<PAGE> 1
As filed with the Securities and Exchange Commission on October 22, 1998
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1677330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1980 POST OAK BOULEVARD 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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STEWART INFORMATION SERVICES CORPORATION
1999 SALARY DEFERRED COMPENSATION PLAN
(Full title of the plan)
MAX CRISP
VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
STEWART INFORMATION SERVICES CORPORATION
1980 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 625-8100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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COPY TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed maximum
Title of securities to Amount maximum offering aggregate offering Amount of
be registered to be registered price per share price registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations(1) $6,000,000 100% $6,000,000(2) $1,770
=====================================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
Stewart Information Services Corporation to pay deferred compensation
in the future in accordance with the terms of the Stewart Information
Services Corporation 1999 Salary Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Stewart Information Services Corporation, a Delaware
corporation (the "Company"), hereby incorporates by reference in this
Registration Statement the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the fiscal year ended December 31, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, is hereby
deemed to be incorporated by reference in this Registration Statement and a
part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Stewart Information Services Corporation 1999 Salary
Deferred Compensation Plan(the "Plan"), the Registrant will provide eligible
employees, as specified therein, the opportunity to enter into agreements for
the deferral of a specified amount or percentage of their cash compensation
derived from base salary, commisions and incentive bonus awards. The Registrant
will enter into a trust agreement with a trustee under an irrevocable trust
(the "Trust"), the amounts allocated to which and the earnings thereon shall be
used to satisfy the obligations of the Company under such agreements (the
"Obligations"). The Trust will be a "grantor trust" for state and federal
income tax purposes, and the assets of the Trust shall at all times be subject
to the claims of the general creditors of the Company.
The amount of compensation to be deferred by each participating
eligible employee (individually, a "Participant" and collectively, the
"Participants") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on a date or
dates selected by each Participant at the time of enrollment. The Obligations
will be indexed to three or more investment funds determined by an
administrative committee (the "Committee") appointed by the Board of Directors
to administer the Plan, and such investment funds may vary from time to time. A
Participant may select his or her investment options for new deferrals or
contributions once per calendar quarter to become effective as of the first day
of the following quarter. Each Participant's Obligation will be adjusted to
reflect the positive or negative investment result of the selected investment
option.
A Participant's right or the right of any other person to the
Obligations is not subject to option nor assignable by voluntary or involuntary
assignment or by operation of law, including without limitation through
bankruptcy, garnishment, attachment or other creditor's process.
The Obligations are not subject to redemption, in whole or in part,
prior to termination of employment, death or disability of a Participant or the
distribution dates specified by such Participant without application to the
Committee, in which case a 10% penalty will be assessed. The Registrant
reserves the right to amend or terminate the Plan at any time; provided,
however, that no such action shall reduce a Participant's account under the
Plan without the Participant's written consent.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules of the Company as of December
31, 1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, incorporated by reference in this Registration Statement have
been audited by: KPMG Peat Marwick LLP; Doshier, Pickens & Francis, P.C.; Jim S.
Walker; Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants;
Aaronson, White & Company; Edgar, Kiker & Cross, L.L.P.; Wilkerson & Arthur,
P.C.; Jesus Yepez; Gratzer, Clem & Company, P.C.; Williams & Pearcy, P.C.;
Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent
accountants, to the extent indicated in their reports thereon also incorporated
by reference herein. Such financial statements and schedules have been
incorporated by reference herein in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.
<PAGE> 3
The validity of the Obligations registered hereby will be passed upon by
Fulbright & Jaworski L.L.P., counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleventh of the Company's Certificate of Incorporation
provides that no director of the Company will be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
by such directors as a director; provided, however, that such article will not
eliminate or limit liability of a director to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the General Corporation Law of the State of Delaware (the "GCL"), or
(iv) for any transaction from which the director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
a director to the Company and its stockholders for monetary damages for breach
of his fiduciary duty as a director to the extent allowed under the GCL. If a
director were to breach such duty in performing his duties as a director,
neither the Company nor the stockholders could recover monetary damages from
the director, and the only course of action available to the Company's
stockholders would be equitable remedies such as an action to enjoin or rescind
a transaction involving a breach of fiduciary duty. To the extent certain
claims against directors are limited to equitable remedies, Article Fourteenth
may reduce the likelihood of derivative litigation and may discourage
stockholders or management from initiating litigation against directors for
breach of their fiduciary duty. Additionally, equitable remedies may not be
effective in many situations. If a stockholder's only remedy is to enjoin
completion of the Board of Directors' action, this remedy would be ineffective
if the stockholder does not become aware of a transaction until after it has
been completed. In such a situation, it is possible that the stockholders and
the Company would not have an effective remedy against the directors.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled to
indemnity for proper expenses.
Delaware corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy providing coverage for each director and officer in his capacity as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.
4.1 Stewart Information Services Corporation 1999 Salary Deferred
Compensation Plan.
4.2 Stewart Information Services Corporation 1999 Salary Deferred
Compensation Trust Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality
of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit
5.1 hereto).
24.1 Power of attorney (contained on page II-4 hereof).
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities 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.
II-3
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr.,
and each of them, to act as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Houston, State of Texas, on the 21st day of
October, 1998.
STEWART INFORMATION SERVICES CORPORATION
By MAX CRISP
Max Crisp
Vice President - Finance, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated on the 21st day of October, 1999.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
CARLOSS MORRIS Co-Chief Executive Officer and Chairman of
Carloss Morris the Board (Principal Executive Officer)
STEWART MORRIS Co-Chief Executive Officer, President and
Stewart Morris Director (Principal Executive Officer)
MAX CRISP Vice President - Finance, Secretary,
Max Crisp Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer)
Director
-------------------------------------------------------
Lloyd M. Bentsen, III
Director
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E. Douglas Hodo
</TABLE>
II-4
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<TABLE>
<S> <C>
NITA B. HANKS Director
Nita B. Hanks
Director
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Paul W. Hobby
C.M. HUDSPETH Director
C.M. Hudspeth
Director
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W. Arthur Porter
</TABLE>
II-5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Form of Stewart Information Services Corporation 1999 Salary Deferred Compensation Plan.
4.2 Form of Stewart Information Services Corporation 1999 Salary Deferred Compensation Trust Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1 hereto).
24.1 Power of attorney (contained on page II-4 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
STEWART INFORMATION SERVICES CORPORATION
1999
SALARY DEFERRED COMPENSATION PLAN
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 1. Effective Date and Plan Year...........................................................1
Section 2. Committee..............................................................................1
Section 3. Eligibility and Participation..........................................................2
Section 4. Salary, Commissions and Bonus Deferred
Compensation...........................................................................4
Section 5. Crediting and Funding of Deferred
Compensation...........................................................................7
Section 6. Distributions.........................................................................10
Section 7. Nonassignability by Participant.......................................................15
Section 8. Continuation as Employee..............................................................15
Section 9. Status of Account.....................................................................16
Section 10. Claims Procedure......................................................................17
Section 11. Plan Amendment and Termination........................................................19
Section 12. Adoption by Other Employers...........................................................20
Section 13. Miscellaneous.........................................................................20
</TABLE>
<PAGE> 3
STEWART INFORMATION SERVICES CORPORATION
1999
SALARY DEFERRED COMPENSATION PLAN
Stewart Information Services Corporation (the "Company") hereby
establishes the 1999 Salary Deferred Compensation Plan (the "Plan") in
recognition of the valuable contribution, efforts and services provided by the
covered employees and in order to provide those employees an opportunity to fund
their own retirement benefits on a tax-deferred basis.
Section 1. Effective Date and Plan Year.
1.1 The Plan shall generally take effect on January 1, 1999.
1.2 The Plan shall operate on a calendar Plan Year.
Section 2. Committee.
