STEWART INFORMATION SERVICES CORP, 10-K405, 2000-03-24

STEWART INFORMATION SERVICES CORP
10-K405, 2000-03-24
TITLE INSURANCE

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<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
---------------

For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
---------------

For the transition period from __________ to __________

Commission file number 1-12688

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
incorporation or organization) Identification No.)

1980 POST OAK BLVD., HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 625-8100

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $1 PAR VALUE

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

As of March 3, 2000, 13,679,806 shares of Common Stock, $1 par value,
and 1,050,012 shares of Class B Common Stock, $1 par value, were outstanding.
The aggregate market value as of such date of the Common Stock (based upon the
closing sales price of the Common Stock, as reported by the NYSE on March 3,
2000 of Stewart Information Services Corporation) held by non-affiliates of the
Registrant was approximately $184,677,381.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement (the "Proxy Statement"),
relating to the annual meeting of the Registrant's stockholders to be held
May 1, 2000, are incorporated by reference in Parts III and IV of this document.

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<PAGE> 2

FORM 10-K

ANNUAL REPORT

YEAR ENDED DECEMBER 31, 1999

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I
ITEM
NO. PAGE
---- ----
<S> <C> <C>
1. Business ................................................................................. 1
2. Properties ............................................................................... 4
3. Legal Proceedings ........................................................................ 5
4. Submission of Matters to a Vote of Security Holders ...................................... 5

PART II

5. Market for Registrant's Common Equity and Related Stockholder Matters .................... 6
6. Selected Financial Data .................................................................. 7
7. Management's Discussion and Analysis of Financial Condition and Results of Operations .... 7
7A. Quantitative and Qualitative Disclosures About Market Risk ............................... 10
8. Financial Statements and Supplementary Data .............................................. 11
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 11

PART III

10. Directors and Executive Officers of the Registrant ....................................... 12
11. Executive Compensation ................................................................... 12
12. Security Ownership of Certain Beneficial Owners and Management ........................... 12
13. Certain Relationships and Related Transactions ........................................... 12

PART IV

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ......................... 13

Signatures ............................................................................... 14
</TABLE>

<PAGE> 3

P A R T I

ITEM 1. BUSINESS

Stewart's primary business is title insurance. Stewart issues policies through
more than 4,700 issuing locations on homes and other real property located in
all 50 states, the District of Columbia and several foreign countries. Stewart
also sells computer-related services and information, as well as mapping
products and geographic information systems, to domestic and foreign governments
and private entities.

The Company's two segments of business are title and real estate information
("REI"). The segments significantly influence business to each other because of
the nature of their operations and their common customers. The segments provide
services through a network of offices, including both direct operations and
agents, throughout the United States. The operations in the several
international markets in which the Company does business are generally
insignificant to consolidated results.

The financial information related to these segments is discussed in Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations and is incorporated herein by reference.

TITLE

The title segment includes the functions of searching, examining, closing and
insuring the condition of the title to real property.

Examination and closing. The purpose of a title examination is to ascertain the
ownership of the property being transferred, what debts are owed on it and what
the title policy coverage will be. This involves searching for and examining
documents such as deeds, mortgages, wills, divorce decrees, court judgments,
liens, paving assessments and tax records.

At the closing or "settlement", the seller executes a deed to the new owner. The
buyer signs new mortgage documents. Closing funds are then disbursed to the
seller, the prior mortgage company, real estate brokers, the title company and
others. The documents are then recorded in the public records. A title policy is
generally issued to both the lender and new owner.

Title policies. Lenders in the USA generally require title insurance as a
condition to making a loan on real estate, including securitized lending. This
is to assure lenders of the priority of their lien position. The purchasers of
the property want the assurance given in their policy against claims that may
arise against their ownership. The face amount of the policy is normally the
purchase price or the amount of the related loan.

Title insurance is substantially different from other types of insurance. Fire,
auto, health and life insurance protect against losses and events in the future.
In contrast, title insurance seeks to eliminate most risks through the
examination and settlement process.

Investments. The Company has established policies and procedures to manage its
exposure to changes in the fair value of its investments. These policies include
an emphasis on credit quality, management of portfolio duration, maintaining or
increasing investment income through high coupon rates and actively managing
profile and security mix depending on market conditions. The Company has
classified all of its investments as available-for-sale.

