NONQUALIFIED DEFERRED COMPENSATION
PLAN

As Amended and Restated Effective
January 1, 2009




TABLE OF CONTENTS

		       		       	Page
	PREAMBLE				1
	 
	ARTICLE 1 DEFINITIONS		1
	              1.1	       	“Account”		1
	              1.2	 	“Beneficiary”		1
	              1.3		“Benefit Commencement Date”		1
	              1.4		“Board” or “Board of
      Directors”		1
	              1.5		“Code”		1
	              1.6		“Committee”		1
	              1.7		“Company”		1
	              1.8		“Company
      Contributions”		1
	              1.9		“Compensation”		2
	              1.10		“Effective Date”		2
	              1.11		“Elective Deferral”		2
	              1.12		“Eligible
      Employee”		2
	              1.13		“Participant”		2
	              1.14		“Plan”		2
	              1.15		“Plan Administrator”		2
	              1.16		“Plan Year”		2
	              1.17		“Rabbi Trust”		2
	              1.18		“Schedule”		2
	              1.19		“SEP”		2
	              1.20		“Section 401(k)
      Plan”		2
	              1.21		“Termination of Employment”		2
	              1.22		“Valuation Date”		2
	   		
	ARTICLE 2 PARTICIPATION		3
	              2.1		Eligible Class		3
	              2.2		Commencement of Participation		3
	 		  		
	ARTICLE 3 ESTABLISHMENT OF ACCOUNTS		4
	              3.1		Accounts  		4
	              3.2		Credits and Debits to Accounts		4
	 	 	 
	ARTICLE 4 CONTRIBUTIONS AND BENEFITS		5
	              4.1		Benefits  		5
	              4.2		Elective Deferrals		5
	              4.3		Company Contributions		5
	              4.4		Crediting Elective Contributions to Accounts		6
	              4.5		Taxation  		6
	              4.6		Investment Funds		6
	              4.7		Company Investments		7



i





TABLE OF CONTENTS
(continued) 

		       		       	Page
	ARTICLE 5 BENEFIT EVENTS		8
	              5.1		Benefits Following Termination of Employment		8
	              5.2		Death Benefits		8
	              5.3		Payor		8
	              5.4		One-Time Benefit Event		8
	 	 	 
	ARTICLE 6 VALUATION AND DISTRIBUTION OF
    ACCOUNTS		9
	              6.1		Valuation of Accounts		9
	              6.2		Commencement of Benefits		9
	              6.3		Form and Amount of Payment		9
	              6.4		Deferral of Benefits		9
	 	 	 	 	 
	ARTICLE 7 ADMINISTRATION AND CLAIMS PROCEDURE		10
	              7.1		Administration		10
	              7.2		Expenses; Reliance on Third-Parties		10
	              7.3		Annual
      Statements		10
	              7.4		Appointment of a Conservator		10
	              7.5		Limitation of
      Liability		10
	              7.6		Claims for Benefits		11
	 	 	 
	ARTICLE 8 FUNDING		12
	              8.1		In General  		12
	              8.2		Rabbi Trust		12
	 	 	 	 	 
	ARTICLE 9 AMENDMENT, TERMINATION AND CHANGE OF
      CONTROL		13
	              9.1		Amendment or
      Termination		13
	              9.2		Change of Control		13
	 	 	 
	ARTICLE 10 GENERAL PROVISIONS		14
	              10.1		Payment to Minors and Incompetents		14
	              10.2		No Contract  		14
	              10.3		Use of Masculine and Feminine; Singular and Plural		14
	              10.4		Non-Alienation of Benefits		14
	              10.5		Protective Provisions		14
	              10.6		Governing Law		15
	              10.7		Captions  		15
	              10.8		Compliance with Section 409A of the Code		15



ii 




PREAMBLE

Investors Title Insurance Company the
(“Company”) previously established a non-qualified deferred compensation plan
referred to as the Investors Title Insurance Company Nonqualified Deferred
Compensation Plan (the “Plan”), originally effective June 1, 2004. 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 permit
selected management employees to set-aside additional retirement benefits on a
pre-tax 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)(l) 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 December 31, 2002. 

