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

On May 20, 2009, the stockholders of Investors Title Company (the "Company") approved the Investors Title Company 2009 Stock Appreciation Right Plan (the "Plan"). A description of the material terms of the Plan can be found in the Company's definitive proxy statement for its 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 17, 2009 (the "Proxy Statement") under the caption "Proposal Requiring Your Vote-Proposal 2 - 2009 Stock Appreciation Plan," which is included as Exhibit 10.1 to this report and incorporated herein by reference. A copy of the Plan was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number Description

10.1 Description of Investors Title Company 2009 Stock Appreciation Right Plan, incorporated by reference to Proposal 2 of the Company's Proxy Statement filed on April 17, 2009.

10.2 Investors Title Company 2009 Stock Appreciation Right Plan, incorporated by reference to Appendix A to the Company's Proxy Statement filed on April 17, 2009.

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