Exhibit
10(xiii)


INVESTORS
TITLE INSURANCE COMPANY


NONQUALIFIED
SUPPLEMENTAL RETIREMENT BENEFIT PLAN


Effective
November 17, 2003









TABLE OF CONTENTS


	
   
	
   
	
  Page

  
	
   
	
   
	
 

  
	
  PREAMBLE

  	
   
	
  1
	
   

	
   
	
   
	
   
	
   

	
  ARTICLE I
	
       DEFINITIONS
	
  2
	
   

	
   
	
   
	
   
	
   

	
   
	
  1.1
	
  “Account”
	
  2
	
   

	
   
	
  1.2
	
  “Base Salary”
	
  2
	
   

	
   
	
  1.3
	
  “Beneficiary”
	
  2
	
   

	
   
	
  1.4
	
  “Benefit
  Commencement Date”
	
  2
	
   

	
   
	
  1.5
	
  “Board” or
  “Board of Directors”
	
  2
	
   

	
   
	
  1.6
	
  “Bonus
  Compensation”
	
  2
	
   

	
   
	
  1.7
	
  “Cause”
	
  2
	
   

	
   
	
  1.8
	
  “Code”
	
  2
	
   

	
   
	
  1.9
	
  “Committee”
	
  2
	
   

	
   
	
  1.10
	
  “Company”
	
  3
	
   

	
   
	
  1.11
	
  “Effective
  Date”
	
  3
	
   

	
   
	
  1.12
	
  “Eligible Employee”
	
  3
	
   

	
   
	
  1.13
	
  “Employment
  Agreement”
	
  3
	
   

	
   
	
  1.14
	
  “Employment
  Period”
	
  3
	
   

	
   
	
  1.15
	
  “Participant”
	
  3
	
   

	
   
	
  1.16
	
  “Plan”
	
  3
	
   

	
   
	
  1.17
	
  “Plan
  Administrator”
	
  3
	
   

	
   
	
  1.18
	
  “Plan Year”
	
  3
	
   

	
   
	
  1.19
	
  “Rabbi
  Trust”
	
  3
	
   

	
   
	
  1.20
	
  “Schedule”
	
  3
	
   

	
   
	
  1.21
	
  “Termination
  of Employment”
	
  3
	
   

	
   
	
  1.22
	
  “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
	
  Contributions
	
  6
	
   

	
   
	
  4.3
	
  Changes in
  Base Salary and/or Base Compensation
	
  6
	
   

	
   
	
  4.4
	
  Crediting of
  Contributions
	
  6
	
   

	
   
	
  4.5
	
  Taxation
	
  6
	
   

	
   
	
  4.6
	
  Deemed
  Investment of Contributions
	
  6
	
   

	
   
	
  4.7
	
  Company
  Investments
	
  7
	
   




i








TABLE OF CONTENTS
(continued)


	
   
	
   
	
   
	
  Page

  
	
   
	
   
	
   
	
   

	
  ARTICLE V

  	
       BENEFIT
  EVENTS
	
  8
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1
	
  Benefits
  Following Retirement and Certain Other Events
	
  8
	
   

	
   
	
  5.2
	
  Benefits  Upon Disability
	
  8
	
   

	
   
	
  5.3
	
  Death
  Benefits
	
  8
	
   

	
   
	
  5.4
	
  Termination
  For Cause
	
  9
	
   

	
   
	
  5.5
	
  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 Options
	
  10
	
   

	
   
	
  6.4
	
  Election of
  Payment Options and Deferral of Benefits
	
  11
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE VII
	
       ADMINISTRATION
  AND CLAIMS PROCEDURE
	
  12
	
   

	
   
	
   
	
   
	
   

	
   
	
  7.1
	
  Administration
	
  12
	
   

	
   
	
  7.2
	
  Expenses;
  Reliance on Third Parties
	
  12
	
   

	
   
	
  7.3
	
  Annual
  Statements
	
  12
	
   

	
   
	
  7.4
	
  Appointment
  of a Conservator
	
  12
	
   

	
   
	
  7.5
	
  Limitation
  of Liability
	
  12
	
   

	
   
	
  7.6
	
  Claims for
  Benefits
	
  13
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE VIII
	
       FUNDING
	
  15
	
   

	
   
	
   
	
   
	
   

	
   
	
  8.1
	
  In General
	
  15
	
   

	
   
	
  8.2
	
  Rabbi Trust
	
  15
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE IX
	
       AMENDMENT,
  TERMINATION AND CHANGE OF CONTROL
	
  16
	
   

	
   
	
   
	
   
	
   

	
   
	
  9.1
	
  Amendment or
  Termination
	
  16
	
   

	
   
