Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2009, the Compensation Committee of our Board of Directors approved the grant of stock appreciation rights ("SARs") under the Investors Title Company 2001 Stock Option and Restricted Stock Plan, as amended and restated effective May 17, 2006, to each of our executive officers. J. Allen Fine, our Chief Executive Officer and Chairman of the Board, James A. Fine, Jr., our President, Chief Financial Officer and Treasurer, and W. Morris Fine, our Executive Vice President and Secretary, each received a grant of 25,000 SARs with an exercise price of $27.97 per SAR.

Upon exercise of each SAR, the grantee is entitled to receive an amount (payable in shares of our common stock) equal to the difference between the closing price of our common stock on the business day immediately preceding the date of exercise and the exercise price. The SARS granted to James A. Fine, Jr. and W. Morris Fine vest in twelve substantially equal quarterly installments beginning March 31, 2009. The SARs granted to J. Allen Fine vest in two substantially equal quarterly installments beginning March 31, 2009.

A copy of the form of Investors Title Company Stock Appreciation Rights Agreement for executive officers is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

10.1 Form of Investors Title Company Stock Appreciation Rights Agreement for executive officers

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