Exhibit 10(xi)


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


          THIS
EMPLOYMENT AGREEMENT (“Agreement”) effective as of November 17, 2003
(the “Effective Date”), and as amended June 1, 2004, is between
Investors Title Insurance Company, a North Carolina corporation (the “Company”),
and James A. Fine, Jr. (“Executive”).


RECITALS:

          WHEREAS,
Executive is presently the Executive Vice President, Treasurer and Chief
Financial 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; and

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

          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 Executive Vice President,
Treasurer and Chief Financial 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 (the “Board”), shall have the normal
duties, responsibilities and authority of an executive serving in such
position.

          (b)    Executive
shall report to the Chief Executive Officer.

          (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 and management 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 Two Hundred Seven Thousand and No/100 Dollars ($207,000.00) 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”).

          (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)     Nonqualified
Supplemental Retirement Benefit Plan. 
During the Employment Period and within ten (10) days after each
calendar quarter, the Company shall make a contribution on the Executive’s
behalf to a Nonqualified Supplemental Retirement Benefit Plan in an amount
equal to twenty-two percent (22%) of the Executive’s Base Salary and Bonus
Compensation paid during such calendar quarter.  If the Employment Period is terminated, for any reason
whatsoever, prior to a contribution being made for twenty (20) calendar
quarters, then in such event the Company shall make a lump sum contribution to
the plan equal to the number of calendar quarters less than twenty (20), using
as a base for determining such amount twenty two percent (22%) of the
Executive’s Base Salary and Bonus Compensation for the twelve (12) months
preceding the termination of employment.

          (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.

2








          (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.

	
   
	
   
	
   

	
   
	
  (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”);

	
   
	
   

	
   
	
            (vi)   Executive’s
  retirement at any time following his 50th 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:




3









	
   
	
            (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 l3d-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




4









	
   
	
   
	
           (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 and any reimbursable expenses which have been incurred but are unpaid
as of the end of the Employment Period, (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.


5








          (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) payment of the
Executive’s then current base salary for a period of three (3) years following
the termination date, payable on a monthly basis, (ii) three (3) annual
payments on the anniversary of the termination date, each in an amount equal to
the average of the Bonus Compensation paid to the Executive during the three
(3) years prior to Executive’s death, Disability or Retirement, (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) payment of the Executive’s then current Base Salary for a
period of five (5) years following the termination date, payable on a monthly
basis, (ii) five (5) annual payments on the anniversary of the termination
date, each in an amount equal to the average of the Bonus Compensation paid to
the Executive during the three (3) years prior to the termination date, (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.

6









          (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, (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, (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.


          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








          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.

          (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.

8








          (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).

          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 shall be at reasonable times, with appropriate notice, not
more frequent than three (3) times a month, and may, at Employee’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 Company

          Attention:
Secretary

          P. O. Drawer 2687

          Chapel 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.

9








          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.


          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.

10









          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.

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

	
   
	
  INVESTORS
  TITLE INSURANCE COMPANY

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  
	
   
	
   

	
   
	
  Its

	
   
	
   
	
  



  
	
   
	
   

	
   
	
  Date:

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  JAMES A.
  FINE, JR.

	
   
	
   

	
   
	
  



  
	
   
	
   

	
   
	
  Date:

	
   
	
   
	
  



  	
   

					



11