AMENDED AND RESTATED DEATH BENEFIT
PLAN AGREEMENT 

     THIS
AMENDED AND RESTATED DEATH BENEFIT PLAN AGREEMENT, effective as of January 1,
2009 (the “Agreement”), is by and between Investors Title Insurance Company, a
North Carolina corporation (the “Company”), and James A. Fine, Jr., an
individual residing in the State of North Carolina (the “Executive”),


     WITNESSETH THAT: 

     WHEREAS,
the Executive is employed by the Company under the terms of an Employment
Agreement dated November 17, 2003, as amended from time to time (the “Employment
Agreement”), and 

     WHEREAS,
the Company recognizes the valuable services heretofore performed for it by the
Executive and wishes to encourage his continued employment; and 

     WHEREAS,
the Executive wishes to be assured that his irrevocably designated beneficiary
will be entitled to a certain benefit in the event of Executive’s death; and


     WHEREAS,
the parties hereto previously entered into that certain Death Benefit Plan
Agreement, dated as of May 19, 2004 (the “Existing Death Benefit Plan
Agreement”), which sets forth the terms and conditions upon which the Company
will pay such death benefit; and 

     WHEREAS,
the parties deem it appropriate to amend and restate the Existing Death Benefit
Plan Agreement; and

     WHEREAS,
the parties hereto intend that this Agreement be considered an unfunded
arrangement, maintained primarily to provide deferred compensation benefits for
the Executive, a member of a select group of management or highly compensated
employees of the Company, for purposes of the Employee Retirement Income
Security Act of 1974, as amended; 

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

     1.
DEATH BENEFIT. 

     a. In the event of the death of the Executive while employed
by the Company, the Company shall thereafter pay to the Executive’s designated
beneficiary within sixty (60) days of the death of the Executive a lump sum
amount equal to: 

     (i) an amount equal to three (3) times the sum of the
Executive's (i) current Base Salary, but in no event less than $766,680, plus
(ii) average Bonus Compensation for the past three (3) years (as such terms are
defined in the Employment Agreement), but in no event less than $1,030,000,
and

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     (ii) two million dollars ($2,000,000), reduced by the amount
that the Executive's estate will receive under Section 1.a.(i) of this Agreement
and Sections 5(b)(iii) and 5(b)(v) of the Employment Agreement, plus the amount
accrued on the Company's books pursuant to Section 1.a.(i) of this Agreement and
Sections 5(b)(iii) and 5(b)(v) of the Employment Agreement. 

     b. The Executive hereby irrevocably designates The James Allen
Fine, Jr. Irrevocable Family Trust dated April 16, 2003 as his beneficiary
hereunder. 

     2.
BENEFIT CONTINGENT ON CONTINUED
EMPLOYMENT. 

     a. In the event that the employment of the Executive by the Company is
terminated due to Retirement, Disability, Termination without Cause or
Termination by Executive for Good Reason, the Employment Agreement shall
govern.

     b. In the event that the employment of the Executive by the Company is
terminated due to any reason other than his death or a reason listed in Section
2(a), this Agreement shall terminate and the Company shall have no obligation to
provide the Executive or his designated beneficiary with any benefits
hereunder.

     c. Nothing contained herein shall be construed to be a contract of
employment for any term of years, nor as conferring upon the Executive the right
to continue to be employed by the Company, in any capacity. It is expressly
understood by the parties hereto that this Agreement relates exclusively to a
death benefit for the Executive’s services, and is not intended to alter in any
way the rights and responsibilities under the Employment Agreement, as such may
be amended from time to time. 

     3. NO
TRUST CREATED. Nothing contained in this
Agreement, and no action taken pursuant to its provisions by either party hereto
shall create, or be construed to create, a trust of any kind, or a fiduciary
relationship between the Company and the Executive, his designated beneficiary
or any other person. 