Losses. Losses on policies occur because of a title defect not discovered during
the examination and settlement process. Other reasons for losses include
forgeries, misrepresentations, unrecorded construction liens, the failure to pay
off existing liens, mishandling of settlement funds, issuance by agents of
unauthorized coverages and other legal issues.

Some claimants seek damages in excess of policy limits. Such claims are based on
various legal theories usually alleging misrepresentation by an issuing office.
Although the Company vigorously defends against spurious claims, it has from
time to time incurred a loss in excess of policy limits.

Experience shows that most claims against policies and claim payments are made
in the first six years after the policy has been issued, although claims may be
made many years later. By their nature, claims are often complex, vary greatly
in dollar amounts and are affected by economic and market conditions and the
legal environment existing at the time of settlement of the claims.

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<PAGE> 4

Estimating future title loss payments is difficult because of the complex nature
of title claims, the long periods of time over which claims are paid,
significantly varying dollar amounts of individual claims and other factors.

For losses under $750,000 each, the Company estimates the aggregate amount that
will be paid in future years on title policies issued in the current year. The
estimated amount is charged to earnings currently (when the related revenues are
recognized). In making the estimates, the Company uses, among other things,
moving average ratios of recent actual policy loss payment experience, net of
recoveries, to premium revenues.

Policy losses in excess of $750,000 each are individually evaluated. A reserve
for incurred but not reported major losses is also maintained. Escrow and other
losses incurred in office operations are accounted for separately.

Amounts shown as the Company's estimated liability for future loss payments are
continually reviewed for reasonableness and adjusted as appropriate. In
accordance with industry practice, the amounts have not been discounted to their
present values.

Factors affecting revenues. Title revenues are closely related to the level of
activity in the real estate market and the prices at which real estate sales are
made. Real estate sales are directly affected by the availability and cost of
money to finance purchases. Other factors include demand by buyers, consumer
confidence and family incomes. These factors may override the seasonal nature of
the title business. Generally, the third quarter is the most active in terms of
real estate sales and the first quarter is the least active.

Selected information for the national real estate industry follows (1999 amounts
are preliminary):

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Housing starts - millions .................. 1.67 1.62 1.48
Housing resales - millions ................. 5.18 4.96 4.38
Housing resales - median sales price in
$ thousands .............................. 133.0 128.0 121.4
</TABLE>

Customers. The primary sources of title business are attorneys, builders,
developers, lenders and real estate brokers. No one customer was responsible for
as much as ten percent of Stewart's title revenues in any of the last three
years. Titles insured included residential and commercial properties,
undeveloped acreage, farms and ranches.

Service, location, financial strength, size and related factors affect customer
acceptance. Increasing market share is accomplished primarily by providing
superior service. The parties to a closing are concerned with personal schedules
and the interest and other costs associated with the delays in the settlement.
The rates charged to customers are regulated to varying degrees by different
states.

Financial strength and stability of the title underwriter is an important factor
in maintaining and increasing the Company's agency network. Out of the nation's
top five title insurers, Stewart earned the highest ratings awarded by the
industry's leading rating companies. Stewart received an A" from Demotech, Inc.,
an A2 from Moodys and an A+ from Lace Financial and Duff & Phelps.

Market share. Estimating a title insurer's market share is difficult. Based on
unconsolidated statutory net premiums written for 1998 (1999 amounts are not
available), Stewart Title Guaranty Company ("Guaranty") is one of the leading
individual title insurers in America.

Competitors include (names are abbreviated) Chicago Title, Fidelity, First
American, Land America and Old Republic. As do most title insurers, Stewart also
competes with abstractors, attorneys who issue title opinions and attorney-owned
title insurance bar funds. A number of home builders, financial institutions,
real estate brokers and others own or control title insurance agents, some of
which issue policies underwritten by Guaranty. This "controlled" business also
provides competition for Stewart's agents.

Offices. The number of locations issuing Stewart policies was 4,789 at December
31, 1999, compared to 4,249 a year earlier and 3,798 two years earlier. Of these
totals 4,425, 3,933 and 3,517 were independent agents at December 31, 1999,
1998, and 1997, respectively.

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<PAGE> 5

Regulations. Title insurance companies are subject to extensive state
regulations covering rates, agent licensing, policy forms, trade practices,
reserve requirements, investments and the flow of funds between an insurer and
its parent or its subsidiaries and any similar related party transaction.
Kickbacks and similar practices are prohibited by certain state and federal
laws.