Benefits are based upon hypothetical
contributions from a Participant’s Compensation, and from Company Contributions,
in each case which are credited to a Participant’s “Account”. 

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 a
Participant’s deferred compensation 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 Elective Deferrals and Company Contributions, and
      the hypothetical investment earnings, gains and losses credited to the
      Account under the terms of the Plan. 

	              
    	
	1.2   
        	
      “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. 

	 
	1.3   
        	
      “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.
    

	 
	1.4   
        	
      “Board” or “Board of Directors”
      means the Board of Directors of Investors Title Insurance Company.
      

	 
	1.5   
        	
      “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. 

	 
	1.6   
        	
      “Committee” means the
      Compensation Committee of Investors Title Insurance 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. 

	 
	1.7   
        	
      “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. 

	 
	1.8   
        	
      “Company Contributions” means the
      amounts which the Company will credit to a Participant’s Account, as
      provided in Section 4.3. 








	1.9	
      “Compensation” means the
      aggregate compensation paid to a participant by the Company for a Plan
      Year, including salary, overtime pay, commissions, bonuses and all other
      items that constitute wages within the meaning of § 3401 (a) of the Code
      or are required to be reported under §§ 6041(d), 6051(a)(3) or 6052 of the
      Code. Compensation also includes Elective Deferrals under this Plan and
      any deferrals under cash-or-deferred arrangements or cafeteria plans that
      are not includible in gross income by reason of § 125 or § 402(a)(8) of
      the Code but does not include any other amounts contributed pursuant to,
      or received under, this Plan or any other plan of deferred compensation.
      Compensation excludes all stock option transactions, relocation
      reimbursements, and automobile allowances.

	              
    	
	1.10	
      “Effective Date” means June 1,
      2004. 

	 
	1.11	
      “Elective Deferral” means the
      amounts of Compensation which a Participant may elect to defer receipt
      until a later date, and which will be credited to such Participant’s
      Account, as provided in Section 4.2. 

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

	 
	1.14	
      “Plan” means the Investors Title
      Insurance Company Non-Qualified Deferred Compensation Plan as set forth in
      this document and as amended from time to time. 

	 
	1.15	
      “Plan Administrator” means the
      Company. 

	 
	1.16	
      “Plan Year” means each calendar
      year commencing January 1, 2004 and thereafter. 

	 
	1.17	
      “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. 

	 
	1.18	
      “Schedule” means the document
      which lists the Eligible Employees who are Participants in the Plan, as
      such Schedule is amended from time to time. 

	 
	1.19	
      “SEP” means the simplified
      employee pension which the Company sponsored and administered prior to
      January 1, 2008, as provided in Code Section 408. 

	 
	1.20	
      “Section 401(k) Plan” means the
      Investors Title Insurance Company and Affiliates 401(k) Plan, effective
      February 1, 2008, which the Company sponsors and administers, as provided
      in Code Section 401(k). 

	 
	1.21	
      “Termination of Employment” means
      any termination of the employee/employer relationship between a
      Participant and the Company for any reason. 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. 



2




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)(l) 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. 



3




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)	a Participant’s Elective
      Deferrals, 
	 
	 	(b)	any Company Contributions,
    
	 
	 	(c)	
      any accrued interest (if Company
      contributions are deemed to be invested at interest), and


	 
	 	(d)	
      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). 



4




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. Benefits will be based upon the
      value of a Participant’s Account, which will reflect credits for (i)
      hypothetical “contributions” made by the Company in an amount equal to a
      Participant’s Elective Deferrals, (ii) hypothetical contributions made by
      the Company in amounts as described in Section 4.3, and (iii)
      additional credits (or debits) for the hypothetical investment performance
      of those contributions, as hereinafter described.

