NONQUALIFIED SUPPLEMENTAL RETIREMENT
BENEFIT PLAN 

As Amended and Restated Effective
January 1, 2009 




TABLE OF CONTENTS 

		      	Page
	PREAMBLE		1
	 		
	Article 1 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 2 PARTICIPATION		4
		2.1		Eligible Class		4
		2.2		Commencement of Participation		4
	 		
	Article 3 ESTABLISHMENT OF ACCOUNTS		5
		3.1		Accounts		5
		3.2		Credits and Debits to Accounts		5
	 		
	Article 4 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




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	              	4.5	       	Taxation	      	6
	 	4.6	 	Deemed Investment of Contributions		7
		4.7		Company Investments		7
	 		
	Article 5 BENEFIT EVENTS		8
		5.1		Benefits Following Retirement and Certain Other
      Events		8
		5.2		Benefits Following a Termination for
    Disability		8
	 	5.3		Death Benefits		8
		5.4		Payor		9
		5.5		One-Time Benefit Event		9
	  		
	Article 6 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 7 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 8 FUNDING		14
		8.1		In General		14
		8.2		Rabbi Trust		14
	 		
	Article 9 AMENDMENT, TERMINATION AND CHANGE OF
      CONTROL		15
		9.1		Amendment or Termination		15
		9.2		Change of Control		15
	 		
	Article 10 GENERAL PROVISIONS		16
		10.1		Payment to Minors and Incompetents		16
		10.2		No Contract		16
		10.3		Use of Masculine and Feminine; Singular and
      Plural		16
		10.4		Non-Alienation of Benefits		16
		10.5		Protective Provisions		16
		10.6		Governing Law		16
		10.7		Captions		17
		10.8		Compliance with Section 409A of the Code		17



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PREAMBLE 

Investors Title Insurance Company (the
“Company”) previously established a non-qualified deferred compensation plan
referred to as the Investors Title Insurance Company Non-qualified Supplemental
Retirement Benefit Plan (the “Plan”), originally effective November 17, 2003.
The Company is amending and restating the Plan effective January 1, 2009 as set
forth herein to (i) reflect certain design changes to the Plan, (ii) provide for
the Plan’s documentary compliance with the requirements of Section 409A of the
Code, and (iii) otherwise meet current needs. 

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.




ARTICLE 1
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 4 and after
      which the distribution of benefits to the Participant will commence in
      accordance with the provisions of Article 4 and Article
5.

	 
	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 2, and to provide oversight to the administration of the plan
      in accordance with Article 7.



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	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
      termination 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. For
      purposes of the Plan, whether a “Termination of Employment” has occurred
      shall be determined in a manner consistent with the requirements of
      Section 409A of the Code and the Company’s 409A Policy, if
    any.

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


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ARTICLE 2
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
3
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
4
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. No amount
      shall actually be set aside for payment under this Plan, and the existence
      of the Account shall not create and shall not be deemed to create a trust
      of any kind, or fiduciary relationship between the Company and the
      Participant or his Beneficiary.

	 		 
	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 5
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
      6.

	 
	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 in
      accordance with Section 409A of the Code and the Company’s 409A Policy, if
      any, and the Company will pay benefits to the Participant (or his
      Beneficiary) in the amount and manner as described in Article
    6.

		              
      	 
	 	(b)	For the purpose of
      this Article, subject to Section 409A of the Code and the terms of the
      Company’s 409A Policy, a Participant who is otherwise 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.

	 
	5.5	
      One-Time Benefit
      Event.

	 
	 	
      Notwithstanding any other
      provision to the contrary, a Participant may elect to receive a
      distribution equal to 100% of his Account under the Plan provided that
      such election is (i) in writing; and (ii) received by the Plan
      Administrator no later than December 31, 2008. Such distribution will
      occur on January 15, 2009.



9 




ARTICLE
6
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 5. Notwithstanding any provision
      herein to the contrary, to the extent applicable, in no event shall any
      payment hereunder be made earlier than six months after the date of the
      Participant’s termination of employment with the Company, except in
      connection with the Participant’s death.

	 
	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




10 





	 	(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.

		              
      	
	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, the Participant may elect to
      postpone, but not accelerate, his Benefit Commencement Date to a later
      specified date which may not be earlier than five years after the date on
      which distribution would otherwise commence. A Participant may also elect
      to specify a different form of payment, provided, however, that any such
      election will provide for a specified date for distribution which may not
      be earlier than five years after the date on which distribution would
      otherwise commence. Any election which is determined, considering the date
      upon which the Participant terminates or is deemed to have terminated
      under Article 5, to have been made too late, and not otherwise in
      accordance with this Section 6.4 or Section 409A of the Code, will be void
      and without effect.



11 




ARTICLE
7
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, counselor 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.



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	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.

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



13 




ARTICLE 8
FUNDING 

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

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

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

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

	 
	8.2	
      Rabbi
      Trust.

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

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

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



14 




ARTICLE
9
AMENDMENT, TERMINATION AND
CHANGE OF CONTROL 

	9.1	Amendment or Termination.
	              
      	
	 	
      The Company reserves the right to
      amend, modify, suspend or terminate this Plan in whole or in part at
      anytime by action of its Board, to the extent permitted under Section 409A
      of the Code. No amendment shall reduce the Account credited to a
      Participant under this Plan as of the amendment date, except to the extent
      that the Participant agrees in writing to such a
  reduction.

	 
	9.2	
      Change of
      Control.

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



15 




ARTICLE 10
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.



16 





	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.

	 
	10.8	
      Compliance with Section 409A
      of the Code.

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

		 


EXECUTED this _____ day of ________________, 2008 by the Company’s duly empowered
officer.

			 
	  		INVESTORS TITLE INSURANCE COMPANY  
				 
	ATTEST: 	 	 	  
	  	 	Signature  
			 
	  		Title 	 
			 
	  		Date 	 



17