elective Contributions to Accounts
	
  6
	
   

	
   
	
  4.4
	
  Taxation
	
  7
	
   

	
   
	
  4.5
	
  Investment
  Funds
	
  7
	
   

	
   
	
  4.6
	
  Company
  Investments
	
  8
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE V
	
       BENEFIT
  EVENTS
	
  9
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1
	
  Benefits
  Following Termination of Employment
	
  9
	
   

	
   
	
   
	
   
	
   
	
   




i










TABLE OF CENTENTS
(continued)

	
   
	
   
	
   
	
  Page

	
   
	
   
	
   
	
   



  
	
   
	
  5.2
	
  Death
  Benefits
	
  9
	
   

	
   
	
  5.3
	
  Payor
	
  9
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE VI
	
       VALUATION
  AND DISTRIBUTION OF ACCOUNTS
	
  10
	
   

	
   
	
   
	
   
	
   

	
   
	
  6.1
	
  Valuation of
  Accounts
	
  10
	
   

	
   
	
  6.2
	
  Commencement
  of Benefits
	
  10
	
   

	
   
	
  6.3
	
  Form and
  Amount of Payment
	
  10
	
   

	
   
	
  6.4
	
  Deferral of
  Benefits
	
  10
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE VII
	
       ADMINISTRATION
  AND CLAIMS PROCEDURE
	
  11
	
   

	
   
	
   
	
   
	
   

	
   
	
  7.1
	
  Administration
	
  11
	
   

	
   
	
  7.2
	
  Expenses;
  Reliance on Third-Parties
	
  11
	
   

	
   
	
  7.3
	
  Annual
  Statements
	
  11
	
   

	
   
	
  7.4
	
  Appointment
  of a Conservator
	
  11
	
   

	
   
	
  7.5
	
  Limitation
  of Liability
	
  11
	
   

	
   
	
  7.6
	
  Claims for
  Benefits
	
  12
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE VIII
	
       FUNDING
	
  14
	
   

	
   
	
   
	
   
	
   

	
   
	
  8.1
	
  In General
	
  14
	
   

	
   
	
  8.2
	
  Rabbi Trust
	
  14
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE IX
	
       AMENDMENT,
  TERMINATION AND CHANGE OF CONTROL
	
  15
	
   

	
   
	
   
	
   
	
   

	
   
	
  9.1
	
  Amendment or
  Termination
	
  15
	
   

	
   
	
  9.2
	
  Change of Control
	
  15
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE X
	
       GENERAL
  PROVISIONS
	
  16
	
   

	
   
	
   
	
   
	
   

	
   
	
  10.1
	
  Payment to
  Minors and Incompetents
	
  16
	
   

	
   
	
  10.2
	
  No Contract
	
  16
	
   

	
   
	
  10.3
	
  Use of
  Masculine and Feminine; Singular and Plural
	
  16
	
   

	
   
	
  10.4
	
  Non-Alienation
  of Benefits
	
  16
	
   

	
   
	
  10.5
	
  Protective
  Provisions
	
  16
	
   

	
   
	
  10.6
	
  Governing
  Law
	
  17
	
   

	
   
	
  10.7
	
  Captions
	
  17
	
   




ii








PREAMBLE


Effective June 1, 2004, Investors Title Insurance Company the
“Company”) hereby establishes this non-qualified deferred compensation plan
referred to as the Investors Title Insurance Company Non-qualified Deferred
Compensation Plan (the “Plan”).


The purpose of this Plan is to permit selected management employees to
set-aside additional retirement benefits on a pre-tax basis.  This Plan shall be unfunded and maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”).  The Plan
is intended to be effective with respect to Compensation earned after December
31, 2002.

Benefits are based upon hypothetical contributions from a Participant’s
Compensation, and from Company Contributions, in each case which are credited
to a Participant’s “Account”.

It is intended that funds accumulated under this Plan on a
Participant’s behalf will be paid to the Participant at a specified future date
determined under procedures described herein, or upon disability or Termination
of Employment.  The Participant may
select a lump sum, or from among other payment options for Plan benefits.  Upon the Participant’s death, the
Participant’s remaining Account balance, if any, will be paid to the
Participant’s named Beneficiary.

