As Filed With the Securities and Exchange Commission on August 10, 2009

Registration No. 333-____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
          

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INVESTORS TITLE COMPANY
(Exact name of registrant as specified in its charter)

North Carolina
56-1110199
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification  No.)
 
121 North Columbia Street
Chapel Hill, North Carolina
27514
(Address of principal executive offices)
(Zip Code)

INVESTORS TITLE COMPANY
2009 STOCK APPRECIATION RIGHT PLAN
(Full title of the plan)

James A. Fine, Jr.
President, Chief Financial Officer and Treasurer
Investors Title Company
121 North Columbia Street
Chapel Hill, North Carolina 27514
(Name and address of agent for service)
919/968-2200
(Telephone number, including area code,
of agent for service)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer  □                                                                               Accelerated filer   R
Non-accelerated  filer   □                                                                       Smaller reporting company  □
 
(Do not check if a smaller reporting company)
 

CALCULATION OF REGISTRATION FEE
 
Title
of securities to be
registered
Amount
to be
registered
Proposed maximum
offering price
per share
Amount of
registration
fee
Common Stock, no par value
250,000 shares (1)
$31.98 (2)
$446.12

_________________________

(1)
In accordance with Rule 416 of the Securities Act of 1933, as amended, this registration statement covers any additional securities offered or issued under the Investors Title Company 2009 Stock Appreciation Right Plan to prevent dilution from stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, and based on the average of the high and low prices for the Common Stock on August 4, 2009 as reported on The Nasdaq Global Market.

 
 
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.                  Plan Information.

           The information required by this Item 1 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

 
Item 2.                   Registrant Information and Employee Plan Annual Information.

           The information required by this Item 2 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act and the Note to Part I of Form S-8.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.                  Incorporation of Documents by Reference.

The following documents have been filed by Investors Title Company (the “Company”) with the Securities and Exchange Commission (Commission file number 0-11774) and are incorporated herein by reference:

 
(a)
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 
(b)
The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009   and the Company’s Current Reports on Form 8-K as filed with the Commission on March 6, 2009 and May 26, 2009.

 
(c)
The description of Investors Title's common stock set forth under the heading  "Description of  Registrant's  Securities to be Registered" in its Form 10/A filed on August 18, 1997, and all amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.  The Company is not incorporating by reference any documents or portions thereof that are not considered to be “filed” with the SEC.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.                  Description of Securities.

Not applicable.

Item 5.                   Interests of Named Experts and Counsel.

Not applicable.

Item 6.                  Indemnification of Directors and Officers.

The North Carolina Business Corporation Act (the “NCBCA”) contains provisions prescribing the extent to which directors and officers shall or may be indemnified against liabilities which they may incur in their capacities as such.  Under those provisions, whether indemnification is permitted or mandated depends upon several factors, including whether the action is brought by the corporation or by outsiders and whether the potential indemnitee is successful in his or her defense.  The statute is not exclusive of any other rights of indemnification under any bylaw, agreement, or vote of shareholders or disinterested directors or otherwise.

The Articles of Incorporation of the Company, as amended, provide that, to the fullest extent permitted by the NCBCA, no person who is serving or who has served as a director of the Company shall be personally liable to the Company or any of its shareholders for monetary damages for breach of his or her duty as a director.

The Company’s Amended and Restated Bylaws provide that each person who serves or has served as director of the Company shall have a right to be indemnified by the Company to the fullest extent permitted by law against (a) all expenses, including but not limited to attorneys’ fees, the costs of any investigation, experts and similar expenses incurred by him or her in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the Company, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) all payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in any such action, suit or proceeding.

The North Carolina Business Corporation Act also permits a corporation to purchase and maintain insurance on behalf of its directors and officers against liabilities which they may incur in such capacities.  The Company has purchased insurance to provide for indemnification of directors and officers.

Item 7.                  Exemption from Registration Claimed.

Not applicable.