	
  9.2
	
  Change of
  Control
	
  16
	
   

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE X
	
       GENERAL
  PROVISIONS
	
  17
	
   

	
   
	
   
	
   
	
   

	
   
	
  10.1
	
  Payment to
  Minors and Incompetents
	
  17
	
   

	
   
	
  10.2
	
  No Contract
	
  17
	
   

	
   
	
  10.3
	
  Use of
  Masculine and Feminine; Singular and Plural
	
  17
	
   

	
   
	
  10.4
	
  Non-Alienation
  of Benefits
	
  17
	
   

	
   
	
  10.5
	
  Protective
  Provisions
	
  17
	
   

	
   
	
  10.6
	
  Governing
  Law
	
  17
	
   

	
   
	
  10.7
	
  Captions
	
  18
	
   




ii








PREAMBLE


Effective November 17, 2003, Investors Title Insurance Company (the
“Company”) hereby establishes this non-qualified deferred compensation plan
referred to as the Investors Title Insurance Company Non-qualified Supplemental
Retirement Benefit Plan (the “Plan”).


The purpose of this Plan is to provide additional retirement benefits
to Eligible Employees on a non-qualified, tax-deferred 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 October
1, 2003.

Benefits are based upon hypothetical Company contributions credited to
Participant “Accounts”.

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 employer contributions 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 Company Plan contributions, and the hypothetical investment
  earnings, gains and losses credited to the Account under the terms of the
  Plan.

	
   
	
   

	
  1.2
	
  “Base
  Salary” has the meaning given to it in Section 3 of the Employment
  Agreement.

	
   
	
   

	
  1.3
	
  “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.

	
   
	
   

	
  1.4
	
  “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.

	
   
	
   

	
  1.5
	
  “Board”
  or “Board of Directors” means the Board of Directors of Investors Title
  Insurance Company. 

	
   
	
   

	
  1.6
	
  “Bonus
  Compensation” has the meaning given to it in Section 3 of the Employment
  Agreement.

	
   
	
   

	
  1.7
	
  “Cause”
  has the meaning given in Section 4 of the Employment Agreement.

	
   
	
   

	
  1.8
	
  “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.

	
   
	
   

	
  1.9
	
  “Committee”
  means the Compensation Committee of Investors Title 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.




2









	
  1.10

  	
  “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.

	
   
	
   

	
  1.11
	
  “Effective
  Date” means November 17, 2003.

	
   
	
   

	
  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
	
  “Employment
  Agreement” means the agreement, as amended from time to time, entered
  into between an Eligible Employee and the Company, which contains the certain
  defined terms used herein along with the general terms and conditions of the
  Eligible Employee’s employment. 

	
   
	
   

	
  1.14
	
  “Employment
  Period” has the meaning given to it in Section 1 of the Employment
  Agreement.

	
   
	
   

	
  1.15
	
  “Participant”
  means an Eligible Employee for whom an Account is being maintained under the
  terms of the Plan.

	
   
	
   

	
  1.16
	
  “Plan”
  means the Investors Title Insurance Company Non-Qualified Supplemental
  Retirement Benefit Plan as set forth in this document and as amended from
  time to time.

	
   
	
   

	
  1.17
	
  “Plan
  Administrator” means the Company.

	
   
	
   

	
  1.18
	
  “Plan
  Year” means each calendar year commencing January 1, 2004 and thereafter.

	
   
	
   

	
  1.19
	
  “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.

	
   
	
   

	
  1.20
	
  “Schedule”
  means the document which lists the Eligible Employees who are Participants in
  the Plan, as such Schedule is amended from time to time.

	
   
	
   

	
  1.21
	
  “Termination
  of Employment” means any severance of the employee/employer relationship
  between a Participant and the Company for any reason including the
  Participant’s Retirement, death, Termination for Disability, Termination for
  Cause, Termination without Cause, Termination for Good Reason or  termination following a Change in Control,
  as such terms are defined in the Employment Agreement.

	
   
	
   

	
  1.22
	
  “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)
	
  Company
  contributions,

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (c)
	
  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 for any reason. Benefits will be
  based upon the value of a Participant’s Account, which will reflect credits
  for hypothetical “contributions” made by the Company, as well as additional
  credits (or debits) for the hypothetical investment performance of those Plan
  contributions, as hereinafter described.

	
   
	
   

	
  4.2
	
  Contributions.