Account balances resulting from a Participant’s deferred compensation
may be credited with interest, at a rate determined by the Company, or with
amounts reflecting and corresponding to the performance (i.e., income, gains,
losses, etc.) of a designated security or index.  Further, the Company may choose to set aside assets relating to
Plan obligations in a Rabbi Trust, the corpus of which will be available to the
Company’s creditors in the event of bankruptcy.  However, the Company is under no obligation to invest amounts
deemed contributed to the Plan or to set aside funds in a Rabbi Trust.  In all cases, the Company may elect to pay
the benefits promised hereunder from other general assets.  Notwithstanding the fact that the Company
may set aside assets in respect of its obligations under the Plan, the Plan is
unfunded and the rights of Participants and Beneficiaries are limited to those
of general, unsecured creditors of the Company.

1









ARTICLE I
 DEFINITIONS

The following words and phrases when used in the Plan shall have the
following meanings, unless a different meaning is plainly required by the
context:

	
  1.1
	
  “Account” means the bookkeeping account
  established for the measurement of the Company’s accumulated liability to a
  Participant under the Plan.  Each
  Participant’s Account will reflect the undistributed balance to the credit of
  the Participant, representing accumulated Elective Deferrals and Company
  Contributions, and the hypothetical investment earnings, gains and losses
  credited to the Account under the terms of the Plan.

	
   
	
   

	
  1.2
	
  “Beneficiary” means the person, persons or trust
  designated by the Participant or former Participant to receive benefits under
  the Plan in the event of the Participant’s death prior to the full
  distribution of his Account.  A Participant
  shall designate his Beneficiary or Beneficiaries in writing under the
  specific procedures as shall be established by the Plan Administrator.  A Participant may change his Beneficiaries
  at any time by delivering written instructions to the Plan
  Administrator.  In the event a Participant
  dies without a valid designation of Beneficiary in effect, the Participant’s
  remaining Account shall be payable to his spouse or, if the Participant is
  not married at the time of death, to his estate.

	
   
	
   

	
  1.3
	
  “Benefit
  Commencement Date” means the date upon which the Participant’s
  Termination of Employment occurs or is deemed to occur in accordance with the
  provisions of Article IV and after which the distribution of benefits to the
  Participant will commence in accordance with the provisions of Articles IV
  and V.

	
   
	
   

	
  1.4
	
  “Board”
  or “Board of Directors” means the Board of Directors of Investors Title
  Insurance Company.

	
   
	
   

	
  1.5
	
  “ Code”
  means the Internal Revenue Code of 1986, as amended from time to time, and
  any regulations issued thereunder. 
  Reference to any section of the Code shall include any successor
  provision thereto.

	
   
	
   

	
  1.6
	
  “Committee”
  means the Compensation Committee of Investors Title Insurance Company or such
  other person or persons designated by the Company to determine the
  eligibility of employees for participation in the Plan in accordance with the
  provisions of Article XI, and to provide oversight to the administration of
  the plan in accordance with Article VII.

	
   
	
   

	
  1.7
	
  “Company”
  means Investors Title Insurance Company, a North Carolina corporation, and
  its successor or successors.  The
  Company is a wholly-owned subsidiary of Investors Title Company.

	
   
	
   

	
  1.8
	
  “Company
  Contributions” means the amounts which the Company will credit to a
  Participant’s Account, as provided in Section 4.3.




2









	
  1.9

  	
  “Compensation”
  means the aggregate compensation paid to a participant by the Company for a
  Plan Year, including salary, overtime pay, commissions, bonuses and all other
  items that constitute wages within the meaning of § 3401(a) of the Code or
  are required to be reported under §§ 6041(d), 6051(a)(3) or 6052 of the
  Code.  Compensation also includes
  Elective Deferrals under this Plan and any deferrals under cash-or-deferred
  arrangements or cafeteria plans that are not includible in gross income by reason
  of § 125 or § 402(a)(8) of the Code but does not include any other amounts
  contributed pursuant to, or received under, this Plan or any other plan of
  deferred compensation.  Compensation
  excludes all stock option transactions, relocation reimbursements, and
  automobile allowances.

	
   
	
   

	
  1.10
	
  “Effective
  Date” means June 1, 2004.

	
   
	
   

	
  1.11
	
  “Elective
  Deferral” means the amounts of Compensation which a Participant may elect
  to defer receipt until a later date, and which will be credited to such
  Participant’s Account, as provided in Section 4.2. 

	
   
	
   

	
  1.12
	
  “Eligible
  Employee” means an employee of the Company who is included in the
  eligible class described in Section 2. 1, and who is listed on the Schedule.

	
   
	
   

	
  1.13
	
  “Participant” means an Eligible Employee for whom
  an Account is being maintained under the terms of the Plan.

	
   
	
   

	
  1.14
	
  “Plan”
  means the Investors Title Insurance Company Non-Qualified Deferred
  Compensation Plan as set forth in this document and as amended from time to
  time.