Item 8.                  Exhibits.

Reference is made to the attached Exhibit Index, which is incorporated herein by reference.

Item 9.                  Undertakings.

 
(a) The undersigned registrant hereby undertakes:

 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.  Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

 
provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statement.

 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(3)
 To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 
(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chapel Hill, State of North Carolina, on this 10th day of August, 2009.

INVESTORS TITLE COMPANY

By    /s/ James A. Fine, Jr.
James A. Fine, Jr.
President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.


Signature
Capacity
Date
     
/s/ J. Allen Fine
J. Allen Fine
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
 
August 10, 2009
/s/ James A. Fine Jr.
James A. Fine, Jr.
President,  Chief Financial
Officer, Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)
 
August 10, 2009
/s/ W. Morris Fine
W. Morris Fine
Executive Vice President,
Secretary and Director
 
August 10, 2009
/s/ David L. Francis
David L. Francis
 
Director
August 10, 2009
/s/ Richard M. Hutson II
Richard M. Hutson II
 
Director
August 10, 2009
/s/ James R. Morton
James R. Morton
 
Director
August 10, 2009
/s/ A. Scott Parker III
A. Scott Parker III
 
Director
August 10, 2009
 
/s/ H. Joe King, Jr.
H. Joe King, Jr.
 
Director
August 10, 2009
 
/s/ R. Horace Johnson
R. Horace Johnson
Director
August 10, 2009



 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

EXHIBITS
Item 8

FORM S-8
REGISTRATION STATEMENT

INVESTORS TITLE COMPANY
Commission File Number 0-11774

EXHIBIT INDEX

Exhibit
Number                        Description

 
4.1
Articles of Incorporation, dated January 22, 1973, filed herewith

4.2
Articles of Amendment to the Articles of Incorporation, dated February 8, 1973, filed herewith

4.3
Articles of Amendment to Articles of Incorporation, dated May 14, 1987, filed herewith

4.4
Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-11774

4.5
Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3(iv) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, File No. 0-11774

4.6
Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated November 12, 2007, File No. 0-11774

4.7
Rights Agreement, dated as of November 12, 2002, between Investors Title Company and Central Carolina Bank, a division of National Bank of Commerce, incorporated by reference to Exhibit 1 to Form 8-A filed November 15, 2002, File No. 0-11774

4.8
Investors Title Company 2009 Stock Appreciation Right Plan, incorporated by reference to Appendix A to the Proxy Statement filed on April 17, 2009, File No. 0-11774

5
Opinion of K&L Gates LLP, filed herewith
 
23.1 
Consent of Independent Registered Public Accounting Firm, filed herewith

23.2 
Consent of K&L Gates LLP (contained in Exhibit 5), filed herewith

 
 
 


Exhibit 4.1
 
ARTICLES OF INCORPORATION
 
OF
 
INVESTORS TITLE COMPANY
 
We, the undersigned persons who are each over twenty-one (21) years of age, do make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

ARTICLE I
 
The name of the corporation shall be INVESTORS TITLE COMPANY.

ARTICLE II
 
The period of duration of the corporation shall be perpetual.

ARTICLE III
 
The purposes for which the corporation is organized are:
 
A.   To exist, serve, act, and conduct business, as a holding corporation;
 
B.   To purchase, own, and hold the stock of other corporations, and to do every act and thing covered generally by the denomination “holding corporation,” and especially to direct the operations of other corporations through the ownership of stock therein; to purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, create security interests in, pledge, or otherwise dispose of shares or voting trust certificates for shares of the capital stock, or any bonds, notes, securities, or evidences of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state or district or country, nation, or government and also bonds or evidences of indebtedness of the United States or of any state, district, territory, dependency or country or subdivision or municipality thereof; to issue in exchange therefor shares of the capital stock, bonds, notes, or other obligations of the Corporation and while the owner thereof to exercise all the rights, powers, and privileges of ownership including the right to vote on any shares of stock or voting trust certificates so owned; to promote, lend money to, and guarantee the dividends, stocks, bonds, notes, evidences of indebtedness, contracts, or other obligations of, and otherwise aid in any manner which shall be lawful, any corporation or association of which any bonds, stocks, voting trust certificates, or other securities or evidences of indebtedness shall be held by or for this Corporation, or in which, or in the welfare of which, this Corporation shall have any interest, and to do any acts and things permitted by law and designed to protect, preserve, improve, or enhance the value of any such bonds, stocks, or other securities or evidences of indebtedness or the property of this Corporation.
 
