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 J. Allen Fine, 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
April 1, 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 $910,000, 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
$1,055,000.

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     b. The Executive hereby irrevocably designates The James Allen
Fine Irrevocable Trust dated August 14, 1998 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
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.

     (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.

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     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.

     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.

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     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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