2.1 The Company shall designate an administrative committee of one or
more individual members (the "Committee") to administer and operate the Plan and
to communicate to the trustee of the related trust. The Committee shall have
complete authority to make all decisions and determinations concerning
eligibility for and the operation of the Plan. The Committee may establish its
own rules for these purposes. The Company may change the composition of the
Committee at any time and fill any vacancies in the membership of the Committee.
The Committee shall be known as the "Stewart Title Salary Deferred Compensation
Plan Administrative Committee."
2.2 Except in cases of willful misfeasance and gross negligence, the
Company shall indemnify and hold harmless the members of the Committee for any
matters arising under the Plan.
2.3 The Committee shall have sole and complete discretion to
administer, operate and interpret this Plan. The Committee's
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<PAGE> 4
decisions shall be final and binding on all employees under the Plan and all
persons dealing with the Plan for any matters arising from the Plan.
Section 3. Eligibility and Participation.
3.1 Only the following classes and categories of employees of the
Company and any of its operating affiliates that adopt the Plan are eligible for
the participation in the Plan:
a) Region and Associate Region Managers,
b) District and Division Managers,
c) Stewart Title Guaranty Company Department Heads,
d) Corporate officer of the rank of Senior Vice
President or higher of the Company or Stewart Title
Guaranty Company), and
e) President of an operating affiliate.
In addition to being in one of the above classes, an employee must have total
annual paid compensation from the Company of no less than $125,000 in at least
two of the three calendar years immediately preceding (i) the initial year of
eligibility for that employee and (ii) each succeeding year of continued
eligibility and participation thereafter. If for a succeeding year the annual
amount in at least two of the three years preceding such succeeding year is less
than the applicable minimum, the employee's eligibility for the Plan shall cease
or be suspended beginning in such succeeding year, unless the Committee
determines otherwise. The pre-existing account of such an ineligible employee
who formerly participated in the plan will continue to be administered
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in accordance with all the other terms and conditions of the plan. The Committee
may adjust the minimum annual income limit in later years for changes in the
cost of living and may apply the limit as it deems appropriate on a case by case
basis for new employees.
3.2 An eligible employee may only participate in the Plan when selected
by the Committee and when such eligible employee completes and files with the
Committee the election form provided by the Committee. An employee who
participates in the Plan shall hereinafter be referred to as a participant. The
Committee shall have sole and complete discretion to select an eligible employee
to become a participant and to deny an eligible employee who has been a
participant the right to continue as a participant in the Plan with respect to
any future deferral election.
3.3 Each eligible employee selected for participation in the Plan by
the Committee must complete and file with the Committee the election form
provided by the Committee before the date set by the Committee prior to the
beginning of each calendar year.
3.4 If the Committee determines in good faith that a participant no
longer qualifies as a member of a select group of management or highly
compensated employees within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
(ERISA), the Committee shall have the right, in its sole discretion, to
discontinue such a participant from further participation in the Plan and to
either transfer such participant's account to another deferred compensation plan
or distribute the account to such participant in a single sum.
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Section 4. Salary, Commissions and Bonus Deferred Compensation.
4.1 In accordance with the limitations set forth in Section 4.3 below,
the participant shall indicate on the election form the percentage or dollar
amount of the compensation consisting of salary and commissions that otherwise
would be paid currently to the participant for the Plan Year, to be withheld by
the Company and deferred for future payment to the participant in accordance
with the terms of the Plan.
4.2 In accordance with the limitations set forth in Section 4.3 below,
a separate election may be made by the participant in each year to defer under
this Plan all or a portion of the bonus compensation payable to such participant
for such year. Such election must be made before the date the bonus becomes due
and payable and shall be made in a manner similar to the annual regular salary
deferral election and shall be subject to the other terms of this Plan.
4.3 Limitations on Deferral Elections.
(a) Maximum. The total maximum amount that may be deferred by
any participant for any Plan Year may not exceed $75,000. The Committee may
adjust the dollar limit provided in this Section 4.3(a) for changes in the cost
of living.
(b) Minimum. The total amount that may be deferred for any
participant for any Plan Year shall not be less than $5,000, which may consist
of the deferral from salary, commissions or bonuses or any combination thereof.
The Committee may adjust the
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<PAGE> 7
dollar limits provided in this Section 4.3(b) for changes in the
cost of living.
(c) Election Form, Rules and Implementation. Except to the
extent that the Committee determines otherwise for the Plan as a whole, the
following rules shall apply to the form and implementation of the election: The
election forms prescribed by the Committee shall provide for three separate
compensation deferral elections. Each election must be made on the form, signed
by participant and filed with the Committee on a timely basis.
(i) Salary (including commissions) Deferral. This election
shall apply to a participant's base salary plus commissions
(hereinafter collectively referred to as a salary) for each
Plan Year. The election for the salary paid to the participant
for a Plan Year must be made before the first day of the Plan
Year. The dollar amount or percentage indicated shall be
applied uniformly and ratably throughout the year to each
payroll period and paycheck for the year.
(ii) Mid-Year Bonus. The election for the mid-year bonus must
be made before the first day of the Plan Year for or in which
the bonus is paid. At the present time the mid-year bonus is
paid for the first six months of the Plan Year and is paid
following the end of such six months. The election must
therefore be made before the first day of such Plan Year.
Unless the Committee otherwise determines for the Plan, the
participant may specify quantitative conditions or limits and
may specify
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<PAGE> 8
an increasing percentage amount such as when the bonus exceeds
certain amounts or levels during or for the year.
(iii) Year-End Bonus. The election for the year-end bonus must
be made before the first day of the period in the Plan Year
for or in which the bonus is paid. At the present time the
year-end bonus is paid for the last six months of the Plan
Year and is paid after the end of such six months, generally
in February of the following year. The election must therefore
be made before the first day of such last six months of the
Plan Year - namely, July 1 of the Plan Year. Unless the
Committee otherwise determines for the Plan, the participant
may specify quantitative conditions or limits and may specify
an increasing percentage amount such as when the bonus exceeds
certain amounts or levels during or for the year.
(iv) Irrevocability. Except as may otherwise be provided in
the Plan, the election made for the Plan Year (or period
thereof) and filed with and accepted by the Committee is
irrevocable with respect to such Plan Year.
(v) Non-Automatic Renewability. The election made for a Plan
Year shall apply only to that year and shall not apply to the
succeeding Plan Year. A new election must be made by the
participant for such succeeding Plan Year. Unless a new
election is made by a participant for a
6
<PAGE> 9
succeeding year, there shall be no deferral for such
participant for such year.
Section 5. Crediting and Funding of Deferred Compensation.
5.1 Each compensation amount deferred by a participant shall be
currently withheld by the Company from the participant's paycheck and credited
and funded in the manner set forth below as soon as practicable (but in no event
more than 90 days) following the date of the paycheck.
5.2 Each amount deferred by a participant shall be credited by the
Committee to an account for such participant in the Plan. The account shall be
credited with earnings (or losses) as follows: The Committee shall designate no
less than three investment funds for the Plan, among which each Participant may
select in the combinations and amounts and at the times and in accordance with
other rules and limits prescribed by the Committee. The participant may change
the fund selection previously made at the time and in the manner prescribed by
the Committee. In the absence of a fund selection by the participant, the
Committee may designate the applicable fund or funds.
5.3 Earnings (or losses) shall be credited (or charged) to each
participant's account on a regular periodic basis (no less frequently than
quarterly or, if later, 90 days following the date of the deferral) based on the
net investment return of the funds selected by or for such participant for such
period.
5.4 The total amount of a participant's account shall consist of all
prior cumulative deferrals made by the participant increased
7
<PAGE> 10
or decreased by net credited earnings or losses in the manner specified above.
5.5 The amount of a participant's account shall represent the
participant's entire benefit under this Plan and shall be paid to the
participant in accordance with the provisions of this Plan.