C.   To acquire by purchase, exchange, concession, easement, deed, assignment, contract, lease or otherwise, and hold, own, use, control, manage, improve, maintain and develop, mortgage, pledge, grant, sell, convey, exchange, assign, divide, lease, sublease, otherwise encumber and dispose of, and deal and trade in, tangible personal property, real estate improved or unimproved, lands, leaseholds, options, concessions, easements, tenements, hereditaments and interests in real, mixed, and personal property, of every kind and description wheresoever situated, and any and all rights therein.
 
D.   The foregoing provisions of this Article III shall be construed both as purposes and powers and each as an independent purpose and power.  The foregoing enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes, powers, privileges and rights of the corporation, and the corporation shall be authorized to exercise and enjoy all the powers, rights and privileges granted to, or conferred upon, corporations of a similar character by the laws of the State of North Carolina now or hereafter in force.
ARTICLE IV
 
The corporation shall be authorized to issue one million five hundred thousand (1,500,000) shares of common stock with a par value of Four and No/100 Dollars ($4.00) per share.
 
ARTICLE V
 
The minimum amount of consideration to be received by the corporation for its shares before it shall commence business is ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) in cash, or in property, tangible or intangible, of equivalent value.
ARTICLE VI
 
The shareholders of the corporation shall have no preemptive right to acquire additional or treasury shares of the corporation.
 
ARTICLE VII
 
The address of the initial registered office of the corporation is Northwestern Mutual Building, Chapel Hill, Orange County, North Carolina; and the name of the initial registered agent at such office is J. Allen Fine.
 
ARTICLE VIII
 
The number of directors of the corporation may be fixed by the bylaws, but shall not be less than three (3).  The number of directors constituting the initial Board of Directors shall be three (3), and the names and addresses of the persons who are to serve as directors until the first meeting of the shareholders, or until their successors are elected and qualified are:
 
NAME
 
ADDRESS
 
J. Allen Fine
 
Northwestern Mutual Building
Chapel Hill, North Carolina
 
Harry W. Lewis, Jr.
 
1102 Englewood Avenue
Durham, North Carolina
 
Kemp M. Causey
 
1907 Front Street, 2-D
Durham, North Carolina
 
ARTICLE IX
 
The names and addresses of the incorporators are:
 
 
NAME
 
ADDRESS
 
J. Allen Fine
 
Northwestern Mutual Building
Chapel Hill, North Carolina
 
Harry W. Lewis, Jr.
 
1102 Englewood Avenue
Durham, North Carolina
 
Kemp M. Causey
 
1907 Front Street, 2-D
Durham, North Carolina
 
 
IN WITNESS WHEREOF, we have hereunto set our hands and seals this the 22 nd day of January, 1973.
 
 
       /s/ J. Allen Fine   (SEAL)
 
 J. Allen Fine
 
       /s/ Harry W. Lewis, Jr.   (SEAL)
   Harry W. Lewis, Jr.
 

NORTH CAROLINA
 
NASH COUNTY
 
I, Sally A. Maxwell, a Notary Public of said County and State, do hereby certify that J. ALLEN FINE, HARRY W. LEWIS, JR., AND KEMP M. CAUSEY, each personally appeared before me this day and acknowledged the execution of the foregoing instrument.
 
Witness my hand and notarial seal, this 22 nd day of January, 1973.
 