REAL ESTATE INFORMATION

The real estate information segment provides services to the real estate and
mortgage industries primarily through the electronic delivery of services needed
for settlement. These services include title reports, flood determinations,
property appraisals, document preparation, credit reports and other real estate
information. In addition, this segment includes services related to tax-deferred
exchanges, surveys, the accounting and operating systems of title agents and
government authorities and the construction of title plants.

Factors affecting revenues. As in the title segment, REI revenues are also
closely related to the level of activity in the real estate market.

Customers. The REI segment includes both mortgage services ancillary to the
settlement process as well as providing technology to facilitate the electronic
preparation and delivery of real estate information. The primary sources of REI
business are lenders. Other customers include title offices, real estate
brokers, attorneys, municipalities and courthouses. No one customer was
responsible for as much as ten percent of Stewart's REI revenues in any of the
last three years.

The most important factor affecting customer acceptance and market share growth
is superior customer service. Similar to the title operations, the real estate
information being provided by the companies in this segment are a part of the
closing process which is driven by personal schedules and the interest and other
costs associated with the delays in the settlement.

GENERAL

Technology. Stewart's automation products and services are increasing
productivity in the title office and speeding the real estate closing process
for lenders, real estate professionals and consumers. In the past, an order
typically required several individuals to search the title, retrieve and review
documents and finally create the actual commitment. Today, one person can
receive the order electronically and, on the same screen, view the prior file,
examine the index of documents, retrieve and review electronically stored
documents, prepare the commitment and deliver the product on a normal
subdivision file.

Trademarks. Stewart has developed numerous automation products and processes
which are crucial to both its title and REI segments. These systems automate
most facets of the real estate transaction. Among these trademarked products and
processes are AIM(R), Landata Title Plant(R), LANDSCAN(R), RESource(R), single
seat technology(TM), StarNet(R) and Virtual Underwriter(R).

Employees. Stewart and its subsidiaries employed approximately 5,751 people at
December 31, 1999.

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<PAGE> 6

ITEM 2. PROPERTIES

The Registrant and its wholly-owned subsidiary, Stewart Title Guaranty
Company and its subsidiaries ("Guaranty"), own or lease the following
properties:

The following table sets forth information about the Registrant's other
principal properties:

<TABLE>
<CAPTION>
Location Type Use Size Acquired In
- -------------------------- ---------------------- ------------------- -------------- -----------
<S> <C> <C> <C> <C>
Houston, Texas Leased office building Executive office of 248,427 sq. ft. (1)
the Registrant and
Guaranty

Los Angeles, California Leased office building Office of Guaranty 37,406 sq. ft. (1)

Houston, Texas Leased office building Office of Guaranty 26,420 sq. ft. (2)

Dallas, Texas Leased office building Office of Guaranty 25,921 sq. ft (3)

Riverside, California Leased office building Office of Guaranty 20,968 sq. ft. (4)

San Antonio, Texas Leased office building Office of Guaranty 20,864 sq. ft. (5)

San Diego, California Leased office building Office of Guaranty 20,020 sq. ft. (6)

Concord, California Leased office building Office of Guaranty 18,916 sq. ft. (1)

Colorado Springs, Colorado Leased office building Office of Guaranty 16,000 sq. ft. (2)

Denver, Colorado Leased office building Office of Guaranty 15,935 sq. ft. (2)

Oklahoma City, Oklahoma Leased office building Office of Guaranty 14,795 sq. ft. (4)

Austin, Texas Leased office building Office of Guaranty 14,278 sq. ft. (2)

Galveston, Texas Owned office building Office of Guaranty 50,000 sq. ft. 1905

San Antonio, Texas Owned office building Office of Guaranty 26,769 sq. ft. 1980 & 1982

Phoenix, Arizona Owned office building Office of Guaranty 24,459 sq. ft. 1981

Tucson, Arizona Owned office building Office of Guaranty 24,000 sq. ft. 1974

Phoenix, Arizona Owned office building Office of Guaranty 17,500 sq. ft. 1985
</TABLE>

- --------------------
(1) These leases terminate in 2004.
(2) These leases terminate in 2001.
(3) This lease terminates in 2009.
(4) These leases terminate in 2003.
(5) This lease terminates in 2005.
(6) This lease terminates in 2000.