5.6 Except as provided in Section 5.8 below, each amount deferred by
participant shall be currently paid by the Company to the trustee (the
"Trustee") of the trust (the "Trust") (entitled the "Stewart Information
Services Corporation 1999 Salary Deferred Compensation Trust Agreement for the
1999 Salary Deferred Compensation Plan") established by the Company to be held
and invested by the Trustee in accordance with the terms of the trust agreement
between the Company and the Trustee for the Trust. The terms of the Trust shall
comply with the terms of the Internal Revenue Service model trust prescribed in
Rev. Proc. 92-64.
5.7 Except as provided in Section 5.8 below, each such deferred amount
shall be paid by the Company to the Trust no less than frequently than quarterly
or, if later, 90 days following the date the deferred amount was withheld from
the participant's paycheck. The Trustee is not required to hold the amount paid
to the Trust for each participant in a separate trust account for each
participant. The funds for all the Participants may be held by the Trustee in a
single trust account.
5.8 The obligation of the Company to currently contribute to the Trust
the amounts set forth above in this Article V is subject to the following
modifications, limitations and adjustments:
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<PAGE> 11
(a) To the extent that distributions to the participant(s)
under this Plan are paid by the Company instead of or on behalf of the Trust,
the Company may offset the amount of such distributions against the amount of
the contributions to be paid to the Trust by the Company.
(b) The Company shall receive credit for any cumulative
overall net investment and actuarial gains in the Trust. If as of the close of a
Plan Year, the value of the Trust exceeds 120 percent of the total aggregate
account balances of all participants in the Plan, the Company shall receive a
credit in the amount of such excess and may offset such credit against the
contributions to be paid to the Trust by the Company for the following Plan
Year.
5.9 The amount paid to the participant from the Plan shall be equal to
the amount in the participant's account in the Plan as provided in Sections 5.1
- - 5.5 above and not based on any amount held (whether or not for the
participant) in the Trust. Distribution of the amount due the participant shall
be paid and be satisfied first from the funds of the Trust, allocable to such
participant, to the extent thereof. In the event of any insufficiency or
shortfall in the amount of funds paid from the Trust to the participant, the
Company shall pay the participant the balance. Upon payment to the participant
of the entire amount of the participant's account, the obligation of the Company
and any liability therefor under this Plan shall thereupon be completely
satisfied and discharged.
9
<PAGE> 12
Section 6. Distributions.
6.1 The amounts in the participant's account in the Plan shall be paid
to the participant as follows: Except to the extent otherwise designated in the
election form in accordance with the provisions of the Plan, the participant
shall be paid the amount in the participant's account following termination of
employment from the Company. For purposes of this Section 6 of the Plan,
termination of employment shall mean termination of employment from (without any
continued employment or immediate reemployment with) the Company and any of its
affiliates.
6.2 In-Service Distribution. The participant may as part of the
original deferral election, elect to receive a distribution in the form of a
single sum of the amounts to which such deferral election relates, either in
whole or designated part, prior to termination of employment as soon as
practicable (but generally no later than 30 days) following the beginning of a
Plan Year, provided the first day of such Plan Year is no less than 5 years
later than the first day of the Plan Year in which such election was made.
6.3 Severance Distribution. Notwithstanding any election under Section
6.2 above, except to the extent amounts in the account have previously been
distributed to the participant in accordance with the provisions of the Plan,
the entire balance of the account shall be paid to the participant in a single
sum as soon as practicable (but generally no later than 30 days) following the
participant's termination of employment, when such termination occurs prior to
the participant's 60th birthday.
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6.4 Retirement Distribution. When the participant's termination of
employment occurs on or after the participant's 60th birthday, distribution
shall be made in the same time and manner as provided in Section 6.3 above
except that in accordance with the participant's election(s), the
distribution(s) may be made in monthly installments (over 60 months or 120
months or both, as the case may be) instead of or as well as a single sum
subject to the following limitations:
(a) In order to qualify for monthly distributions, the opening
account balance net of any amount for which a lump sum
distribution has been elected, must exceed $60,000. Otherwise
the entire account shall be distributed as an immediate lump
sum.
(b) The monthly amount payable over 60 months shall be added to
the monthly amount added over 120 months and combined into a
single monthly distribution payment check. If as of the
beginning of each Plan Year such combined monthly amount for
the first month (prior to any subsequent earnings adjustments
for that Plan Year) is less than $1,000 then instead of 12
monthly installment payments for that Plan Year, there shall
be a single annual installment paid following the end of the
first month equal to the product of 12 times such initial
monthly amount.
The Committee may adjust the dollar limits provided in this Section 6.4 for
changes in the cost of living. When paid in installments,
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<PAGE> 14
the remaining amounts in the account shall continue to be credited with earnings
or losses in accordance with the provisions of Section 5 above and the amount of
the remaining installments shall be adjusted accordingly in the manner
prescribed by the Committee.
6.5 Death. In the event of the participant's death prior to the
complete distribution of the deceased participant's account, the balance of the
account shall be made in a single sum to the designated beneficiary as soon as
practicable following the participant's death, except that if the recipient of
such payments is the surviving spouse, the election of installments shall remain
effect in accordance with Section 6.4 above.
6.6 Designated Beneficiary. The participant may make and thereafter
change at any time a beneficiary designation on the form prescribed by and filed
with the Committee. In the absence of a designated beneficiary or beneficiary
designation, the surviving spouse, or if none or the spouse does not survive by
more than 30 days, the participant's estate shall be treated as the designated
beneficiary. Unless otherwise required by applicable local law, the designation
or treatment of the spouse as the beneficiary shall not be revoked upon the
divorce of the participant from such spouse, but shall only be revoked or
superseded by a later beneficiary designation properly made and filed with the
Committee by the participant. The designation of any beneficiary other than the
surviving spouse of the participant shall only be valid and effective if the
form on which such beneficiary designation is made is signed and consented to by
such surviving spouse.
12
<PAGE> 15
6.7 Disability. In the event the participant becomes disabled within
the meaning of the Company's long-term disability plan then in effect, including
any therein required waiting periods, and such participant is eligible to
commence receiving benefits under such plan, a complete distribution shall be
made to the participant from this Plan in a single sum, as soon thereafter (but
generally no later than 30 days) as practicable. Such a disabled participant may
no longer participate in this Plan or make deferrals under this Plan.
6.8 Withdrawal. The participant shall have the right at any time to
make an election to receive the entire remaining amount in the participant's
account, and as soon as practicable (but generally no later than 30 days)
following the making and filing with the Committee of such a withdrawal
election, 90 percent of the entire amount of the account shall be paid to the
participant in a single sum, and the remaining 10 percent shall be forfeited.
Following such a withdrawal election and distribution, the participant shall not
be eligible to thereafter again participate in the Plan.
6.9 Missing Participants. In the case of any participant whose account
is due and payable from the Plan, and whose whereabouts is unknown, after the
Committee unsuccessfully attempts to contact such a participant by mail to the
participant's last address on file with the Committee or any other means deemed
reasonable or appropriate by the Committee, the entire amount of such
participant's account shall be forfeited on the last day of the Plan Year in
which the participant's account became due and
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<PAGE> 16
payable. In the event that such a missing participant or the participant's
designated beneficiary thereafter files a claim with the Committee within seven
years from the date of such forfeiture, the original amount of the forfeiture
shall be restored and paid to the participant or beneficiary.
6.10 Forfeitures. Any forfeitures under this Plan shall not revert to
the benefit of any other participant in the Plan, but shall become available to
the Company to help defray the expenses of administering the Plan.
6.11 Leave of Absence. An authorized leave of absence shall not be
considered a termination of employment, except to the extent determined
otherwise by the Committee on a case by case basis. A participant on a paid
leave of absence shall be treated as an active employee under the Plan with
respect to the compensation (e.g., salary) paid to the participant during the
leave of absence. The deferral election of a participant on an unpaid leave of
absence shall be suspended as to salary during such leave and the participant
shall not be eligible to make any future deferral elections under the Plan
during such leave.
6.12 Change of Election. Unless the Committee otherwise determines for
the Plan as a whole, each participant shall be given the right to make a one
time change in the method of payment elected in each deferral election with
respect to Section 6.4 above, provided such change is made at least two years
prior to the participant's retirement date.