	
   
	
   

	
   
	
  For each
  calendar quarter during the Employment Period, the Company shall make a
  contribution on the Participant’s behalf to the Plan in an amount equal to
  twenty-two percent (22%) of the Participant’s Base Salary and Bonus
  Compensation paid during such calendar quarter.  Notwithstanding the foregoing, however, if the Participant has
  a Termination of Employment before the Company has contributed said amount
  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 Participant’s Base Salary and Bonus Compensation for the
  twelve (12) months preceding the Termination of Employment. After the Company
  has contributed to the Plan an amount equal to twenty-two percent (22%) of
  the Participant’s Base Salary and Bonus Compensation paid during the calendar
  quarter for twenty (20) calendar quarters, the Company, in its sole
  discretion, may determine the amount, if any, contributed for subsequent
  calendar quarters during the Employment Period. 

	
   
	
   

	
  4.3
	
  Changes in
  Base Salary and/or Base Compensation.

	
   
	
   

	
   
	
  The rate of
  Company contribution shall continue in effect for the Employment Period to
  which it applies, notwithstanding any change in the Participant’s Base Salary
  and Bonus Compensation which may occur during such year.

	
   
	
   

	
  4.4
	
  Crediting of
  Contributions.

	
   
	
   

	
   
	
  Company
  contributions to the Plan will be credited to a Participant’s Account within
  ten (10) days after the end of the calendar quarter to which the contribution
  relates.

	
   
	
   

	
  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 Base Salary and/or Bonus Compensation pursuant
  to rules established by the Committee.




6









	
  4.6

  	
  Deemed
  Investment of Contributions.

	
   
	
   

	
   
	
  Solely for
  the purpose of measuring the Company’s liability to a Participant under the
  Plan, Company contributions credited to Participant Accounts will be deemed invested
  as the Participant/Committee shall from time to time determine.  Credits to Participant Accounts for
  hypothetical investment performance will, if amounts are deemed invested at
  interest, be based upon a rate of interest determined by the Board from time
  to time.  Otherwise, such credits (or
  debits) will be based upon the performance of a security, index or other
  investment (or upon any other method) determined by the Committee and
  specified in an Appendix to this Plan, which will be amended, as appropriate,
  to reflect any change in the investment made by the Committee.

	
   
	
   

	
  4.7
	
  Company
  Investments.

	
   
	
   

	
   
	
  The Company,
  in its sole discretion, shall decide whether or not to underwrite its
  obligations under the Plan by actually investing its hypothetical contributions.  If the Company decides to invest any
  amounts, Plan Participants and Beneficiaries shall have no interest (other
  than those of unsecured general creditors) in such actual investments even if
  they correspond to the securities, index or other hypothetical investments
  used for the measurement of Plan benefits. 
  Any investment the Company may actually make in connection with 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.




7








ARTICLE V

BENEFIT EVENTS


	
  5.1

  	
  Benefits
  Following Retirement and Certain Other Events.

	
   
	
   

	
   
	
  Upon a
  Participant’s Termination of Employment for any reason other than as a result
  of such Participant’s Termination for Disability (as that term is defined in
  the Employment Agreement) or death, the Company will pay benefits to the
  Participant (or his Beneficiary) in the amount and manner described in
  Article VI.

	
   
	
   

	
  5.2
	
  Benefits
  Following a Termination for Disability.

	
   
	
   

	
   
	
  (a)
	
  In the event
  that a Participant’s Termination of Employment is the result of such  Participant’s Termination for Disability
  (as that term is defined in the Employment Agreement), such Participant’s
  Termination of Employment will be deemed to have occurred on the date specified
  by the Board and the Company will pay benefits to the Participant (or his
  Beneficiary) in the amount and manner as described in Article VI.

	
   
	
   
	
   

	
   
	
  (b)
	
  For the
  purpose of this Article, a Participant who is disabled and absent from
  employment with the Company due to that disability will be considered to be
  employed in the active, full-time service of the Company for as long as he
  remains disabled.

	
   
	
   
	
   

	
  5.3
	
  Death
  Benefits.

	
   
	
   

	
   
	
  (a)
	
  Prior to his
  death, a Participant shall have the right to designate a beneficiary or
  beneficiaries for the amount payable under this Section 5.3, and to select a
  separate payment option for benefits commencing upon death, upon a form
  approved by the Plan Administrator.

	
   
	
   
	
   

	
   
	
  (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) according to a form of payment option
  described in Section 6.3 (or otherwise permitted by the Plan Administrator)
  and elected by the Participant separately for this post-death benefit
  distribution.  Payment of these
  amounts will commence as soon as may be practicable under procedures
  established by the Plan Administrator.

	
   
	
   
	
   

	
   
	
  (c)
	
  If a
  Participant dies after his Benefit Commencement Date but prior to receiving a
  distribution of his entire Account, and the Participant had not elected a
  single life annuity option for his retirement benefit, the balance remaining
  in his Account (or, in the event that the Participant elected an annuity
  payable over the life of Participant and spouse, the survivor annuity) will
  be paid to the Participant’s named beneficiary(ies) (or surviving annuitant)
  according to the Participant’s election for retirement benefits, for the
  remainder of the period over which the retirement benefits were to be paid.