 
      /s/ Sally A. Maxwell  
            Notary Public
 My commission expires:  
  April 27, 1975     
 

Exhibit 4.2


 
ARTICLES OF AMENDMENT
 
TO THE ARTICLES OP INCORPORATION OF
 
INVESTORS TITLE COMPANY
 
The undersigned incorporators of Investors Title Company hereby execute these Articles of Amendments for the purpose of amending the Articles of Incorporation of said corporation:
 
1.   The name of the corporation is Investors Title Company.
 
2.   The Articles of Incorporation of the corporation is hereby amended as follows:
 
ARTICLE IV
 
The corporation shall be authorized to issue 6,000,000 shares of common stock at no par value.
 
3.   This amendment is made by the incorporators before the issuance of any shares.
 
IN WITNESS WHEREOF, we have hereunto set our hands this 8th day of February, 1973.
 
 
  /s/ J. Allen Fine  
 
J. Allen Fine
 
 
/s/ Henry W. Lewis, Jr.
 
 
Harry W. Lewis, Jr.
 
 
/s/ Kemp M. Causey
 
  Kemp M. Causey


 
NORTH CAROLINA
 
ORANGE COUNTY
 
I, Vickie C. Woods, a Notary public, hereby certify that on this 8th day of February, 1973, personally appeared before me J. Allen Fine, Harry W. Lewis, Jr., and Kemp M. Causey, who being by me first duly sworn, severally declared that they signed the foregoing document as incorporators, and that the statements therein contained are true.
 
 
   /s/ Vickie C. Woods      
  Notary Public  
 My commission expires:      
  January 25, 1976      
 

 
 
Exhibit 4.3
 
ARTICLES OF AMENDMENT
 
OF
 
INVESTORS TITLE COMPANY
 
The undersigned corporation hereby executes these Articles of Amendment for the purpose of amending its charter:
 
1.   The name of the corporation is Investors Title Company.
 
2.   The following amendment to the charter of the corporation was adopted by its shareholders on the 8th day of May, 1984, in the manner prescribed by law:
 
ARTICLE X                       
 
A.   Except as set forth in paragraph B of this Article, the affirmative vote or consent of the holders of at least eighty percent (80%) or the outstanding shares of all classes of stock of the corporation, shall be required:
 
(i)   for the adoption of any agreement for the merger or consolidation of the corporation or any subsidiary with or into any other person, firm, corporation or other entity, or
 
(ii)   to authorize any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the corporation or any subsidiary, or
 
(iii)   to authorize a sale, exchange or other disposition of all, or substantially all, the property and assets of the corporation or any subsidiary in exchange for shares of another corporation, or
 
(iv)   to authorize the issuance or transfer by the corporation of any securities of the corporation in exchange for the securities of any other corporation, or
 
(v)   to authorize plan of liquidation or dissolution of the corporation or any subsidiary.
 
B.   The provisions of paragraph A of this Article shall not be applicable to any transaction described therein if such transaction is approved by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors.
 
ARTICLE XI                                 
 
A.   For purposes of this Article XI, the term “Affiliate” shall mean any person, corporation or entity which owns, of record or beneficially, directly or indirectly (including the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise), more than five percent (5%) of the corporation’s outstanding voting securities.  In determining the number of shares owned by any person, corporation or other entity for the purpose of this paragraph, there shall be included all shares owned, of record or beneficially, directly or indirectly (including the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise), by any person, corporation or entity controlling, controlled by, under common control with, or acting in concert with or under an agreement or understanding with, such person, corporation or other entity.
 