The Registrant leases offices at approximately 395 locations. The
average term for all such leases is approximately four years. The leases expire
from 2000 to 2009. The Registrant believes it will not have any difficulty
obtaining renewals of leases as they expire or, alternatively, leasing
comparable property. The aggregate annual rental expense under all leases was
approximately $28,194,000.

All buildings and equipment owned or leased by the Registrant are
considered by the Registrant to be well maintained, adequately insured and
generally sufficient for the Registrant's purposes. Substantially all of the
Registrant's owned real property above is subject to mortgages.

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<PAGE> 7

ITEM 3. LEGAL PROCEEDINGS

The Registrant is a party to routine lawsuits incidental to its
business, most of which involve disputed policy claims. In many of these suits,
the plaintiff seeks exemplary or treble damages in excess of policy limits based
on the alleged malfeasance of an issuing agent of the Registrant. The Registrant
does not expect that any of these proceedings will have a material adverse
effect on its financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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<PAGE> 8

P A R T II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is listed on the New York Stock Exchange
(NYSE) under the symbol "STC". The following table sets forth the high and low
sales prices of the Common Stock for each fiscal period indicated, as reported
by NYSE, and the amount of cash dividends paid per share. Amounts are restated
for a two-for-one stock split in May 1999.

<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---- --- ---------
<S> <C> <C> <C>
1999:
First quarter ........................... 31.38 15.25 .04
Second quarter .......................... 21.94 15.50 .04
Third quarter ........................... 23.00 15.50 .04
Fourth quarter .......................... 18.25 10.25 .04

1998:
First quarter ........................... 16.13 14.25 .035
Second quarter .......................... 26.94 15.16 .035
Third quarter .......................... 33.88 21.50 .035
Fourth quarter .......................... 29.38 22.50 .035
</TABLE>

The Company has paid regular quarterly cash dividends on its Common
Stock since 1972. The Company's Certificate of Incorporation provides that no
cash dividends may be paid on the Class B Common Stock.

The Board of Directors has approved a plan to repurchase up to 5
percent (680,000 shares) of the Company's currently issued and outstanding
Common Stock. The Board also determined that the Company's regular quarterly
dividend should be discontinued in favor of returning those and additional funds
to stockholders through the stock purchase plan.

The number of shareholders of record as of December 31, 1999 was 2,513.
As of March 3, 2000, the price of one share of the Company's Common Stock was
$13.50.

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<PAGE> 9

ITEM 6. SELECTED FINANCIAL DATA
(Ten year summary)

<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
In millions of dollars
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues ........................ 1,071.3 968.8 708.9 656.0 534.6 611.1 683.6 540.7 385.5 374.0

Title segment:
Operating revenues ............... 991.6 899.7 657.3 609.4 496.0 599.5 672.9 530.3 372.3 363.0
Investment income ................ 20.3 18.5 15.9 14.5 13.6 12.4 10.3 10.3 11.1 11.0
Investment gains (losses) ........ 0.3 0.2 0.4 0.1 1.0 (0.8) 0.4 0.1 2.1 --
Total revenues ................... 1,012.2 918.4 673.6 624.0 510.6 611.1 683.6 540.7 385.5 374.0
Pretax earnings .................. 43.6 73.2 29.2 22.5 10.8 13.8 37.6 21.2 1.1 0.9

REI segment: (1)
Revenues ......................... 59.0 50.4 35.3 32.0 24.0
Pretax earnings .................. 3.0 3.1 (5.5) 0.4 (0.1)

Title Loss provisions ................. 44.2 39.2 29.8 33.8 29.6 40.2 58.6 54.1 40.7 38.2
% to title operating revenues .... 4.5 4.4 4.5 5.6 6.0 6.7 8.7 10.2 10.9 10.5

Net earnings (2) ...................... 28.4 47.0 15.3 14.4 7.0 9.7 23.7 14.6 1.7 0.2

Cash flow from operations ............. 57.9 86.5 36.0 38.3 20.6 27.7 54.3 36.3 18.6 11.0