6.13 Facility of Payment. If the Committee determines that a payee
under this Plan is unable to care for his own affairs
14
<PAGE> 17
because of physical or mental condition or minority, any such payment may be
made to the payee's guardian or spouse, or to any descendent, parent, relative,
or other person determined by the Committee to be trustworthy to utilize the
payment for the benefit of the payee.
Section 7. Nonassignability by Participant.
No participant shall have the right to assign, anticipate,
sale, transfer, pledge, encumber, or create a security interest in, or dispose
of any right or interest provided for in this Plan, including, without
limitation, the right to receive any severance, retirement, disability, or death
payment or benefit, and the right of the participant or beneficiary to any such
payment or benefit shall not be subject to attachment or garnishment by any of
the creditors of the participant or beneficiary except that a domestic relations
order that is "qualified" consistent with the rules under ERISA shall be honored
and enforced to the extent deemed proper and feasible by the Committee. The
interest of a participant in the Plan is intended to be a spendthrift interest
under state law.
Section 8. Continuation as Employee.
Nothing contained in this Plan nor the payment of any
contributions to the Plan, nor the payment of any benefits to the participant
shall be construed to grant any participant any right to be retained in the
service of the Company or to restrict the right of the Company to discharge the
participant regardless of the effects of such discharge would have upon the
participant or upon
15
<PAGE> 18
any other person as a beneficiary. The Company expressly reserves the right to
hire and discharge persons providing services as if this Plan had not been
established.
Section 9. Status of Account.
9.1 Notwithstanding any other provision of this Plan, the participant's
rights to all such amounts under this Plan, are that of a general unsecured
creditor of the Company and such amounts represent nothing more than a mere
promise by the Company to pay such amounts at the future time or times provided
in this Plan. As a condition of participation in the Plan, each participant
automatically expressly waives any preferences that may be provided by law to
any claims beyond that of a general unsecured creditor to the payment of any
amounts due the participant under the Plan. To the extent necessary or
appropriate the Committee may require any participant sign an express waiver to
this effect.
9.2 This Plan is intended to comply with the law and rulings under
Sections 83, 402(b), 451 and 671 of the Internal Revenue Code of 1986, as
amended and the economic benefit and constructive receipt doctrines thereunder,
including the ruling positions and criteria of the Internal Revenue Service as
in effect from time to time and the related rulings and regulations which result
in a deferral of income tax to the participant. This Plan is also intended to
comply with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA regulations
thereunder applying to unfunded plans maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated participants. The
16
<PAGE> 19
Committee shall have the right to interpret the Plan and to the extent necessary
override the provisions of the Plan to preserve the status described above in
this Section 9.2.
Section 10. Claims Procedure.
10.1 Any claim for specific benefits under this Plan shall be submitted
to the Committee. If such a claim relates to the contents of a notice received
by the claimant, the claim must be made within 60 days after such notice was
received by the claimant. All other claims must be made within 180 days of the
date on which the event that caused the claim to arise occurred. The claim must
state with particularity the determination desired by the claimant.
10.2 The Committee shall consider a claimant's claim within a
reasonable time, and shall notify the claimant in writing:
(i) that the claimant's requested determination has been made,
and that the claim has been allowed in full; or
(ii) that the Committee has reached a conclusion contrary, in
whole or in part, to the claimant's requested determination,
and such notice must set forth in a manner calculated to be
understood by the claimant.
If a claim for benefits under this Plan is denied, the Committee shall
provide notice to the claimant in writing of the denial within 90 days after the
claim's submission. The notice shall be written in a manner calculated to be
understood by the claimant and shall include:
(a) the specific reason or reasons for the denial;
17
<PAGE> 20
(b) specific reference to the pertinent Plan provisions on which the
denial is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) an explanation of the Plan's claims review procedures.
10.3 If special circumstances require an extension of time for
processing the initial claim, a written notice of the extension and the reason
therefor shall be furnished to the claimant before the end of the initial 90-day
period. In no event shall such extension exceed 90 days.
10.4 Within 60 days after receiving a notice from the committee that a
claim has been denied, in whole or in part, a claimant (or the claimant's duly
authorized representative) may file with the Committee a written request for a
review of the denial of the claim. Thereafter, but not later than 30 days after
the review procedure began, the claimant (or the claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole discretion,
may grant.
10.5 The decision on review shall be made within 60 days of receipt of
the request for review, unless special circumstances require an extension of
time for processing, in which case a decision shall be rendered as soon as
possible, but not later than
18
<PAGE> 21
120 days after receipt of the request for review. If such an extension of time
is required, written notice of the extension shall be furnished to the claimant
before the end of the original 60-day period. The decision on review shall be
made in writing, shall be written in a manner calculated to be understood by the
claimant, and shall include specific references to the provisions of the Plan on
which the denial is based. If the decision on review is not furnished within the
time specified above, the claim shall be deemed denied on review.
10.6 A claimant's compliance with the foregoing provisions of this
Section 10 is a mandatory prerequisite for a claimant's right to commence any
legal action with respect to any claim for benefits under this Plan.
Section 11. Plan Amendment and Termination.
This Plan may be amended and/or terminated at any time by the
Company. Unless otherwise determined by the Committee or provided in the
amendment or termination document, the amendment and termination shall take
effect immediately upon adoption by the Company and shall apply with respect to
any compensation paid or payable to each participant in the Plan after the date
of the adoption of the amendment or termination document. The termination action
or document may provide for the immediate payment in a single lump sum to each
participant of all remaining amounts payable to each such participant currently
or in the future under the Plan. No amendment to the Plan taking effect may
reduce or materially impair the amount and value of the participant's account
19
<PAGE> 22
on the day the amendment is adopted. For purposes of this Plan, unless otherwise
determined by the Company's Board of Directors, the President of the Company
shall have full authority to act for the Company including the authority to
delegate this authority to another corporate officer of the Company, provided
that any such action pertaining to Section 11 or 12 of the Plan is subject to
approval or ratification by the Company's Board of Directors.
Section 12. Adoption by Other Employers. Any corporate operating affiliate of
the Company which is at least fifty percent owned by the Company, may adopt and
participate in this Plan by action of the president or vice president of such
subsidiary, approved or ratified by the subsidiary's board of directors, and
consented to by the Company. To the extent appropriate or determined by the
Committee any reference to the Company in this Plan shall include Stewart
Guaranty Title Company and an adopting affiliate.
Section 13. Miscellaneous.
13.1 This Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the participant, his heirs, executors,
administrators, and legal representatives.
13.2 The laws of Texas shall govern the validity, interpretation,
construction, and performance of this Plan.
13.3 Both contributions of deferred amounts to the Plan and
distributions of deferred amounts plus net earnings from the Plan shall be
subject to any applicable tax withholding including
20
<PAGE> 23
federal income tax and social security insurance contributions
(FICA) tax withholding.
13.4 The administration expenses of the Plan and Trust and any income
tax liability of the Trust, whether or not a grantor trust shall be paid by the
Company without chargeback to or reimbursement from the Trust or the Plan.
13.5 Each participant as a condition of participation in the Plan shall
automatically have given the participant's consent to a life insurance
application and an insurable interest to the Company for any life insurance
policies issued to and held by the Company or the Trustee under this Plan.
13.6 For purposes of applying and interpreting this Plan, unless the
context clearly requires otherwise, the male gender shall include the female
gender and the singular number shall include the plural number and vice versa.
Executed and adopted this _____ day of October 1998.