	
   
	
   

	
  1.15
	
  “Plan
  Administrator” means the Company.

	
   
	
   

	
  1.16
	
  “Plan
  Year” means each calendar year commencing January 1, 2004 and thereafter.

	
   
	
   

	
  1.17
	
  “Rabbi
  Trust” means, for the purposes of this Plan, a grantor trust under
  Subpart E of Subchapter J of Chapter I of the Code established by an employer
  in connection with a nonqualified deferred compensation or supplemental
  retirement benefit plan, the assets of which may be reached by the employer
  grantor’s general creditors.

	
   
	
   

	
  1.18
	
  “Schedule” means the document which lists the
  Eligible Employees who are Participants in the Plan, as such Schedule is
  amended from time to time.

	
   
	
   

	
  1.19
	
  “SEP” means the simplified employee pension
  which the Company sponsors and administrators, as provided in Code section
  408.

	
   
	
   

	
  1.20
	
  “Termination of Employment” means any severance
  of the employee/employer relationship between a Participant and the Company
  for any reason.

	
   
	
   

	
  1.21
	
  “Valuation
  Date” means the last day of each calendar quarter, and is the date on
  which Participant Account values are determined.




3








ARTICLE II

PARTICIPATION


	
  2.1

  	
  Eligible
  Class.

	
   
	
   

	
   
	
  (a)
	
  Except as
  provided in (b) and (c) below, an individual who is employed by the Company
  is an Eligible Employee with respect to a particular Plan Year only if he is
  both (i) within a select group of management or highly compensated Employees
  within the meaning of Sections 201(2), 301 (a)(3) and 401 (a)(1) of ERISA, as
  determined by the Committee in its sole discretion, and (ii) identified by
  the Company as an Eligible Employee and listed in the Schedule A, attached
  hereto.

	
   
	
   
	
   

	
   
	
  (b)
	
  Each
  Eligible Employee must cooperate with the Company by furnishing any and all
  information requested by the Company in order to facilitate the payment of
  benefits hereunder.  Notwithstanding
  any provision in the Plan to the contrary, an individual who would otherwise
  be eligible to receive benefits under the Plan shall nevertheless be
  considered ineligible, and may be barred by the Company from participation in
  the Plan, (i) if he refuses to cooperate with any requirement which the
  Committee or Plan Administrator may reasonably impose; or (ii) if the Company
  chooses, in its discretion, to purchase one or more life insurance policies
  on the life of the individual in connection with its obligations under this
  plan, and the individual fails to submit a complete and accurate application
  in connection with the acquisition of the policy(ies), or fails to submit to
  any physical examination that the insurer may require, or fails to provide
  any other information that the insurer or Plan Administrator may reasonably
  request or to comply with any other requirement which the insurer may
  reasonably impose.

	
   
	
   
	
   

	
  2.2
	
  Commencement
  of Participation.

	
   
	
   

	
   
	
  Each
  Eligible Employee shall first become a Participant as of the initial pay
  period for the first Plan Year following the date upon which he is first
  determined by the Committee to be an Eligible Employee.




4








ARTICLE III

ESTABLISHMENT OF ACCOUNTS


	
  3.1

  	
  Accounts.

	
   
	
   

	
   
	
  The Plan
  Administrator will establish and maintain separate memorandum Accounts for
  each Participant, for bookkeeping purpose only, which will be used to measure
  the amount of the Company’s liability to each Participant and Beneficiary
  under this Plan.

	
   
	
   

	
  3.2
	
  Credits and
  Debits to Accounts.

	
   
	
   

	
   
	
  The Plan
  Administrator will, as often and as soon as may be reasonable and
  practicable, make such adjustments to the Accounts, by credit (addition) or
  debit (reduction), as may be necessary and/or appropriate to reflect:

	
   
	
   

	
   
	
  (a)
	
  a
  Participant’s Elective Deferrals,

	
   
	
   
	
   

	
   
	
  (b)
	
  any Company
  Contributions,

	
   
	
   
	
   

	
   
	
  (c)
	
  any accrued
  interest (if Company contributions are deemed to be invested at interest),
  and

	
   
	
   
	
   

	
   
	
  (d)
	
  any income
  and/or expense, and any gain or loss (i.e., increase or decrease, whether
  realized or unrealized), associated with any other investment(s) in which the
  contributions are deemed be invested, so that the balance of any portion of
  the Account that is deemed to be invested will be adjusted in the same manner
  and amount that it would have been adjusted had the Account investment actually
  been made (i.e., so as to reflect the net amount invested, and any changes in
  the investment’s market or net asset value).