Total assets .......................... 535.7 498.5 417.7 383.4 351.4 325.2 313.9 251.9 219.1 201.3
Long-term debt ........................ 6.0 8.9 11.4 7.9 7.3 2.5 3.0 4.2 6.8 6.6
Stockholders' equity (3) .............. 284.9 260.4 209.5 191.0 174.9 156.4 156.2 128.6 114.8 113.9

Per share data (4)
Average shares-diluted
(in millions) ......................... 14.6 14.2 13.8 13.5 12.7 12.5 12.4 12.2 12.2 12.2
Net earnings-basic (2) ................ 1.96 3.37 1.12 1.08 0.56 0.78 1.93 1.20 0.14 0.01
Net earnings-diluted (2) .............. 1.95 3.32 1.11 1.07 0.55 0.77 1.90 1.20 0.14 0.01
Cash dividends ........................ 0.16 0.14 0.13 0.12 0.11 0.10 0.09 0.08 0.07 0.12
Stockholders' equity (3) .............. 19.39 18.43 15.17 14.17 13.68 12.59 12.69 10.55 9.42 9.35
Market price
High ............................. 31.38 33.88 14.63 11.32 11.25 10.71 10.17 7.25 4.84 6.17
Low .............................. 10.25 14.25 9.38 9.82 7.57 7.19 6.25 4.34 2.59 2.25
Year end ......................... 13.31 29.00 14.50 10.38 10.75 7.69 10.00 6.84 4.59 2.63
</TABLE>

(1) Prior to 1995, segment operations for real estate information services were
not reported separately from title operations and were less significant.

(2) Includes the following items, after providing for income taxes:
1997 - a writedown of goodwill of $1.2 million, or $.09 per share.
1992 - a reserve established for title losses over ten years old of
$2.2 million, or $.18 per share.
1991 - a fresh start tax credit of $1.3 million, or $.11 per share.

(3) Includes unrealized gains and losses upon adoption of FAS 115 in 1993.

(4) Restated for two-for-one stock split in May 1999 and a three-for-two stock
split in April 1994, effected as stock dividends.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

A comparison of the results of operations of the Company for 1999 with 1998 and
1998 with 1997 follows.

GENERAL. The Company's two segments of operations are title and real estate
information. In general, the principal factors that contribute to increases in
the Company's operating revenues include declining mortgage interest rates
(which usually increase home sales and refinancing transactions), rising home
prices, higher premium rates, increased market share, additional revenues from
new offices and increased revenues from commercial transactions. Although
relatively few in number, large commercial transactions typically yield higher
premiums.

Mortgage interest rates, in the early months of 1997, rose but then
began a fairly steady decline in May 1997 and fell each month that followed. In
1998 rates rose slightly above 7% during the first half of the year, but stayed
just below 7% for the rest of the year. In 1999 rates rose gradually to just
over 8% by the end of the year.

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<PAGE> 10

Operating in these mortgage interest rate environments and a strong
general economy, real estate activity began to increase in late 1997. Existing
home sales moved to record levels in the last quarter of 1997. Strong activity
in home sales continued throughout 1998. Refinancing transactions rose in the
last month of 1997 and in the first quarter of 1998 to record levels, decreased
in the second and third quarters and then increased significantly to still
another record level in the fourth quarter of 1998. In 1999 existing home sales
remained strong, while refinancing transactions dropped significantly during the
second half of the year.

TITLE REVENUES. The Company's revenues from premiums, fees and other revenues
increased 10.2% in 1999 over 1998 and 36.9% in 1998 over 1997. The number of
title orders opened and closed by the Company and the average revenue per order
closed follow (agent operations and certain other income have been excluded).

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Number of orders opened (000s) ....... 430 510 331
Number of orders closed (000s) ....... 331 368 247
Average revenue per order closed ..... $1,082 $ 960 $ 979
</TABLE>

Total closings decreased 10.1% in 1999 and increased 49.0% in 1998. The average
revenue per closing increased 12.7% in 1999 and decreased 1.9% in 1998. The
average rate was increased by higher home prices, offset in 1998 by a large
number of refinancings with their lower premiums. A 3% reduction in Texas title
premium rates became effective August 1, 1998. However, the Company is
experiencing new home equity business in Texas that did not exist before 1998.
There were no other major revenue rate changes in 1999 or 1998.