STEWART INFORMATION SERVICES
CORPORATION
Attest By:
---------------------------
Stewart Morris, President
[Affix corporate seal]
- ----------------------------
Sue M. Pizzitola, Secretary
21
<PAGE> 1
EXHIBIT 4.2
STEWART INFORMATION SERVICES CORPORATION
1999
DEFERRED COMPENSATION TRUST AGREEMENT
For The
1999
Salary Deferred Compensation Plan
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Section 1. Establishment of Trust.................................................................2
Section 2. Payments to the Participants and Their Beneficiaries...................................3
Section 3. Trustee Responsibility Regarding Payments To Trust Beneficiary When Company Is
Insolvent..............................................................................4
Section 4. Payments to Company....................................................................6
Section 5. Investment Authority...................................................................7
Section 6. Powers and Duties of Trustee...........................................................7
Section 7. Disposition of Income.................................................................11
Section 8. Accounting by Trustee.................................................................11
Section 9. Responsibility of Trustee.............................................................12
Section 10. Compensation and Expenses of Trustee..................................................14
Section 11. Resignation and Removal of Trustee....................................................15
Section 12. Appointment of Successor..............................................................16
Section 13. Single Trust..........................................................................17
Section 14. Communications with Trustee...........................................................17
Section 15. Change of Control.....................................................................17
Section 16. Insurers..............................................................................20
Section 17. Taxes.................................................................................21
Section 18. Amendment or Termination..............................................................22
Section 19. Miscellaneous.........................................................................23
Section 20. Effective Date........................................................................25
</TABLE>
<PAGE> 3
STEWART INFORMATION SERVICES CORPORATION
1999
DEFERRED COMPENSATION TRUST AGREEMENT
For The
1999
Salary Deferred Compensation Plan
(a) This Stewart Information Services Corporation 1999 Deferred
Compensation Trust Agreement ("Trust Agreement") is made this ______ day of
October, 1998, effective beginning January 1, 1999 by and between Stewart
Information Services Corporation ("Company") and Wells Fargo Bank (Texas), N.A.
("Trustee") for use in conjunction with the 1999 Salary Deferred Compensation
Plan.
(b) WHEREAS, Company has adopted the nonqualified deferred compensation
plan listed in Appendix I hereto (the "Plan");
(c) WHEREAS, each participating employee (the "Participant") may make
current annual contributions to the Plan from his current compensation under the
terms of the Plan;
(d) WHEREAS, Company wishes to establish a trust (hereinafter called
"Trust") and to transfer the Participant contributions and any other
contributions to the Trust, as assets that shall be held in the Trust, subject
to the claims of Company's creditors in the event of Company's Insolvency, as
herein defined, until paid to the Participants and their beneficiaries in such
manner and at such times as provided in the Plan;
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<PAGE> 4
(e) WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended;
(f) WHEREAS, it is the intention of Company to transfer the Participant
contributions to the Trust to provide a source of funds for meeting the
Company's liability under the Plan;
NOW THEREFORE, this Trust Agreement, is hereby made by and between the
Company and the Trustee with provisions as follows:
SECTION 1. ESTABLISHMENT OF TRUST.
(a) Company has deposited with Trustee in trust an amount equal to or
no less than $100, which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable subject to
approval by the Board of Directors of the Company.
(c) The Trust is intended to be a grantor trust, of which Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed accordingly.
(d) The principal of the Trust and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of the Participants and
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<PAGE> 5
general creditors of the Company as herein set forth. The Participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. Any rights created under the Plan and this
Trust Agreement shall be mere unsecured contractual rights of Participants and
their beneficiaries against Company. Any assets held by the Trust will be
subject to the claims of Company's general creditors under federal and state law
in the event of Insolvency, as defined in Section 3(a) herein.
(e) After the Trust has become irrevocable pursuant to Section 1(b)
hereof, Company shall be required in accordance with the terms of the Plan to
transfer to the Trust no less frequently than quarterly the Participant
contributions in cash or in kind pursuant to the terms of the Plan.
SECTION 2. PAYMENTS TO THE PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule"), which shall be revised and updated by the Company from time to time,
that indicates the amounts payable in respect of each Participant (and his
beneficiaries), which provides the time and manner of payment to the Participant
of funds from the Trust. Except as otherwise provided herein, Trustee shall make
payments in cash or in kind to each Participant and his beneficiaries in
accordance with the Payment Schedule. Trustee shall make provision for the
reporting and withholding of any federal, state or local
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<PAGE> 6
taxes that may be required to be withheld with respect to the payment of
benefits under the Plan and shall either pay amounts withheld from the Trust to
the appropriate taxing authority or determine that such amounts have been
reported, withheld and paid by the Company.
(b) The entitlement of a Participant or his beneficiaries to benefits
under the Plan shall be determined by Company or such person as Company may
designate under the Plan and any claim for such benefits shall be considered
reviewed under the procedures set out in the Plan.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN COMPANY IS INSOLVENT.
(a) Trustee shall cease payment of benefits to the Participants and
their beneficiaries if Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.
(1) The Board of Directors and the highest ranking officer of
the Company shall have the duty to inform Trustee in writing of
Company's Insolvency. If a person claiming to
-4-
<PAGE> 7
be a creditor of Company alleges in writing to Trustee that Company has
become Insolvent, Trustee shall determine whether Company is Insolvent
and, pending such determination, Trustee shall discontinue payment of
benefits to the Participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming to
be a creditor alleging that Company is Insolvent, Trustee shall have no
duty to inquire whether Company is Insolvent. Trustee may in all events
rely on such evidence concerning Company's solvency as may be furnished
to Trustee and that provides Trustee with a reasonable basis for making
a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to the Participants or
their beneficiaries and shall hold the assets of the Trust for the
benefit of Company's general creditors. Nothing in this Trust Agreement
shall in any way diminish any rights of the Participants or their
beneficiaries to pursue their rights as general creditors of Company
with respect to benefits due under the Plan or otherwise.
(4) Trustee shall resume the payment of benefits to the
Participants or their beneficiaries in accordance with Section 2 of
this Trust Agreement only after Trustee has determined that Company is
not Insolvent (or is no longer Insolvent).
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<PAGE> 8
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan(s) for the
period of such discontinuance, less the aggregate amount of any payments made to
Plan participants or their beneficiaries by Company in lieu of the payments
provided for hereunder during any such period of discontinuance.
(d) For purposes of this Section 3, the Trustee shall have the right as
a reimbursable administration cost and expense under this Trust Agreement to
retain any outside counsel and experts it reasonably believes is necessary or
appropriate to assist it with regard to the determination of insolvency and to
commence a judicial interpleader or declaratory judgment or other appropriate
action for direction regarding this determination.
SECTION 4. PAYMENTS TO COMPANY.
(a) Except as provided in Section 3 above and Section 4(b) below, after
the Trust has become irrevocable, Company shall have no right or power to direct
Trustee to return to Company or to divert to others any of the Trust assets
before all payment of benefits have been made to the Participants and their
beneficiaries pursuant to the terms of the Plan. Once all payments due under the
Plan have been made from the Trust to all Participants and their
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<PAGE> 9
beneficiaries, any remaining assets in the Trust shall revert to the Company.
(b) If as of the end of any Plan Year, the value of the Trust exceeds
150 percent of the total aggregate account balances of all Participants in the
Plan, the Company shall have the right to receive a withdrawal or reversion from
the Trust of such excess. The Trustee shall transfer all or any part of such
excess to the Company upon request by the Company.
SECTION 5. INVESTMENT AUTHORITY.
In no event may Trustee invest in securities (including stock or rights
to acquire stock) or obligations issued by Company (or affiliated corporations
within the same commonly controlled group), other than a de minimis amount held
in common investment vehicles in which the Trustee invests. All rights
associated with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with the
Participants.
SECTION 6. POWERS AND DUTIES OF TRUSTEE.