5








ARTICLE IV

CONTRIBUTIONS AND BENEFITS


	
  4.1

  	
  Benefits.

	
   
	
   

	
   
	
  Participants
  (or their Beneficiaries) will be entitled to benefits from this Plan upon the
  Participant’s Termination of Employment. 
  Benefits will be based upon the value of a Participant’s Account,
  which will reflect credits for (i) hypothetical “contributions” made by the
  Company in an amount equal to a Participant’s Elective Deferrals, (ii)
  hypothetical  contributions made by
  the Company in amounts as described in section 4.3, and (iii)  additional credits (or debits) for the
  hypothetical investment performance of those 
  contributions, as hereinafter described.

	
   
	
   

	
  4.2
	
  Elective
  Deferrals.

	
   
	
   

	
   
	
  A
  Participant may file a written election with the Company (on a form approved
  by the Company) to defer receipt of any Compensation which the Participant
  would otherwise be entitled to receive from the Company.  Except as otherwise provided herein, the
  Participant’s election to defer payment of his Compensation must be made at
  least thirty (30) days before the beginning of the calendar year for which
  the Compensation is payable.  If the Participant
  elects to defer any Compensation under this Section 4.2,  the election may not be revoked during the
  calendar year in which it was intended to be applicable; however, the
  Participant may revoke and/or re-elect for Compensation that may be earned
  subsequent calendar years.  

	
   
	
   

	
  4.3
	
  Company
  Contributions.

	
   
	
   

	
   
	
            (a)     Initial
  Contribution.   On or before
  December 31, 2004, the Company will credit to the account of each Participant
  who was employed by the Company on January 1, 2004, a sum equal to the
  aggregate amount that the Company would have contributed to such
  Participant’s SEP during the period from January 1 to December 31, 2003 if
  the Company’s contributions to the SEP had not been limited by Code section
  415(c).   

	
   
	
   

	
   
	
            (b)     Annual
  Contributions.   On or before
  December 31 of each calendar year beginning on or after January 1, 2004, the
  Company will credit to the account of each Participant a sum equal to the
  amount that the Company would have contributed to such Participant’s SEP
  during such calendar year if the Company’s contributions to the SEP for such
  calendar year had not been limited by Code section 415(c).

	
   
	
   

	
  4.4
	
  Crediting
  Elective Contributions to Accounts.

	
   
	
   

	
   
	
  Elective
  Deferrals will be credited to a Participant’s Account within ten (10) days
  after the end of the month to which the Elective Deferrals relates. No amount
  shall actually be set aside for payment under this Agreement, and the
  existence of the Account shall not create and shall not be deemed to create a
  trust of any kind, or fiduciary relationship between the Company and the
  Participant or his Beneficiary.  

	
   
	
   




6









	
  4.5

  	
  Taxation.

	
   
	
   

	
   
	
  Amounts
  credited to a Participant’s Account under this Plan are subject to rules of
  taxation (including employment taxes) as may be applicable from time to time.  Any taxes owing in a year will be deducted
  from a Participant’s Compensation pursuant to rules established by the
  Committee.

	
   
	
   

	
  4.6
	
  Investment
  Funds.

	
   
	
   

	
   
	
  (a)
	
  Investment
  Funds Offered under Plan.  The Company, in conjunction with the advice and recommendations
  of its investment advisors, shall designate one or more investments to be
  offered under the Plan, and shall provide the Participant a list of the
  mutual funds, stocks, bonds securities or other assets into which the
  Participant’s Account may be deemed invested.

	
   
	
   
	
   

	
   
	
  (b)
	
  Change in
  Investment Funds Offered under Plan.  In its sole discretion, the Company may
  from time to time, upon advice and recommendations by its investment
  advisors,  designate other investment
  funds in addition to or in lieu of the investment funds then being offered
  under the Plan.  Any such change in
  the investment funds offered under the Plan may be made without amending the
  Plan.   Any addition or deletion of a
  designated investment fund shall be communicated to the Participant.

	
   
	
   
	
   

	
   
	
  (c)
	
  Participant’s
  Choice of Funds. 
  The Participant’s choice of the investment funds into which an Account
  is deemed to be invested shall be the sole responsibility of the Participant.
  At the time an individual becomes a Participant (or within a short period of
  time thereafter), he may make an initial election regarding such deemed
  investment funds by submitting a completed investment election form to the
  Plan Administrator (in such documents as the Plan Administrator may
  designate). 