TITLE REVENUES BY STATE. The approximate amounts and percentages of consolidated
title revenues for the last three years were:

<TABLE>
<CAPTION>
Amounts ($ millions) Percentages
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Texas .......................... 167 162 116 17 18 18
California ..................... 158 156 123 16 17 19
New York ....................... 73 67 51 7 7 8
Florida ........................ 72 67 47 7 8 7
All Others ..................... 522 448 320 53 50 48
--- --- --- -- -- --
992 900 657 100 100 100
=== === === === === ===
</TABLE>

REI REVENUES. Real estate information revenues were $59.0 million in 1999, $50.4
million in 1998 and $35.3 million in 1997. The increases in 1999 and 1998 were
primarily due to a significant number of new businesses started and additional
income earned from existing operations. These increases were partially offset by
a decrease in business volume due to increases in mortgage interest rates. Real
estate information profits were reduced by a $1.3 million pretax charge
resulting from the settlement of a lawsuit during 1999.

INVESTMENTS. Investment income increased 9.6% in 1999 and 16.2% in 1998
primarily because of increases in average balances invested. Investment gains in
1999, 1998 and 1997 were realized as part of the ongoing management of the
investment portfolio for the purpose of improving performance.

AGENT RETENTION. Premiums earned from agents were $629.5 million in 1999, $545.1
million in 1998 and $413.0 million in 1997. The amounts retained by agents, as a
percentage of premiums, were 80.1%, 80.4% and 81.0% in the years 1999, 1998 and
1997, respectively.

Amounts retained by title agents are based on contracts between agents
and the title underwriters of the Company. The percentage that amounts retained
by agents bears to agent revenues may vary from year to year because of the
geographical mix of agent operations and the volume of title revenues.

EMPLOYEE COSTS. Employee costs for the combined business segments increased
12.8% in 1999 and 33.2% in 1998. Employee costs for the title segment as a
percentage of title operating revenues were 25.1%, 24.6% and 25.3% in 1999, 1998
and 1997, respectively. Employee costs for the REI segment as a percentage of
REI revenues were 57.9%, 58.7% and 63.2% in 1999, 1998 and 1997, respectively.

-8-
<PAGE> 11

The number of persons employed by the Company at December 31, 1999,
1998 and 1997 was 5,751, 5,638 and 4,569, respectively. The increase in staff in
1999 and 1998 was primarily the result of acquisitions, increased REI volume and
the expansion of the Company's automation and national marketing operations.
Through automating operating processes, the Company expects to add customer
revenues and reduce operating expenses and title losses in the future. The
Company has taken steps and will continue to align staff levels in response to
lower order counts.

OTHER OPERATING EXPENSES. Other operating expenses for the combined business
segments increased 18.3% in 1999 and 24.8% in 1998. Other operating expenses for
the title segment as a percentage of title operating revenues were 15.4%, 14.4%
and 15.4% in 1999, 1998 and 1997, respectively. Other operating expenses for the
REI segment as a percentage of REI revenues were 28.4%, 26.3% and 37.6% in 1999,
1998 and 1997, respectively.

The overall increase in other operating expenses for the combined
business segments in 1999 was caused primarily by a higher volume of services
and products purchased for resale, rent, the expense of new offices, business
promotion and other REI expenses. Expenses that increased in 1998, primarily due
to changes in transaction volume, were premium taxes, cost of resale services
and products, business promotion, rent and supplies. Other operating expenses
also include delivery costs, policy forms, title plant expenses, telephone and
travel. Most of these expenses follow, to varying degrees, the changes in
transaction volume and revenues.

The Company's labor and certain other operating costs are sensitive to
inflation. To the extent inflation causes increases in the prices of homes and
other real estate, premium revenues are also increased. Premiums are determined
in part by the insured values of the transactions handled by the Company.

TITLE LOSSES. Provisions for title losses, as a percentage of title premiums,
fees and other revenues, were 4.5%, 4.4% and 4.5% in 1999, 1998 and 1997,
respectively. The continued improvement in industry trends in claims and the
Company's improved experience in claims have led to lower loss ratios in recent
years. An increase in refinancing transactions, which results in lower loss
exposure, also reduced loss ratios. Such transactions were at record levels in
1998.

NONRECURRING CHARGE. A subsidiary in the REI segment was sold in early 1998. A
pretax writeoff of $1.9 million of goodwill in the subsidiary was recorded in
the fourth quarter of 1997. The subsidiary incurred after-tax operating losses
of $1.0 million in 1997.

