AMENDED AND RESTATED EMPLOYMENT
AGREEMENT 

     THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) effective as of January 1,
2009 (the “Effective Date”), is between Investors Title Insurance Company, a North
Carolina corporation (the “Company”), and W. Morris Fine
(“Executive”).

RECITALS: 

     WHEREAS,
Executive is presently the President and Chief Operating 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;

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

     WHEREAS,
the parties hereto previously entered into that certain Employment Agreement
effective as of November 17, 2003, as amended June 1, 2004 (the “Existing
Employment Agreement”); 

     WHEREAS,
pursuant to Section 16 of the Existing Employment Agreement, the Existing
Employment Agreement may be amended by the parties hereto; and 

     WHEREAS,
the parties hereto deem it appropriate to amend and restate the Existing
Employment Agreement; 

     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 President and Chief
Operating Officer of the Company or in such other similar position as the
Executive and the Chief Executive Officer shall agree upon and, subject to the
management of the business and affairs of the Company at the direction of the
Chief Executive Officer of the Company, 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 Fifty Five Thousand Five Hundred
Sixty and No/100 Dollars ($255,560) 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”). Any Bonus Compensation payable hereunder shall be paid no
later than March 15 of the calendar year following the calendar year in which
such cash bonus shall cease to be subject to a substantial risk of forfeiture
under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). 

     (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) Supplemental Retirement Cash Payment.
During the portion of the Employment Period following December 31, 2008, on an
annual basis (and in no event later than March 15 of each calendar year), the
Company shall make a cash payment equal to the amount that the Company would
have contributed to such Executive’s account under the Section 401(k) Plan as
Non-Elective Company Contributions during such calendar year if Non-Elective
Company Contributions to the Section 401(k) Plan for such calendar year had not
been limited by Code Sections 401(a)(17), 401(k)(3), 401(m), 402(g), and 415(c)
less the Non-Elective Company Contributions
actually contributed to such Executive’s account under the Section 401(k) Plan
during such calendar year. Such amounts shall constitute Compensation within the
meaning of the Investors Title Insurance Company Nonqualified Deferred
Compensation Plan.

2 




     (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.

     (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. Notwithstanding anything herein to the contrary, whether a termination of
employment has occurred for purposes of any deferred compensation payable
hereunder and subject to Code Section 409A shall be determined in a manner
consistent with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the Company’s 409A Policy, if any. 

     (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”);

3 




     (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:

     (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 13d-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, a
prorated Bonus Compensation for the year of termination, not less than the
Executive’s pro rata share of his average bonus paid over the prior three years,
and any reimbursable expenses which have been incurred but are unpaid as of the
end of the Employment Period (all of which shall be paid within thirty (30) days
of termination), (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) except in the case of the
Executive’s death, a lump sum payment of three times the Executive’s then
current base salary, but in no event less than $766,680 (ii) except in the case
of the Executive’s death, a lump sum payment of three times the average of the
Bonus Compensation paid to the Executive during the three (3) years prior to
Executive’s death, Disability or Retirement, but in no event less than
$1,015,000 (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) a lump sum payment
equal to five times that of the Executive’s then current Base Salary, but in no
event less than $1,277,800, (ii) a lump sum payment equal to five times the
average of the Bonus Compensation paid to the Executive during the three (3)
years prior to the termination date, but in not event less than $1,691,665,
(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, but in
no event less than $764,124 (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, but in no event less
than $1,011,615, (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.

     (g) Notwithstanding anything herein to the contrary, with respect to any
right to a payment that constitutes a “nonqualified deferred compensation plan”
subject to Section 409A of the Code, any payment to be made upon the Executive’s
termination of employment shall be delayed until the first day of the seventh
month following the Participant’s termination of employment if the Participant
is a “specified employee” within the meaning of Section 409A of the Code and the
Company’s 409A Policy, if any.

     (h) Notwithstanding anything herein to the contrary, with respect to any
right to a payment that (i) is to be made under this Section 5 based on the
continued participation by Executive, his spouse and each of Executive’s
dependent children in the Company’s medical, dental and vision health plan, at
the Company’s expense, and (ii) constitutes a “nonqualified deferred
compensation plan” subject to Section 409A of the Code, any such payment shall
be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). Expenses
eligible for reimbursements and in-kind benefits
shall be determined based on the coverage provided by the relevant plan
maintained by the Company for eligible employees, and any payments shall be made
only for the period or periods specified in this Section 5. Any amount of
expenses eligible for reimbursement or in-kind benefit provided during a taxable
year shall not affect the expenses eligible for reimbursement or in-kind
benefits to be provided in any other taxable year. The reimbursement of any
eligible expense shall be made on or before the last day of Executive’s taxable
year following the taxable year in which the expense was incurred. The right to
reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit.

7 




     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.
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.

8 




     (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.

     (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 




     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 (1) shall comply
with applicable requirements of Section 409A of the Code and the Company’s 409A
Policy, if any, regarding the determination of whether a termination of
employment has occurred; (2) shall be at reasonable times, with appropriate
notice, not more frequent than three (3) times a month; and (3) may, at the
Executive’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.

     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.

10 




     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.

     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.

     20. Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code.
Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered
in a manner consistent with this intent. 

11 




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

		INVESTORS TITLE INSURANCE COMPANY  
		 
		 
		By: 
    	 	 
		 
		Its: 
    	 	 
		 
		Date:  	 	 
		 
		 
		W.
      MORRIS FINE  
		 
		 
		 
		Date:  	 	 



12