	
   
	
   
	
   

	
   
	
  (d)
	
  Revised
  Participant’s Elections Regarding Investment Funds.  The Participant may elect to change the
  investment funds into which his Account is deemed to be invested by
  completing a new investment election form. 
  On such form, the Participant may designate the investment funds into
  which future Elective Deferrals and Company Contributions will be deemed to
  be invested and may change the investment funds into which prior Elective
  Deferrals and Company Contributions are deemed to be invested.  Such changes shall become effective as
  soon as administratively feasible following the date the investment election
  form is completed and submitted to the Plan Administrator. 

	
   
	
   
	
   

	
   
	
  (e)
	
  Default
  Provision. 
  In the event the Participant fails to provide instructions on the investment
  of his Account, the Participant’s Account shall be deemed invested in a money
  market or similar type fund until further instructions are received from the
  Participant.  

	
   
	
   
	
   

	
   
	
  (f)
	
  Investment
  Performance Not Guaranteed. The Participant shall
  assume all risks that the investments attributable to his Account may
  decrease in value when invested in accordance with his investment
  instructions made pursuant to this Section 4.5. Notwithstanding any other
  provision of this Plan to the contrary, the Company shall not be liable to
  the Participant for any decrease in the value of investments attributable to
  the Participant’s Account resulting from his investment selections,
  including, but not be limited to, market value fluctuations, administrative
  fees, sales commissions, and withdrawal or surrender penalties/charges.




7









	
  4.7

  	
  Company
  Investments.

	
   
	
   

	
   
	
  Any
  investment the Company may actually make in connection with Section 4.5 of
  the Plan shall at all times remain part of the general assets of the Company,
  within the Company’s control and available for any Company purpose, subject
  to the provisions of any Rabbi Trust to which any actual investment is
  transferred; and the rights of Participants and their Beneficiaries will
  remain those of unsecured general creditors of the Company.




8








ARTICLE V

BENEFIT EVENTS

	
  5.1
	
  Benefits
  Following Termination of Employment.

	
   
	
   

	
   
	
  Upon a
  Participant’s Termination of Employment, the Company will pay benefits to the
  Participant in the amount and manner described in Article VI.

	
   
	
   

	
  5.2
	
  Death
  Benefits.

	
   
	
   

	
   
	
  (a)
	
  Prior to his
  death, a Participant shall have the right to designate one or more
  Beneficiary for the amount payable under this Section 5.2.

	
   
	
   
	
   

	
   
	
  (b)
	
  If the
  Participant’s Termination of Employment occurs as a result of such Participant’s
  death, the Participant’s Account will be paid to the Participant’s named
  Beneficiary(ies) in a lump sum as described in Section 6.3. Payment will
  occur as soon as may be practicable under procedures established by the Plan
  Administrator.

	
   
	
   
	
   

	
   
	
  (c)
	
  Unless the
  Participant’s Beneficiary designation provides to the contrary, the following
  will apply with respect to payments after the Participant’s death:

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  If the
  primary Beneficiary survives the Participant but dies before distribution of
  the amount credited to such Participant’s Account, such amount will be paid
  to the Beneficiary’s estate.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  If the
  primary Beneficiary does not survive the Participant, payment will be made to
  a contingent Beneficiary or, if none is named or none survives the
  Participant, to the Participant’s estate.

	
   
	
   
	
   
	
   

	
  5.3
	
  Payor.

	
   
	
   

	
   
	
  The Company
  may pay directly any amounts due under the Plan to a Participant or
  Beneficiary, or it may delegate responsibility for payments to a trustee or
  other third party.




9








ARTICLE VI

VALUATION AND DISTRIBUTION OF ACCOUNTS


	
  6.1

  	
  Valuation of
  Accounts.

	
   
	
   

	
   
	
  A
  Participant’s Account shall be valued as of each Valuation Date under
  procedures established by the Plan Administrator.

	
   
	
   

	
  6.2
	
  Commencement of Benefits.

	
   
	
   

	
   
	
  Benefits
  will be paid after the Participant’s Benefit Commencement Date, which shall
  be determined in accordance with the terms of Article V.

	
   
	
   

	
  6.3
	
  Form and
  Amount of Payment.

	
   
	
   

	
   
	
  A
  Participant will receive a full lump sum payable on or within thirty days
  after the Participant’s Benefit Commencement Date, equal to the Account
  balance as of the Valuation Date immediately preceding the Benefit
  Commencement Date

	
   
	
   

	
  6.4
	
  Deferral of
  Benefits.