INCOME TAXES. The provision for federal and state income taxes represented
effective tax rates of 39.0%, 38.4% and 35.4% in 1999, 1998 and 1997,
respectively. The 1999 and 1998 effective tax rates were higher primarily
because nontaxable income from municipal bonds was significantly less in
relation to pretax profits.

THE YEAR 2000 ISSUE. Information technology is a crucial part of the Company's
business. Accordingly, the Company has completed a comprehensive Year 2000
("Y2K") readiness program that addressed challenges associated with the Y2K
issue. As a result of this program, the Company encountered no major automation
or business disruption due to Y2K issues. The Company continues to operate
normally across all business units and geographies and will continue to monitor
operations throughout 2000. The total costs incurred for the Y2K readiness
program were $3.6 million.

LIQUIDITY AND CAPITAL RESOURCES. Cash provided by operations was $57.9 million,
$86.5 million and $36.0 million in 1999, 1998 and 1997, respectively. Internally
generated cash flow has been the primary source of funds for additions to
property and equipment, expanding operations, dividends to stockholders and
other requirements. This source may be supplemented by bank borrowings.

A substantial majority of consolidated cash and investments is held by
Stewart Title Guaranty Company (Guaranty) and its subsidiaries. Cash transfers
between Guaranty and its subsidiaries and the Company are subject to certain
legal restrictions. See Notes 4 and 5 to the consolidated financial statements.

-9-
<PAGE> 12

The liquidity of the Company itself, excluding Guaranty and its
subsidiaries, is comprised of cash and investments aggregating $6.8 million and
short-term liabilities of $1.6 million at December 31, 1999. The Company knows
of no commitments or uncertainties which are likely to materially affect the
ability of the Company and its subsidiaries to fund cash needs.

The Company's capital resources, represented primarily by long-term
debt of $6.0 million and stockholders' equity of $284.9 million at December 31,
1999, are considered adequate.

During 1999 the Company financed a portion of various acquisitions
through the issuance of Common Stock totaling $7.4 million. Acquisitions during
1999 have resulted in an increase in goodwill of $9.7 million.

FORWARD LOOKING STATEMENTS. All statements included in this report which address
activities, events or developments that the Company expects or anticipates will
or may occur in the future are forward-looking statements. Such forward-looking
statements are subject to risks and uncertainties including, among other things,
changes in mortgage interest rates, employment levels, actions of competitors,
changes in real estate markets, general economic conditions and legislation,
primarily legislation related to insurance, and other risks and uncertainties
discussed in the Company's filings with the Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The discussion below about the Company's risk management strategies
includes forward-looking statements that are subject to risk and uncertainties.
Management's projections of hypothetical net losses in fair value of the
Company's market rate sensitive instruments should certain potential changes in
market rates occur is presented below. While the Company believes that the
potential market rate changes are reasonably possible, actual results may
differ.

The Company's only material market risk in investments in financial
instruments is in its debt securities portfolio. The Company invests primarily
in marketable municipal, US government, corporate and mortgage-backed debt
securities. The Company does not invest in financial instruments of a hedging or
derivative nature.

The Company has established policies and procedures to manage its
exposure to changes in the fair value of its investments. These policies include
an emphasis upon credit quality, management of portfolio duration, maintaining
or increasing investment income through high coupon rates and actively managing
profile and security mix depending upon market conditions. The Company has
classified all of its investments as available-for-sale.

The fair value of the Company's investments in debt securities at
December 31, 1999 was $237.4 million. Debt securities at December 31, 1999
mature, according to their contractual terms, as follows (actual maturities may
differ because of call or prepayment rights):

<TABLE>
<CAPTION>
Amortized Fair
costs values
--------- ------
($000 Omitted)
<S> <C> <C>
In one year or less .................... 1,650 1,697
After one year through five years ...... 67,499 67,483
After five years through ten years ..... 119,392 117,220
After ten years ........................ 45,918 42,530
Mortgage-backed securities ............. 8,806 8,509
------- -------
243,265 237,439
======= =======
</TABLE>

The Company believes its investment portfolio is diversified and
expects no material loss to result from the failure to perform by issuers of the
debt securities it holds. Investments made by the Company are not
collateralized. The mortgage-backed securities are insured by agencies of the US
Government.