	 	
	4.2	Elective
      Deferrals. 
	 
	 	
      A Participant may file a written
      election with the Company (on a form approved by the Company) to defer
      receipt of any Compensation which the Participant would otherwise be
      entitled to receive from the Company. Except as otherwise provided herein,
      the Participant’s election to defer payment of his Compensation must be
      made at least thirty (30) days before the beginning of the calendar year
      for which the Compensation is payable. If the Participant elects to defer
      any Compensation under this Section 4.2, the election may not be revoked
      during the calendar year in which it was intended to be applicable;
      however, the Participant may revoke and/or re-elect for Compensation that
      may be earned subsequent calendar years. 

	 
	4.3	Company
      Contributions. 
	              
    	              
    	
	 	(a)	
      Initial
      Contribution. On or before December 31,
      2004, the Company credited to the account of each Participant who was
      employed by the Company on January 1, 2004, a sum equal to the aggregate
      amount that the Company would have contributed to such Participant’s SEP
      during the period from January 1 to December 31, 2003 if the Company’s
      contributions to the SEP had not been limited by Code Sections 401(a)(17)
      and 415(c) less the amount actually contributed to such Participant’s SEP
      during such calendar year. 

	 
	 	(b)	
      Pre-2008 Annual
      Contributions. On or before December 31
      of each calendar year beginning on or after January 1, 2004 but before
      January 1, 2008, the Company credited to the account of each Participant a
      sum equal to the amount that the Company would have contributed to such
      Participant’s SEP during such calendar year if the Company’s contributions
      to the SEP for such calendar year had not been limited by Code Sections
      401(a)(17)and 415(c) less the amount actually contributed to such
      Participant’s SEP during such calendar year. 

	 
	 	(c)	
      2008 Annual
      Contributions. On or before March 15,
      2009, the Company will credit to the account of each Participant a sum
      equal to the amount that the Company would have contributed to such
      Participant’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
      2008 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 Participant’s account under the Section 401(k) Plan
      during the 2008 calendar year.

			 
		(d)	
      Cessation of Company Contributions. Notwithstanding anything herein to the contrary, no Company
      Contribution shall be made hereunder for calendar years beginning on or
      after January 1, 2009. 



5





	4.4	Crediting Elective
      Contributions to Accounts.

	 
	 	
      Elective Deferrals will be
      credited to a Participant’s Account within fifteen (15) days after the end
      of the month to which the Elective Deferrals 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 Compensation
      pursuant to rules established by the Committee. 

	 
	4.6	Investment
      Funds. 
	              
    	              
    	
	 	(a)	
      Investment Funds Offered under
      Plan. The Company, in conjunction with
      the advice and recommendations of its investment advisors, shall designate
      one or more investments to be offered under the Plan, and shall provide
      the Participant a list of the mutual funds, stocks, bonds securities or
      other assets into which the Participant’s Account may be deemed
      invested. 

	 
	 	(b)	
      Change in Investment Funds
      Offered under Plan. In its sole
      discretion, the Company may from time to time, upon advice and
      recommendations by its investment advisors, designate other investment
      funds in addition to or in lieu of the investment funds then being offered
      under the Plan. Any such change in the investment funds offered under the
      Plan may be made without amending the Plan. Any addition or deletion of a
      designated investment fund shall be communicated to the Participant.
      

	 	 	
	 	(c)	
      Participant’s Choice of
      Funds. The Participant’s choice of the
      investment funds into which an Account is deemed to be invested shall be
      the sole responsibility of the Participant. At the time an individual
      becomes a Participant (or within a short period of time thereafter), he
      may make an initial election regarding such deemed investment funds by
      submitting a completed investment election form to the Plan Administrator
      (in such documents as the Plan Administrator may designate).
  



6





	 	(d)	
      Revised Participant’s
      Elections Regarding Investment Funds.
      The Participant may elect to change the investment funds into which his
      Account is deemed to be invested by completing a new investment election
      form. On such form, the Participant may designate the investment funds
      into which future Elective Deferrals and Company Contributions will be
      deemed to be invested and may change the investment funds into which prior
      Elective Deferrals and Company Contributions are deemed to be invested.
      Such changes shall become effective as soon as administratively feasible
      following the date the investment election form is completed and submitted
      to the Plan Administrator. 