	
   
	
   

	
   
	
  A
  Participant will have one opportunity to postpone the commencement of his benefits
  for his Account, as follows: At least twelve (12) months prior to the date on
  which distribution would otherwise commence (or, in the sole discretion of
  the Plan Administrator, on a date not less than six (6) months prior to that
  date, but not later than the last day of the year preceding the year in which
  distribution would otherwise commence), the Participant may elect to
  postpone, but not accelerate, his Benefit Commencement Date to a later
  specified date which may not be earlier than two years after his Termination
  of Employment.  Any election which is
  determined, considering the date upon which the Participant terminates or is
  deemed to have terminated under Article V, to have been made too late, and
  not in accordance with this Section 6.4, will be void and without effect.




10








ARTICLE VII

ADMINISTRATION AND CLAIMS PROCEDURE


	
  7.1

  	
  Administration.

	
   
	
   

	
   
	
  The Plan
  shall be administered by the Board, which shall have the authority, duty and
  power to interpret and construe the provisions of the Plan as the Board deems
  appropriate including the authority to determine eligibility for benefits
  under the Plan. The Board shall have the duty and responsibility of
  maintaining records, making the requisite calculations and disbursing the
  payments hereunder. The interpretations, determinations, regulations and
  calculations of the Board shall be final and binding on all persons and
  parties concerned. Any benefits payable under this Plan will be paid only if
  the Plan Administrator decides in its discretion that the applicant is
  entitled to them.

	
   
	
   

	
  7.2
	
  Expenses;
  Reliance on Third-Parties.

	
   
	
   

	
   
	
  Expenses of
  administration shall be paid by the Company. The Board shall be entitled to
  rely on all tables, valuations, certificates, opinions, data and reports
  furnished by any actuary, accountant, controller, counsel or other person
  employed or retained by the Company with respect to the Plan.

	
   
	
   

	
  7.3
	
  Annual
  Statements.

	
   
	
   

	
   
	
  The Board
  shall furnish individual annual statements of accrued benefits to each
  Participant, or Beneficiary, in such form as determined by the Board. 

	
   
	
   

	
  7.4
	
  Appointment
  of a Conservator.

	
   
	
   

	
   
	
  The Company
  may from time to time establish rules and procedures which it determines to
  be necessary for the proper administration of the Plan and the benefits payable
  to an individual in the event that individual is declared incompetent and a
  conservator or other person legally charged with that individual’s care is
  appointed. Except as otherwise provided herein, when the Company determines
  that such individual is unable to manage his or her financial affairs, the
  Company may pay such individual’s benefits to such conservator, person
  legally charged with such individual’s care, or institution then contributing
  toward or providing for the care and maintenance of such individual. Any such
  payment shall constitute a complete discharge of any liability of the Company
  and the Plan for such individual.

	
   
	
   

	
  7.5
	
  Limitation
  of Liability.

	
   
	
   

	
   
	
  Notwithstanding
  any provision herein to the contrary, neither the Company nor any individual
  acting as an employee or agent of the Company shall be liable to any
  Participant, former Participant, designated Beneficiary, or any other person
  for any claim, loss, liability or expense incurred in connection with the
  Plan, unless attributable to fraud or willful misconduct on the part of the
  Company or any such employee or agent of the Company.




11









	
  7.6

  	
  Claims for
  Benefits.

	
   
	
   

	
   
	
  All claims
  for benefits shall be handled through the following procedure:

	
   
	
   

	
   
	
  (a)
	
  Claim.

	
   
	
   

	
   
	
  A person who
  believes that he is being denied a benefit to which he is entitled under the
  Plan (hereinafter referred to as a “Claimant”) may file a written request for
  such benefit with the Company, setting forth his claim.  The request must be addressed to the Plan
  Administrator at the Company’s  then
  principal place of business.

	
   
	
   

	
   
	
  (b)
	
  Claim
  Decision.

	
   
	
   

	
   
	
  Upon receipt
  of a claim, the Plan Administrator shall advise the Claimant that a reply
  will be forthcoming within ninety (90) days and shall, in fact, deliver such
  reply within such period.  The Plan
  Administrator may, however, extend the reply period for an additional ninety
  (90) days for reasonable cause.

