INVESTORS TITLE COMPANY 2001 STOCK OPTION AND RESTRICTED STOCK PLAN STOCK APPRECIATION RIGHTS AGREEMENT

WHEREAS, the Company recognizes the value to it of the services of the Grantee and desires to provide the Grantee with an incentive to remain as an executive officer of the Company and an opportunity to acquire common stock of the Company, so that the Grantee may acquire or increase a proprietary interest in the Company’s success, and

WHEREAS, the Company desires to award the Grantee stock appreciation rights (“SARs”) under Article III of the Company's 2001 Stock Option and Restricted Stock Plan, as amended and restated effective May 17, 2006 (the “Plan”), and the Grantee desires to accept such SARs in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.            Grant of SARs.   Subject to the terms and conditions of this Agreement and the Plan, the Company hereby awards to the Grantee _________ SARs at an exercise price of $_________ per SAR (the “Exercise Price”).  Each SAR gives the Grantee the right upon exercise of the SAR in accordance with the terms and conditions of this Agreement and the Plan, to receive an amount equal to the difference between (i) the fair market value (as defined in Section 2.2(b) of the Plan) of one (1) share of the Company common stock as of the exercise date, and (ii) the Exercise Price.  Upon exercise, such amount shall be payable to the Grantee in shares of the Company common stock (the “Shares”) in a single payment as soon as administratively practicable (but in no event later than thirty 30 days) following the exercise date.  The number of Shares to be delivered to the Grantee shall equal (x) the amount payable to the Grantee upon exercise of the SARs divided by (y) the fair market value (as defined in Section 2.2(b) of the Plan) of one share of the Company common stock as of the exercise date, with cash payable for any fractional share.  The grant of these SARs has been duly authorized by the Committee that administers the Plan, as established by the Board of Directors of the Company pursuant to Section 1.3 of the Plan (the “Committee”).

2.            Vesting and Exercisability of SARs .  The SARs shall vest in ______________ installments if the Grantee continues to provide services as an executive officer of the Company through each of the vesting dates as follows:

The SARs granted hereunder shall become exercisable upon vesting.  Unless sooner terminated as provided in the Plan or in paragraph 5 hereof, all vested SARs shall terminate, and all rights of the Grantee hereunder shall expire, at the close of business on the seventh anniversary of the date of this Agreement.

3.            Transfer of SARs .   The SARs may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent or distribution, unless otherwise agreed by the Committee.

4.            Adjustments .  If the shares of common stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or securities through merger, consolidation, combination, exchange of shares, other reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split in which the Company is the surviving entity, the aggregate number of SARs and the Exercise Price shall be appropriately and proportionately adjusted in the manner provided in the Plan.

5.            Termination of SARs .  The SARs hereby granted shall terminate and be of no force or effect upon the happening of the first to occur of the following events:

(a)           expiration of three (3) months after the date of termination of the Grantee’s service as an executive officer of the Company for any reason other than the death of the Grantee;

(b)           expiration of twelve (12) months after the death of the Grantee while serving as an executive officer of the Company;

(c)           occurrence of any event described in paragraph 10 hereof that causes a termination of the SARs; or

(d)           the close of business on the seventh anniversary of the date of thisAgreement.

Any SARs that may be exercised for a period following termination of the Grantee's service as an executive officer may be exercised only to the extent such SARs were vested immediately before such termination and in no event after the SARs would expire by their terms without regard to such termination.

6.            Method of Exercise .   The SARs shall be exercised by delivery to the Company at its principal place of business of a written notice, at least three (3) business days prior to the proposed date of exercise, which notice shall:

(a)  state the election to exercise the SARs, the number of SARs which are being exercised, and the name, address, and social security number of the person in whose name the stock certificate or certificates for the Shares to be issued in connection with the exercise of the SARs are to be registered;

(b)  contain any such representations and agreements as to Grantee's investment intent with respect to such Shares as shall be reasonably required by the Committee pursuant to paragraph 8 hereof; and

(c)  be signed by the person entitled to exercise the SARs, and if the SARs are being exercised by any person or persons other than the Grantee, be accompanied by proof, satisfactory to the Committee, of the right of such person or persons to exercise the SARs.

After receipt of such notice in a form satisfactory to the Committee, the Company