B.   Any merger or consolidation of this corporation or any subsidiary of this corporation with any Affiliate, or any sale, lease, exchange, mortgage, pledge or other disposition of a substantial part of the assets of this corporation or any subsidiary of this corporation to any Affiliate, or any issuance of voting securities of this corporation or any subsidiary of this corporation in exchange or payment for the securities or assets of any Affiliate, or any recapitalization or reclassification of shares of any class of voting stock of this corporation or any merger or consolidation of this corporation with any subsidiary of this corporation which will have the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares, of any class of equity or convertible securities of this corporation or any subsidiary of this corporation owned of record or beneficially by any Affiliate, or any merger or consolidation of this corporation with any subsidiary of this corporation after which the provisions of this Article XI and Article XIV of these Articles of Incorporation shall not appear in the Articles of Incorporation of the surviving entity, or any plan or proposal for the liquidation or dissolution of this corporation or any subsidiary of this corporation, may not be effected or approved by this corporation as a shareholder of any subsidiary of this corporation unless a meeting of the shareholders of this corporation is held to act thereon and there is obtained the approval of a percentage of all the votes entitled to be cast thereon of at least eighty percent (80%).
 
C.   In the event any transaction referred to in paragraph B of this Article XI which requires the vote of the shareholders of the corporation provided for therein is approved by the shareholders in accordance with the provisions thereof, such transaction shall not be consummated unless each of the corporation’s shareholders who did not vote for such transaction and who, within 20 days after receiving written notice of such approval, shall have notified the corporation in writing that such shareholder dissents from the consummation of such transaction and elects the benefits of this paragraph C, shall receive incident to the consummation of such transaction an amount in cash for each of the shares of stock of the corporation owned by such shareholder which shall not be less than the greater of:
 
(i)   the highest per share price (including brokerage commissions and/or soliciting dealer’s fees) paid by the Affiliate in acquiring any of its holdings of the corporation’s stock;
 
(ii)   a price which includes the same or a greater percentage premium over the market price of the corporation’s stock immediately prior to the announcement of the subject transaction as the greatest percentage premium over market price ever paid by such Affiliate in the purchase of any shares of the corporation’s stock;
 
(iii)   the highest price that such Affiliate shall have previously offered to the shareholders of the corporation or indicated in writing that it would be prepared to offer under specified conditions; or
 
(iv)   the value determined by an investment banking or an appraisal firm to be a fair price from the point of view of all such dissenting shareholders (such firm to be engaged solely on behalf of such shareholders, to be paid a reasonable fee for its services upon receipt of its determination, which fee shall not be contingent upon the consummation of the action or transaction, and to be selected by a majority of the Board of Directors).
 
In determining the price or premium an Affiliate has paid, offered or indicated that it would be prepared to offer for any shares of the corporation’s stock, there shall be included any price or premium that any person, corporation or other entity controlling, controlled by, or under common control with, or acting in concert with or under an agreement or understanding with such Affiliate has paid, offered or indicated in writing that it would be prepared to offer for such shares under specified conditions.  The benefits of this paragraph C may be elected by shareholders as set forth herein in lieu of any dissenter’s rights or appraisal rights provided by law.  At the time of submission of any transaction referred to in paragraph B of this Article XI for shareholder consideration, all shareholders shall be advised of the provisions of this paragraph C.
 
D.   The provisions of this Article shall not apply to any transaction described in paragraph B of this Article XI if such transaction has been approved by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors.
 
ARTICLE XII                                 
 
Neither the entire Board of Directors nor any individual director of the corporation shall be removed from office, with or without cause, unless a meeting of the shareholders of the corporation is held to act thereon and there is obtained the approval of a percentage of all votes entitled to be cast thereon of at least eighty percent (80%); provided, however, that if any such removal shall have been recommended to the shareholders of the corporation by a resolution of the Board of Directors adopted by the affirmative vote of seventy-five percent (75%) of the entire Board of Directors, then such removal may be effected if a meeting of the shareholders of the corporation is held to act thereon and there is obtained the approval of a percentage of all votes entitled to be cast thereon equal to a majority of all votes entitled to be cast thereon; provided, further, that any such removal may be effected without a meeting or vote of the shareholders of the corporation if a resolution determining that cause exists for such removal shall be adopted by the affirmative vote of seventy-five percent (75%) of the entire Board of Directors.
 