	
   
	
   

	
   
	
  If the claim
  is denied in whole or in part, the Plan Administrator shall adopt a written
  opinion, using language calculated to be understood by the Claimant, setting
  forth:

	
   
	
   

	
   
	
   
	
  (i)
	
  The specific
  reason or reasons for such denial;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The specific
  reference to pertinent provisions of this Agreement on which such denial is
  based;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  A
  description of any additional material or information necessary for the
  Claimant to perfect his claim and an explanation why such material or such
  information is necessary;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  Appropriate
  information as to the steps to be taken if the Claimant wishes to submit the
  claim for review; and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (v)
	
  The time
  limits for requesting a review under Section 7.6(c) and for review under
  Section 7.6(d).

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Request for
  Review.

	
   
	
   
	
   

	
   
	
  Within sixty
  (60) days after the receipt by the Claimant of the written opinion described
  above, the Claimant may request in writing that the Assistant Secretary of
  the Company review the determination of the Company.  Such request must be addressed to the
  Assistant Secretary of the Company, at its then principal place of
  business.  The Claimant or his duly
  authorized representative may, but need not, review the pertinent documents
  and submit issues and comments in writing for consideration by the
  Company.  If the Claimant does not
  request a review of the Company’s determination by the Assistant Secretary of
  the Company within such sixty (60) day period, he shall be barred and
  estopped from challenging the Company’s determination.




12









	
   
	
   

	
   
	
  (d)
	
  Review of
  Decision.

	
   
	
   
	
   

	
   
	
  Within sixty
  (60) days after the Assistant Secretary’s receipt of a request for review, he
  will review the Company’s determination. 
  After considering all materials presented by the Claimant, the
  Assistant Secretary will render a written opinion, written in a manner
  calculated to be understood by the Claimant, setting forth the specific
  reasons for the decision and containing specific references to the pertinent
  provisions of this Agreement on which the decision is based.  If special circumstances require that the
  sixty (60) day time period be extended, the Assistant Secretary will so
  notify the Claimant and will render the decision as soon as possible, but no
  later than one hundred twenty (120) days after receipt of the request for
  review.




13








ARTICLE VIII

FUNDING

	
  8.1
	
  In General.

	
   
	
   

	
   
	
  This Plan is
  unfunded.  The rights of a Participant
  or Beneficiary are those of an unsecured general creditor of the
  Company.  In general, benefits will be
  paid by the Company from its general assets when due.

	
   
	
   

	
   
	
  The Company,
  in its sole discretion, shall decide whether or not to underwrite its
  obligations under the Plan by actually investing amounts equal to the Company
  contributions in any investment vehicle. 
  If the Company decides to invest its contributions, no Participant or
  Beneficiary will have any interest in those actual investments, even if those
  actual investments correspond to the Plan’s hypothetical investments, and
  even if the amounts invested correspond to the amounts of the Company’s
  hypothetical Plan contributions.  Any
  investment the Company makes in connection with the Plan shall at all times
  remain part of the general assets of the Company, subject to the provisions
  of any Rabbi Trust to which any actual investment is transferred; and the
  rights of Participants and their Beneficiaries will remain those of unsecured
  general creditors of the company.

	
   
	
   

	
   
	
  Participants
  and their Beneficiaries, heirs, successors, and assigns shall have no legal
  or equitable rights, claims, or interests in any specific property or assets
  of the Company, including any investments actually acquired in connection
  with the Company’s obligations under the Plan, except as may be provided for
  in a Rabbi Trust which the Company may choose to establish, as provided for
  in Section 8.2.  No life insurance
  policy(ies) or other asset(s) of the Company shall be held by the Company, or
  by any other person or entity, in a fiduciary capacity, under any trust
  expressed or implied, for the benefit of Participants, their Beneficiaries,
  heirs, successors, or assigns (other than under a Rabbi Trust), or shall be
  held as collateral security for the fulfillment of the obligations of the
  Company under this Plan.  Any and all
  of the Company’s assets, including such Policies, shall be, and remain, the
  general, unpledged, unrestricted assets of the Company.

	
   
	
   

	
   
	
  Whether or
  not the Company sets aside assets in a Rabbi Trust in connection with this
  Plan, the Company’s obligation under the Plan shall be merely that of an
  unfunded and unsecured promise of the Company to pay money in the future.

	
   
	
   

	
  8.2
	
  Rabbi Trust.

	
   
	
   

	
   
	
  The Company
  may transfer cash, life insurance policies or any other assets to a Rabbi
  Trust which it may establish in connection with the Plan.

	
   
	
   

	
   
	
  In that
  event, Plan benefits may be paid, in the absolute discretion of the Company,
  from the Company’s other general assets, or from assets held in the Rabbi
  Trust.