	              
    	              
    	
	 	(e)	
      Default
      Provision. In the event the Participant
      fails to provide instructions on the investment of his Account, the
      Participant’s Account shall be deemed invested in a money market or
      similar type fund until further instructions are received from the
      Participant. 

	 
	 	(f)	
      Investment Performance Not
      Guaranteed. The Participant shall
      assume all risks that the investments attributable to his Account may
      decrease in value when invested in accordance with his investment
      instructions made pursuant to this Section 4.5. Notwithstanding any other
      provision of this Plan to the contrary, the Company shall not be liable to
      the Participant for any decrease in the value of investments attributable
      to the Participant’s Account resulting from his investment selections,
      including, but not be limited to, market value fluctuations,
      administrative fees, sales commissions, and withdrawal or surrender
      penalties/charges. 

	 
	4.7	Company
      Investments. 
	 
	 	
      Any investment the Company may
      actually make in connection with Section 4.5 of 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
      Termination of Employment.

	 
	 	
      Upon a Participant’s Termination
      of Employment, the Company will pay benefits to the Participant in the
      amount and manner described in Article 6. 

	 
	5.2	Death
      Benefits. 
	 
	 	(a)	
      Prior to his death, a Participant
      shall have the right to designate one or more Beneficiary for the amount
      payable under this Section 5.2. 

	 
	 	(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) in a lump sum as described in Section 6.3. Payment will
      occur as soon as may be practicable under procedures established by the
      Plan Administrator. 

	 
	 	(c)	
      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 distribution of the amount
      credited to such Participant’s Account, such amount will be paid to the
      Beneficiary’s estate. 

	 
	 	 	(ii)	
      If the primary Beneficiary does
      not survive the Participant, payment will be made to a contingent
      Beneficiary or, if none is named or none survives the Participant, to the
      Participant’s estate. 

	 
	5.3	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. 

	 
	5.4	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 or before January 31, 2009. 



8




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. 
	 	
	 	
      A Participant will receive 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
      

	 
	6.4	Deferral of
      Benefits. 
	 	
	 	
      A Participant will have one
      opportunity to postpone the commencement of his benefits 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. 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. 



9




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, counsel or other person employed or
      retained by the Company with respect to the Plan. 

	 
	7.3	Annual
      Statements. 
	 
	 	
      The Board shall furnish
      individual annual statements of accrued benefits to each Participant, or
      Beneficiary, in such form as determined by the Board. 

	 
	7.4	Appointment of a
      Conservator. 
	 
	 	
      The Company may from time to time
      establish rules and procedures which it determines to be necessary for the
      proper administration of the Plan and the benefits payable to an
      individual in the event that individual is declared incompetent and a
      conservator or other person legally charged with that individual’s care is
      appointed. Except as otherwise provided herein, when the Company
      determines that such individual is unable to manage his or her financial
      affairs, the Company may pay such individual’s benefits to such
      conservator, person legally charged with such individual’s care, or
      institution then contributing toward or providing for the care and
      maintenance of such individual. Any such payment shall constitute a
      complete discharge of any liability of the Company and the Plan for such
      individual. 

	 
	7.5	Limitation of
      Liability. 
	 
	 	
      Notwithstanding any provision
      herein to the contrary, neither the Company nor any individual acting as
      an employee or agent of the Company shall be liable to any Participant,
      former Participant, designated Beneficiary, or any other person for any
      claim, loss, liability or expense incurred in connection with the Plan,
      unless attributable to fraud or willful misconduct on the part of the
      Company or any such employee or agent of the Company.
  



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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.



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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.
  



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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.
      



13




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 any employment agreement entered into
      by the Company and a Participant. 

	 
	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.
  



14





	10.6	Governing Law. 
	              
    	
	 	
      The provisions of the Plan shall
      be interpreted, construed, and administered in accordance with the laws 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. 

	 
	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	 



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