All investment and disbursement powers over all property held
in this Trust shall be vested exclusively in the Trustee. Except as provided in
this Trust Agreement to the contrary, Trustee shall have all the rights, powers
and duties granted trustees under the Texas Trust Code, as amended from time to
time, and shall have the power and authority to perform every act necessary or
appropriate
-7-
<PAGE> 10
to carry out the terms of this Trust to the maximum extent permitted by law,
including, without limitation, the following:
(a) The receipt of contributions or funding under the Plan;
(b) To hold, manage, invest, reinvest, sell and exchange all
property of the Trust, together with any additional property which may
from time to time be transferred to the Trustee as herein provided; to
collect, invest and reinvest any and all income resulting from all such
Trust property; to accumulate and distribute the income and principal
of the Trust in accordance with this Trust Agreement, after deducting
expenses properly payable from trust income;
(c) The entering into and performance of any agreement;
(d) Subject to the provisions of Section 3 above, the
undertaking of any legal action, whether as plaintiff or defendant, on
behalf of the Trust;
(e) The employment of any person, including attorneys,
accountants, investment managers and agents, to advise and assist
Trustee in the performance of its duties;
(f) The execution and delivery of all instruments necessary or
appropriate to accomplishing or facilitating the exercise of Trustee's
powers;
(g) To release, in the discretion of Trustee, any fiduciary
power at any time, in whole or in part, temporarily or permanently,
whenever Trustee may deem it advisable, by acknowledged instrument;
-8-
<PAGE> 11
(h) To keep any and all securities or other assets of the
Trust in the name of some other person or entity with a power of
attorney for the transfer attached or in bearer or Federal Reserve Book
Entry form or in the name of Trustee without disclosing the fiduciary
capacity of Trustee;
(i) To vote, either in person or by proxy, any share of stock
held as part of the assets of the Trust;
(j) To invest and reinvest Trust property and the income
therefrom in a money market fund or other mutual fund from which the
Trustee or an affiliate of the Trustee may receive advisory fees or
other remuneration;
(k) To hold cash uninvested at any time and in any amount
pending investment pursuant to the terms of this Trust Agreement; and
(l) To invest in and hold life insurance policies and
contracts on the life or lives of any of the Participants, whether on a
group or individual basis, with a carrier or carriers who are qualified
and authorized to do such business, as well as variable annuities,
mutual funds and separate accounts sponsored or managed by the
designated life insurance carrier(s), of the type approved or
designated by the Company.
When Trustee acts in good faith, Trustee, in all matters pertaining to
Trustee's management and investment of the Trust, may rely upon any notice,
resolution, instruction, direction, order, certificate, opinion, letter,
telegram or other document believed
-9-
<PAGE> 12
by Trustee to be genuine, to have been signed by a proper representative of the
Participant or beneficiary, Company or any investment manager or third party
recordkeeper, if one is appointed, and to be the act of the Participant or
beneficiary, Company or the investment manager or third party recordkeeper, as
the case may be. Trustee may accept any certificate or other instrument duly
signed by a proper representative of the Participant or beneficiary, Company or
the investment manager or third party recordkeeper, if one is appointed which
purports to evidence an instruction, direction or order of the Participant or
beneficiary, Company, the investment manager or third party recordkeeper, as the
case may be, as conclusive evidence thereof.
Any person dealing in good faith with Trustee or in good faith
assisting Trustee in conducting a transaction shall be entitled to rely without
inquiry upon the representation that Trustee has the power Trustee purports to
exercise and has exercised such power in accordance with the provisions of this
Trust Agreement, and in such event such person shall not be responsible for the
application of money or property paid or delivered to Trustee.
In holding, investing and managing the investments and assets of the
Trust, Trustee shall take into account, any investment objectives and guidelines
prescribed by the Company from time to time. Until further notice, the initial
investment objectives and guidelines of the Company for the Plan and Trust are
set forth in Appendix II to this Trust Agreement.
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<PAGE> 13
With respect to the holding of any life insurance policy or separate
account, variable annuity or mutual fund generally described in Appendix II to
this Trust Agreement, the Company shall have the right to select any one or more
life insurance carriers as the issuer or manager of such holdings, and direct
the Trustee to accept such holdings for the Trust.
SECTION 7. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net of
expenses, shall be accumulated and reinvested.
SECTION 8. ACCOUNTING BY TRUSTEE.
(a) Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between
Company and Trustee. Within 60 days after the removal or resignation of Trustee,
Trustee shall deliver to Company a written account of its administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such
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<PAGE> 14
year or as of the date of such removal or resignation, as the case may be.
(b) Trustee shall keep and maintain complete and accurate records of
the Trust and all transactions involving any property of the Trust. Such records
shall be available for inspection by Company or any Participant at all times
during normal business hours. Trustee shall produce and furnish to Company
quarterly (or monthly if the Company requests) annual itemized statements
identifying all transactions of the Trust and generally reflecting the condition
of the Trust.
SECTION 9. RESPONSIBILITY OF TRUSTEE.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company which is contemplated by, and
in conformity with, the terms of the Plan or this Trust and is given in writing
by Company. In the event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction in Harris County, Texas to resolve
the dispute.
(b) Company shall indemnify and hold harmless Trustee for any damages,
expenses, liabilities or losses, incurred or sustained by or imposed on Trustee,
arising in connection with the Trust or the
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<PAGE> 15
Plan (including reasonable attorneys' fees), including any litigation that the
Trustee defends against or initiates in connection with the administration of
Trustee's powers and duties under the Trust or the Plan. If Company does not pay
such costs, expenses and liabilities in a reasonably timely manner, Trustee may
obtain payment by withdrawing funds from the Trust.
(c) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of
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<PAGE> 16
section 301.7701-2 of the Procedure and Administrative Regulations promulgated
pursuant to the Internal Revenue Code.
(g) Notwithstanding any provisions of this Trust Agreement or the Plan
to the contrary, Trustee may in good faith fully rely on any representations or
directions given to Trustee by Company (or its officers and employees designated
to Trustee for this purpose) under this Trust Agreement or the Plan.
(h) Notwithstanding any provisions of this Trust Agreement or the Plan
to the contrary, Trustee shall not be liable for any action taken or omitted as
Trustee of this Trust unless such action or omission constitutes bad faith,
gross negligence or willful disregard for the provisions of this Trust
Agreement.
(i) The Trustee shall be responsible and liable for the assets in the
Trust including assets accepted as contributions to the Trust from the Company.
The Trustee shall be under no obligation and shall not have the duty to collect
or recover any funds or assets that have not yet been contributed to the Trust
until those funds and assets have both been contributed by the Company and
accepted by the Trustee.
SECTION 10. COMPENSATION AND EXPENSES OF TRUSTEE.
For its services hereunder, Trustee shall receive reasonable
annual compensation in accordance with its standard fee schedule in effect at
the time that such services are furnished to the Trust. The Company shall pay
all reasonable or agreed upon administrative and Trustee's fees and expenses,
including any expenses
-14-
<PAGE> 17
attributable to the payment of persons engaged or expenses paid in accordance
with the provisions of Sections 3(d), 5A and 8 above. The Trustee shall
periodically (but no less frequently than quarterly) submit its statements of
account to the Company. Payment shall be made by Company in a prompt manner. If
not so paid, the fees and expenses shall be paid from the Trust.
SECTION 11. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Company, which
shall be effective 30 days after receipt of such notice unless Company and
Trustee agree otherwise.
(b) Trustee may be removed by Company on 30 days written notice or upon
shorter notice accepted by Trustee.
(c) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within 120 days after receipt of
written notice of resignation, removal or transfer, unless Company extends the
time limit.
(d) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 12 below, by the effective date of resignation or
removal under paragraph (a) or (b) of this section. If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction in Harris
County, Texas for appointment of a successor or for instructions. All expenses
of Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.
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<PAGE> 18
(e) The resignation or removal of Trustee shall not be effective and
shall not occur unless and until a successor trustee is appointed in accordance
with Section 12 below or the second sentence in Section 11(d) above.
(f) After a Change in Control (as defined in Section 15 below) Trustee
may not resign or be removed without the written approval at the time of such
resignation or removal of at least two-thirds of the total number of the
Participants (or the beneficiary for a deceased Participant) due amounts to be
paid under the Plan on the basis of one vote per Participant (or beneficiary for
a deceased Participant).
SECTION 12. APPOINTMENT OF SUCCESSOR.