     4. BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED GENERAL CREDITOR STATUS OF EXECUTIVE. 

     a. The payments to the Executive’s designated beneficiary hereunder shall be
made from assets which shall continue, for all purposes, to be a part of the
general, unrestricted assets of the Company; no such person shall have nor
acquire any interest in any such assets by virtue of the provisions of this
Agreement. The Company’s obligation hereunder shall be an unfunded and unsecured
promise to pay money in the future. To the extent that any person acquires a
right to receive payments from the Company under the provisions hereof, such
right shall be no greater than the right of any unsecured general creditor of
the Company; no such person shall have nor require any legal or equitable right,
interest or claim in or to any property or assets of the
Company. 

     b. In the event that, in its discretion, the Company purchases an insurance
policy or policies insuring the life of the Executive (or any other property) to
allow the Company to recover, in whole, or in part, the cost of providing the
benefits hereunder, neither the Executive nor any of his designated
beneficiaries shall have or acquire any 2 right whatsoever therein or in the
proceeds therefrom. The Company shall be the sole owner and beneficiary of any
such policy or policies, and, as such, shall possess and may exercise all
incidents of ownership therein. No such policy, policies or other property shall
be held in any trust for the Executive or any other person nor as collateral
security for any obligation of the Company hereunder.


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     5. NON-ASSIGNABILITY OF BENEFITS. Neither
the Executive nor his designated beneficiary under this Agreement shall have any
power or right to transfer, assign, anticipate, hypothecate or otherwise
encumber any part or all of the amounts payable hereunder. Such amounts shall
not be subject to seizure by any creditor of any such beneficiary, by a
proceeding at law or in equity, nor transferable by operation of law in the
event of the bankruptcy, insolvency or death of the Executive, his designated
beneficiary, or any other beneficiary hereunder. Any such attempted assignment
or transfer shall be void and shall terminate this Agreement; the Company shall
thereupon have no further liability hereunder. 

     6.
ADMINISTRATION, DETERMINATION OF BENEFITS, AND
CLAIMS PROCEDURE. 

     a. The Plan shall be administered by the Company’s Board of
Directors, 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. 

     b. 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. 

     c. 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 the Executive, the Executive’s designated
beneficiary, the Executive’s estate 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. 

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

     (i) 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 President of the Company at its then
principal place of business.

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     (ii) Claim Decision. 


     Upon receipt of a claim, the Company 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 Company 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 Company shall
adopt a written opinion, using language calculated to be understood by the
Claimant, setting forth: 

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

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

     (C) 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; 

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

     (E) The time limits for requesting a review under Section
6(e)(iii) and for review under Section 6(e)(iv). 

     (iii) 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. 

     (iv) 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. 

     7. AMENDMENT AND TERMINATION. This
Agreement may not be amended, altered, modified, or terminated, except by a
written instrument signed by the parties hereto, or their respective successors
or assigns. 

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     8. 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 Executive’s rights under this Agreement shall
not be impaired without the consent of the Executive. 

     9. INUREMENT. This Agreement shall be
binding upon and inure to the benefit of the Company and its successors and
assigns, and the Executive, his successors, heirs, executors, administrators and
beneficiaries. 

     10. NOTICES. Any notice, consent or demand
required or permitted to be given under the provisions of this Agreement shall
be in writing, and shall be signed by the party giving or making the same. If
such notice, consent or demand is mailed to a party hereto, it shall be sent by
United States certified mail, postage prepaid, addressed to such party’s last
known address as shown on the records of the Company. The date of such mailing
shall be deemed the date of notice, consent or demand. 

     11. GOVERNING LAW. This Agreement, and the
rights of the parties hereunder, shall be governed by and construed in
accordance with the laws of the State of North Carolina. 

     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate,
as of the day and year first above written. 

	 	Investors Title
      Insurance Company 
	 	 
	 	 
	 	By:       	 
	 	 	 	 President	 
	ATTEST: 	 
	 	 
	 	 
	 	 	 
	Secretary 	 
	 	 
	 	 
	 	 
	 	 
	 	Executive


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