8









	
   
	
  (d)
	
  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 all amounts due
  to the beneficiary under the Plan are paid out, the present value of any
  payments due after the death of the primary beneficiary will be paid to the
  beneficiary’s estate in a lump sum.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  If the
  primary beneficiary does not survive the Participant, any payments due after
  the death of the Participant will be paid to the contingent beneficiary or,
  if none is named or none survives the Participant, the present value of all
  amounts not yet paid to the Participant will be paid to the Participant’s
  estate in a lump sum.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  In the case
  of installment payments other than an annuity, the present value of amounts
  not yet paid will be the remaining Account Balance.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  In the case
  of an annuity, the present value will be determined by the Plan Administrator
  using the mortality table set forth in Revenue Ruling 95-6, 1995-1 CB 80 and
  a reasonable interest determined by the Plan Administrator considering the
  type of annuity and prevailing market rates.

	
   
	
   
	
   
	
   

	
  5.4
	
  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 Options.

	
   
	
   

	
   
	
  A
  Participant may elect the form of payment option applicable to his
  Account.  Payment options available
  under the Plan are:

	
   
	
   

	
   
	
  (a)
	
  Lump Sum.  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; or

	
   
	
   
	
   

	
   
	
  (b)
	
  Equal Annual Installments.  For Account balances of not less than
  $10,000, equal annual installments payable over five, ten, fifteen or twenty
  years, beginning on or within thirty days after the Participant’s Benefit
  Commencement Date.  Annual
  installments shall be equal to the Account balance on the Valuation Date
  immediately preceding first payment divided by the number of years in the
  elected installment period, plus interest to the date of each payment at such
  rate as the Board may determine from time to time (but not less than five
  percent (5%)); or

	
   
	
   
	
   

	
   
	
  (c)
	
  Recalculated Annual
  Installments.  For Account balances of not less than
  $10,000, annual installments payable over five, ten, fifteen or twenty years,
  beginning on or within thirty days after the Participant’s Benefit
  Commencement Date.  Annual installments
  shall be, for the first payment, equal to the Account balance on the
  Valuation Date immediately preceding the first payment divided by the number
  of years in the elected installment period, and for the remaining payments,
  equal to the Account Balance on the Valuation Date immediately preceding the
  payment, divided by the remaining number of installment payments to be
  made.  For the purpose of determining
  the amount of all payments following, the first payment, interest shall be
  credited to the Account Balance remaining after the first payment at such
  rate as the Board may determine from time to time (but not less than five
  percent (5%)); or

	
   
	
   
	
   

	
   
	
  (d)
	
  Life Annuity Options.  For Account balances of not less than
  $10,000, equal annual installments, beginning on or within thirty days after
  the Participant’s Benefit Commencement Date, payable over the life of the
  Participant, or over the lives of the Participant and spouse, with or without
  a minimum period certain, as elected by the Participant at the commencement
  of his participation in the Plan, or in a later change of form of payment
  made pursuant to Section 6.3.  This
  annuity will be the actuarial equivalent of the Account balance on the
  Valuation Date immediately preceding first payment, as determined by the Plan
  Administrator using the mortality table set forth in Revenue Ruling 95-6,
  1995-1 CB 80 and a reasonable interest rate determined by the Plan
  Administrator considering the type of annuity and prevailing market rates.




10









	
  6.4

  	
  Election of
  Payment Options and Deferral of Benefits.

	
   
	
   

	
   
	
  (a)
	
  Elections as
  to the manner of distribution of the Participant’s Account will be made upon
  forms provided by and according to procedures established by the Plan
  Administrator. At the commencement of an Eligible Employee’s participation in
  the Plan, he shall be required to make a written election indicating his form
  of payment option. This election will be binding and apply to all amounts
  held for the Participant under the Plan except as provided under (b) below.

	
   
	
   
	
   

	
   
	
  (b)
	
  A
  Participant will have one opportunity to postpone the commencement of his
  benefits and/or change his initial election regarding the form of payment
  option 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, and/or specify a different form of payment, under
  procedures established by the Plan Administrator. 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 6.3(b), will be void and without effect.




11








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.




12









	
  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.




13









	
   
	
  (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.




14








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 provide 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.




15








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 any time by action of its Board.  No amendment shall reduce the Account
  credited to a Participant under this Plan as of the amendment date, including
  the amounts that are to be credited under Section 4.2 of this Plan, 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.




16








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 such Participant’s
  Employment Agreement.

	
   
	
   

	
  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.

	
   
	
   

	
  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.




17









	
  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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