(a) If Trustee resigns or is removed in accordance with Section 11(a)
or (b) above, Company may appoint any qualified corporate fiduciary, such as a
bank trust department or other party that may be granted corporate trustee
powers under state law, as a successor to replace Trustee upon resignation or
removal. The appointment shall be effective when accepted in writing by the new
Trustee, who shall have all of the rights and powers of the former Trustee,
including ownership rights in the Trust assets. The former Trustee shall execute
any instrument necessary or reasonably requested by Company or the successor
Trustee to evidence the transfer.
(b) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing
-16-
<PAGE> 19
Trust assets, subject to Sections 8 and 9 above. The successor Trustee shall not
be responsible for, and Company shall indemnify and defend the successor Trustee
from any claim or liability resulting from any action or inaction of any prior
Trustee or from any other past event, or any condition existing at the time it
becomes successor Trustee.
SECTION 13. SINGLE TRUST.
This Trust shall constitute a single pooled trust with aggregate
funding and aggregate liability as to all employees and their respective
employers who participate in the Plan and have accounts in the Trust. The funds
and assets in the Trust shall be available to pay distributions to all
Participants in the Plan.
SECTION 14. COMMUNICATIONS WITH TRUSTEE.
The Company may designate a committee (the "Committee") of one or more
individuals for the purposes or carrying out the Company's responsibility and
authority under the Trust. The Committee shall communicate, as appropriate to
the Trustee, the actions of the Committee, which shall be binding on the Company
and may be relied upon by the Trustee.
SECTION 15. CHANGE OF CONTROL.
(a) Change in Control shall mean the first to occur of any of the
following items:
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<PAGE> 20
(i) Any "person" (as that term is used in Section 13 and
14(d)(2) of the Securities Exchange Act of 1934 ("Act")) becomes the
beneficial owner (as that term is used in Section 13(d) of the Act),
directly or indirectly, of 50 percent or more of the Company's capital
stock entitled to vote in the election of directors;
(ii) During any period of not more than two consecutive years,
not including any period prior to the adoption of this Trust,
individuals who, at the beginning of such period constitute the board
of directors of the Company, and any new director (other than a
director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (i), (iii),
(iv) or (v) of this Section 15(a)) whose election by the board of
directors or nomination for election by the Company's stockholders was
approved by a vote of at least three-fourths of the directors then
still in office, either were directors at the beginning of the period
or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority
thereof;
(iii) The shareholders of the Company approve any
consolidation or merger of the Company, other than a consolidation or
merger of the Company in which the holders of the common stock of the
Company immediately prior to the consolidation or merger hold more than
50 percent of the
-18-
<PAGE> 21
common stock of the surviving corporation immediately after the
consolidation or merger;
(iv) The shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company;
(v) The shareholders of the Company approve the sale or
transfer of substantially all of the Company's assets to parties that
are not within a "controlled group of corporations" (as defined in Code
Section 1563) in which the Company is a member; or
(vi) The purchase or other acquisition by any person, entity
or group of persons, within the meaning of Section 13(d) or 14(d) of
the Act, or any comparable successor provisions, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act)
of 30 percent or more of either the outstanding shares of common stock
or the combined voting power of Company's then outstanding voting
securities entitled to vote generally, or the approval by the
stockholders of the Company of a reorganization, merger, or
consolidation, in each case, with respect to which persons who were
stockholders of Company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than
50 percent of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or consolidated
Company's then outstanding securities, or a liquidation or dissolution
of
-19-
<PAGE> 22
Company or of the sale of all or substantially all of Company's assets.
(b) Following a change of control, the following modifications shall be
implemented by the Trustee under the Trust:
(i) No further changes may be made in the investment
objectives and guidelines in Appendix II except as deemed appropriate
in the sole discretion of the Trustee.
(ii) The authority of the Committee under Section 14 above may
be disregarded to the extent deemed appropriate in the sole discretion
of the Trustee.
(iii) The limitations on the resignation or removal of Trustee
under Section 10(f) above shall become applicable.
(c) For purposes of this Section 15, the term "Company" shall mean
Stewart Information Services Corporation and/or Stewart Title Guaranty Company.
SECTION 16. INSURERS.
(a) No insurance company or carrier, i.e., insurer shall be deemed to
be a party to the Trust and an insurer's obligations shall be measured and
determined solely by the terms of contracts and other agreements executed by it.
(b) An insurer shall accept the signature of the Trustee to any
documents or papers executed in connection with such contracts. The signature of
the Trustee shall be conclusive proof to the insurer that the person on whose
life an application is being made
-20-
<PAGE> 23
is eligible to have a contract issued on his or her life and is eligible for a
contract of the type and amount requested.
(c) An insurer shall deal with the Trustee as the sole and absolute
owner of any insurance contracts and shall have no obligation to inquire whether
any action or failure to act on the part of the Trustee is in accordance with or
authorized by the terms of the Plans or this Trust Agreement.
(d) An insurer shall be fully discharged from any and all liability for
any action taken or any amount paid in accordance with the direction of the
Trustee and shall have no liability for the operation of the Trust or the Plan,
whether or not in accordance with their terms and provisions.
(e) An insurer shall be fully discharged from any and all liability for
dealing with a party or parties indicated on its records to be the Trustee until
such time as it shall receive at its home office written notice of the
appointment and qualification of a successor Trustee.
SECTION 17. TAXES.
The Company (or its subsidiary, as the case may be) shall from time to
time pay taxes of any kind whatsoever that at any time is lawfully levied or
assessed upon or become payable in respect of the Trust, the income or any
property forming a part thereof, or any security transaction pertaining thereto.
To the extent that any taxes lawfully levied or assessed upon the Trust are not
paid by the Company, the Trustee shall have the power to pay such taxes
-21-
<PAGE> 24
out of the Trust and shall seek reimbursement from the Company. Prior to making
any payment, the Trustee may require such releases or other documents from any
lawful taxing authority as it shall deem necessary. The Trustee shall contest
the validity of taxes in any manner deemed appropriate by the Company or its
counsel, but at the Company's expense, and only if it has received an indemnity
bond or other security satisfactory to it to pay any such expenses. The Trustee
(i) shall not be liable for any nonpayment of tax when it distributes an
interest hereunder on directions from the Committee, and (ii) shall not have the
obligation to file any tax return on behalf of the Trust, unless such return is
not prepared and filed by the Company. The Trustee shall cooperate with the
Committee in connection with the preparation and filing of any such return.
SECTION 18. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 1(b) above.
(b) The Trust shall not terminate until the date on which the
Participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. In accordance with Section 4 above, upon termination
of the Trust any assets remaining in the Trust shall be returned to Company.
-22-
<PAGE> 25
(c) Upon written approval of at least three-fourths of the total number
of Participants (or the beneficiary for a deceased Participant) due amounts to
be paid at any time thereafter under the Plan on the basis of one vote per
Participant (or beneficiary for a deceased Participant), Company may terminate
this Trust prior to the time all benefit payments under the Plan have been made.
In such case, all assets in the Trust at termination shall be returned to
Company.
(d) Notwithstanding the preceding provisions of this Section 18, the
Trust shall terminate (to the extent required under the applicable rule against
perpetuities) one day prior to the last day of the period ending 21 years after
the death of the last surviving Participant who was a Participant at the
inception of the Trust under the Plan.
SECTION 19. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to the Participant and his beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process except to the extent
provided in the Plan with respect to domestic relations orders.
-23-
<PAGE> 26
(c) For purposes of facility of payment, in the event that the
Participant or beneficiary to receive a payment or distribution from the Trust
is incompetent or otherwise incapacitated in a manner that the Trustee can
reasonably question that individual's ability to manage his own affairs, the
Trustee may make the payment to (i) such individual's guardian or other legal
representative; (ii) the person responsible for the support and care of such
individual if the Trustee can reasonably determine that such person is
trustworthy; or (iii) any other person a court with proper jurisdiction may
direct. Notwithstanding the preceding provisions of this Section 19(c), if in
the judgment of Trustee, the Participant becomes incapacitated, Trustee shall
have full discretionary authority to utilize the income and principal of the
Trust for the health, education, maintenance, support and other needs of the
Participant, as determined by Trustee in its sole discretion. No judicial
determination shall be required and the Trustee shall incur no liability to any
person whatsoever for making such distributions to or for the benefit of the
Participant.