	
   
	
   

	
   
	
  In the event
  that assets are placed in a Rabbi Trust, those assets shall remain available
  to general creditors of the Company in the event of its insolvency.




14








ARTICLE IX

AMENDMENT, TERMINATION AND CHANGE OF CONTROL


	
  9.1

  	
  Amendment or
  Termination. 
  The Company reserves the right to amend, modify, suspend or terminate
  this Plan in whole or in part at anytime by action of its Board.  No amendment shall reduce the Account
  credited to a Participant under this Plan as of the amendment date, except to
  the extent that the Participant agrees in writing to such a reduction.

	
   
	
   

	
  9.2
	
  Change of
  Control. 
  Following a Change of Control (as that term is defined in the
  Employment Agreement), the Plan shall be continued by the surviving entity,
  and the participant’s rights under this Plan shall not be impaired without
  the consent of the Participant.




15








ARTICLE X

GENERAL PROVISIONS

	
  10.1
	
  Payment to
  Minors and Incompetents.  

	
   
	
   

	
   
	
  If any
  Participant or Beneficiary entitled to receive any benefits hereunder is a
  minor or is deemed by the Plan Administrator, or adjudged to be, legally
  incapable of giving valid receipt and discharge for benefits received,
  benefits will be paid to such person or institution as the Plan Administrator
  may designate or to the duly appointed guardian of the Participant or
  Beneficiary, as the case may be.  Any
  payment so made shall be deemed to be in complete discharge of the
  Participant or Beneficiary’s right to such payment under the Plan.

	
   
	
   

	
  10.2
	
  No Contract.  

	
   
	
   

	
   
	
  This Plan
  shall not be deemed to create a contract of employment with any Participant,
  nor shall any provision of the Plan alter in any way the rights and
  responsibilities of the Company or any Participant under any employment agreement
  entered into by the Company and a Participant.

	
   
	
   

	
  10.3
	
  Use of
  Masculine and Feminine; Singular and Plural.  

	
   
	
   

	
   
	
  Wherever
  used in this Plan, the masculine gender will include the feminine gender and
  the singular will include the plural, unless the context indicates otherwise.

	
   
	
   

	
  10.4
	
  Non-Alienation
  of Benefits. 
  

	
   
	
   

	
   
	
  No amount
  payable to, or held under the Plan for the account of, any Participant or
  Beneficiary shall be subject in any manner to alienation, sale, transfer,
  assignment, pledge, encumbrance, or charge, and any attempt to so anticipate,
  alienate, sell, transfer, assign, pledge, encumber, or charge the same shall
  be void.  Nor shall any amount payable
  to, or held under the Plan for the account of, any Participant or Beneficiary
  be in any manner liable for his debts, contracts, liabilities, engagements,
  or torts, or be subject to any legal process to levy upon or attach.

	
   
	
   

	
  10.5
	
  Protective
  Provisions.  

	
   
	
   

	
   
	
  Each
  Participant shall cooperate with the Company by furnishing any and all information
  requested by the Company in order to facilitate the payment of benefits
  hereunder, taking such physical examination as the Insurer may require and
  such other relevant action as may be requested by the Plan Administrator.  If a Participant refuses to cooperate with
  any requirements reasonably imposed, the Company shall have no further
  obligation to the Participant under the Plan, other than payment to the
  Participant of the cumulative amounts previously deferred by the Participant
  under the Plan.




16









	
  10.6

  	
  Governing
  Law.  

	
   
	
   

	
   
	
  The
  provisions of the Plan shall be interpreted, construed, and administered in
  accordance with the laws of the of the State of North Carolina, except to the
  extent federal law (including, but not limited to, ERISA) applies. ERISA will
  govern all issues and matters relating to the Plan and shall preempt all
  state laws relating to the Plan.

	
   
	
   

	
  10.7
	
  Captions.  

	
   
	
   

	
   
	
  The captions
  contained in the Plan are inserted only as a matter of convenience and for
  reference and in no way define, limit, enlarge, or describe the scope or
  intent of the Plan nor in any way affect the construction of any provision of
  the Plan.




          EXECUTED
this _____________ day of ________________, 2004 by the Company’s duly
empowered officer.


	
   
	
   
	
  INVESTORS TITLE INSURANCE COMPANY

	
   
	
   
	
   

	
   
	
   
	
   

	
  ATTEST:
	
   
	
   

	
   
	
  



  	
   
	
  



  
	
   
	
   
	
  Signature

	
   
	
   
	
   

	
   
	
   
	
  Title

	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
   

	
   
	
   
	
  Date

	
   
	
   
	
   
	
  



  
						


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