ARTICLE XIII                                 
 
Special meetings of the shareholders may be called by any of the following:  (a) by the Chairman of the Board of Directors; (b) by the President of the corporation; (c) by the Board of Directors upon the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors; or (d) by the shareholders upon the written request of those persons holding of record not less than eighty percent (80%) of the total voting power of the shares entitled to vote thereon.
 
ARTICLE XIV                                 
 
Neither any provision of these Articles of Incorporation nor any provision of the By-Laws of the corporation may be amended, altered or repealed by the shareholders of this corporation unless a meeting of the shareholders of this corporation is held to act thereon and there is obtained the approval of a percentage of all the votes entitled to be cast thereon of at least eighty percent (80%); provided, however, that the approval of a majority of all the votes entitled to be cast shall be sufficient to approve any such amendment, alteration or repeal that has been favorably recommended to the shareholders by a resolution adopted by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors.
 

3.   The number of shares of the corporation outstanding at the time of such adoption was 436,721; and the number of shares entitled to vote thereon was 436,721.
 
4.   The number of shares voted for such amendment was 321,508; and the number of shares voted against such amendment was 12,699.
 
5.   The amendment herein effected does not give rise to dissenter’s rights to payment for the reason that the only effect of such amendment is to add new Articles concerning the percentage of acceptance required on various matters that are voted upon.
 
6.   Pursuant to Section 4(b) of Chapter 55 of the North Carolina General Statutes, this amendment shall become effective upon filing with the Secretary of State.
 
IN WITNESS WHEREOF, the corporation has caused this instrument to be executed by its proper officers and its corporate seal to be hereto affixed, this 18 th day of May 1984.
 
 
INVESTORS TITLE COMPANY


BY   /s/ J. Allen Fine
             President


BY   /s/ Carl E. Wallace, Jr.
             Secretary

NORTH CAROLINA
 
DURHAM COUNTY
 
This is to certify that on this 18 th day of May, 1984, before me, a Notary Public, personally appeared J. Allen Fine and Carl E. Wallace, Jr., each of whom, being by me first duly sworn, declared that he or she signed the foregoing document in the capacity indicated, that he or she was authorized so to sign, and that the statements therein contained are true.
 
Witness my hand and notarial seal, this 18 th day of May, 1984.
 
 
/s/ Glenda Oxendine                                                                            
Notary Public
(Seal)
My commission expires:
 
October 14, 1987                                                       
 
Exhibit 5

[Opinion of K&L Gates LLP]


August 10, 2009
 
Investors Title Company
121 North Columbia Street
Chapel Hill, North Carolina 27514
 
Ladies and Gentlemen:
 
We have acted as your counsel in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “ 1933 Act ”) for the registration of 250,000 shares (the “ Shares ”) of Common Stock, no par value, of Investors Title Company, a North Carolina corporation (the “ Company ”), which may be issued pursuant to the Investors Title Company 2009 Stock Appreciation Right Plan (the “ Plan ”).
 
You have requested our opinion as to the matters set forth below in connection with the Registration Statement.  For purposes of rendering that opinion, we have examined the Registration Statement, the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws, the Plan and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate.  We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Company.  In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind.  We have not verified any of those assumptions.
 
Our opinion set forth below is limited to the laws of the state of North Carolina.
 
Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid, and nonassessable.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.
 
Yours truly,
 
/s/ K&L Gates LLP
 
K&L Gates LLP
Exhibit 23.1



Consent of Independent Registered Public Accounting Firm



The Board of Directors
Investors Title Company
Chapel Hill, North Carolina


We consent to the use of our reports dated March 6, 2009, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting included in Investors Title Company’s 2008 Annual Report on Form 10-K incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.


/s/  Dixon Hughes PLLC

August 10, 2009
High Point, North Carolina