(d) This Trust Agreement shall be governed by and construed in
accordance with the laws of Texas.
(e) Any provision or requirement for notice to be made under this Trust
Agreement shall mean written notice. Written notice may be delivered in hand
(i.e., personal hand delivery) or by certified mail with a return receipt to the
current address of the person to receive the notice. Telecopy or electronic
facsimile transmissions of notice shall not be binding.
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<PAGE> 27
(f) All persons dealing with the Trustee are released from inquiring
into the decisions or authority of the Trustee and from seeing to the
application of any moneys, securities or other property paid or delivered to the
Trustee.
(g) Words used in the masculine shall include to the feminine where
applicable, and when the context requires, the plural shall be read as the
singular and the singular as the plural.
(h) This Trust Agreement may be executed in an original and any number
of counterparts, each of which shall be deemed to be an original of one and the
same instrument.
(i) Except as otherwise provided in this Trust Agreement, for purposes
of this Trust Agreement, the term Company shall generally include Stewart Title
Guaranty Company and their operating affiliates who have adopted and have an
employee who is a Participant in the Plan.
(j) In the event of any inconsistency or conflict between the terms of
this Trust Agreement and the Plan, the Trustee shall be bound and obligated only
to follow the terms of this Trust Agreement, which shall be controlling.
SECTION 20. EFFECTIVE DATE.
The effective date of this Trust Agreement shall be January 1, 1999, or
if sooner, the date this Trust Agreement has been fully executed and accepted by
the Trustee.
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<PAGE> 28
In witness whereof, this Trust Agreement has been entered into on the
date first set forth hereinabove.
STEWART INFORMATION SERVICES
CORPORATION
By:
---------------------------
Stewart Morris, President
Attest:
Affix Corporate Seal
- --------------------------
Sue M. Pizzitola, Secretary
WELLS FARGO BANK (TEXAS), N.A.
By:
--------------------------------
John J. Kelley
Vice President & Trust Officer
-26-
<PAGE> 29
THE STATE OF TEXAS)
)
COUNTY OF HARRIS)
BEFORE ME, the undersigned authority, on this day personally appeared
Stewart Morris, known to me to be the person whose name is subscribed to the
foregoing instrument as President of Stewart Information Services Corporation, a
Delaware state corporation, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of October
1998.
------------------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF T E X A S
Printed Name:
-----------------
My commission expires:
--------
THE STATE OF TEXAS)
)
COUNTY OF HARRIS)
BEFORE ME, the undersigned authority, on this day personally appeared
John J. Kelley, known to me to be the person whose name is subscribed to the
foregoing instrument as Vice President & Trust Officer of Wells Fargo Bank
(Texas), N.A., a banking institution, and executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the act
and deed of said banking institution.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of October
1998.
------------------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF T E X A S
Printed Name:
-----------------
My commission expires:
--------
-27-
<PAGE> 30
APPENDIX I
"Plan"
The Stewart Information Services Corporation 1999 Salary Deferred
Compensation Plan adopted by Stewart Information Services Corporation on October
___, 1998.
-28-
<PAGE> 31
APPENDIX II
"Investment Objectives and Guidelines"
Until further notice from the Company to the Trustee the following
initial investment objectives and guidelines have been established by the
Company for the Plan and the Trust. The following investments are contemplated
and authorized:
(a) Life insurance policies and contracts on the life or lives
of any of the eligible participants, whether on a group or individual
basis, with a carrier or carriers who are qualified and authorized to
do such business, designated by the Company.
(b) Variable annuities, mutual funds and separate accounts
sponsored or managed by the designated life insurance carrier(s), of
the type approved or designated by the Company.
-29-
<PAGE> 1
Exhibit 5.1
[Letterhead of Fulbright & Jaworski, L.L.P.]
October 21, 1998
Re: Stewart Information Services Corporation
Registration Statement on Form S-8
Stewart Information Services Corporation
Suite 800
1980 Post Oak Boulevard
Houston, Texas 77056
Dear Ladies and Gentlemen:
We have acted as counsel for Stewart Information Services
Corporation, a Delaware corporation (the "Company') , in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
deferred compensation obligations (the "Obligations") to be incurred by the
Company upon the terms and subject to the conditions set forth in the Stewart
Information Services Corporation 1999 Salary Deferred Compensation Plan (the
"Plan"). The Company is filing a Registration Statement on Form S-8 (the
"Registration Statement") relating thereto with the Securities and Exchange
Commission.
In connection therewith, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation of the Company, the Bylaws of the Company, the corporate
proceedings with respect to the offering of shares and such other documents and
instruments as we have deemed necessary or appropriate for the expression of
the opinions contained herein.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies and the correctness of all statements of fact
contained in all records, certificates and other instruments that we have
examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that, upon
completion of the actions being taken, or contemplated by us as your counsel to
be taken by you in administering the Plan, the Obligations will be valid and
binding obligations of the Company, enforceable in accordance with their terms,
except as enforcement thereof may be limited bankruptcy, insolvency,
reorganization, moratorium, liquidation, rearrangement, fraudulent transfer,
fraudulent conveyance and other similar laws (including court decisions) now or
hereafter in effect and affecting the rights and remedies of creditors
generally or providing for the relief of debtors.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report dated February 13, 1998, with respect
to the consolidated financial statements of Stewart Information Services
Corporation as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997, incorporated herein by reference and
to the reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Houston, Texas
October 20, 1998
<PAGE> 2
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/DOSHIER, PICKENS & FRANCIS, P.C.
DOSHIER, PICKENS & FRANCIS, P.C.
October 12, 1998
<PAGE> 3
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ JIM S. WALKER
<PAGE> 4
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ FANCHER & COMPANY
--------------------------
FANCHER & COMPANY, CPAs
Signed October 12, 1998
<PAGE> 5
Exhibit 23.1
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to us under the heading "Interests of Named Experts and Counsel" in
the Registration Statement.
/s/ M. TIMOTHY O'ROARK
- -----------------------------------
M. TIMOTHY O'ROARK
<PAGE> 6
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/GRANT BENNETT ACCOUNTANTS
<PAGE> 7
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ Aaronson, White & Company
AARONSON, WHITE & COMPANY
Houston, TX
<PAGE> 8
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to us under the heading "Interests of Names Experts and Counsel" in
the Registration Statement.
/s/EDGAR, KIKER & CROSS, L.L.P.
EDGAR, KIKER & CROSS, L.L.P.
Certified Public Accountants and Consultants
Beaumont, Texas
October 15, 1998
<PAGE> 9
October 13, 1998
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to us under the heading "Interests of Named Experts and Counsel" in
Registration Statement.
/s/ WILKERSON & ARTHUR
Wilkerson & Arthur, P.C.
<PAGE> 10
The Board of Directors
Stewart Information Services Corporation
I consent to the use of my report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
Lubbock, Texas /s/ JESUS YEPEZ CPA
<PAGE> 11
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference
and to the reference to us under the heading "Interests of Named Experts
and Counsel" in the Registration Statement.
/s/ Gratzer, Clem & Company, P.C.
<PAGE> 12
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ WILLIAMS & PEARCY
Williams & Pearcy, CPAs
<PAGE> 13
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to us under the heading "Interest of Named Experts and Counsel" in
the Registration Statements.
/s/FLUSCHE, VAN BEVEREN, KILGORE, P.C.
Flusche, Van Beveren, Kilgore, P.C.
Corpus Christi, Texas
October 13, 1998
<PAGE> 14
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ Ginny Sanders May