Based on the Company's debt securities portfolio and interest rates at
December 31, 1999, a 100 basis point increase in interest rates would result in
a decrease of approximately $12.4 million or 5.1% in the fair value of the
portfolio. Changes in interest rates may affect the fair value of the debt
securities portfolio and may result in unrealized gains or losses. Gains or
losses would only be realized upon the sale of the investments.

-10-
<PAGE> 13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required to be provided in this item is included in the
Consolidated Financial Statements of the Company, including the Notes thereto,
attached hereto as pages F-2 to F-17, and such information is incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

-11-
<PAGE> 14

P A R T III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding the directors of the Company will be included
in the proxy statement for the 2000 Annual Meeting of Stockholders (the "Proxy
Statement") to be filed within 120 days after December 31, 1999, and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation will be included in the
Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information, if any, regarding beneficial ownership of the Common Stock
will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding Certain Relationships and Related Transactions
will be included in the Proxy Statement and is incorporated herein by reference.

-12-
<PAGE> 15

P A R T IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedules

The financial statements and financial statement schedules filed as part of
this report are listed in the "Index to Consolidated Financial Statements"
on Page F-1 hereof.

All other schedules are omitted, as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended December
31, 1999.

3.1 - Certificate of Incorporation of the Registrant, as amended
April 30, 1999

3.2 - By-Laws of the Registrant, as amended September 1, 1998
(incorporated by reference herein from Exhibit 3.2 of Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998)

4 - Rights of Common and Class B Common Stockholders (incorporated
by reference to Exhibits 3.1 and 3.2 hereto)

*10.1 - Summary of agreements as to payment of bonuses to certain
executive officers

*10.2 - Deferred Compensation Agreements dated March 10, 1986,
amended July 24, 1990 and October 30, 1992, between the
Registrant and certain executive officers (incorporated by
reference herein from Exhibit 10.2 of Annual Report on Form 10-K
for the fiscal year ended December 31, 1997)

*10.3 - Stewart Information Services Corporation 1999 Stock Option Plan

21. - Subsidiaries of the Registrant

23. - Consent of Independent Certified Public Accountant, including
consent to incorporation by reference of their reports into
previously filed Securities Act registration statements

27. - Financial Data Schedule

* Indicates a management contract or compensation plan.

-13-
<PAGE> 16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

STEWART INFORMATION SERVICES CORPORATION
(Registrant)

By: /s/ Malcolm S. Morris
-------------------------------------
Malcolm S. Morris, Co-Chief Executive
Officer and Chairman of the
Board of Directors

By: /s/ Stewart Morris, Jr.
-------------------------------------
Stewart Morris, Jr., Co-Chief
Executive Officer, President
and Director

By: /s/ Max Crisp
-------------------------------------
Max Crisp, Vice President-Finance,
Secretary, Treasurer, Director and
Principal Financial and Accounting Officer

Dated: March 16, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:

/s/ Max Crisp Director March 16, 2000
- ------------------------ --------------
(Max Crisp)

/s/ E. Douglas Hodo Director March 16, 2000
- ------------------------ --------------
(E. Douglas Hodo)

/s/ C. M. Hudspeth Director March 16, 2000
- ------------------------ --------------
(C. M. Hudspeth)

/s/ Malcolm S. Morris Director March 16, 2000
- ------------------------ --------------
(Malcolm S. Morris)

/s/ Stewart Morris, Jr. Director March 16, 2000
- ------------------------ --------------
(Stewart Morris, Jr.)

-14-
<PAGE> 17

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Stewart Information Services Corporation and Subsidiaries
Consolidated Financial Statements:

<TABLE>
<S> <C>
Independent Auditors' Report F-2
Consolidated Statements of Earnings, Retained Earnings and Comprehensive
Earnings for the years ended December 31, 1999, 1998 and 1997 F-3
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 F-5
Notes to Consolidated Financial Statements F-6

Financial Statement Schedules:

Schedule I - Financial Information of the Registrant (Parent Company) S-1
Schedule II - Valuation and Qualifying Accounts S-5
</TABLE>

F-1
<PAGE> 18

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Stewart Information Services Corporation

We have audited the accompanying consolidated balance sheets of Stewart
Information Services Corporation and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of earnings, retained earnings and
comprehensive earnings and cash flows for each of the years in the three-year
period ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Stewart Information
Services Corporation and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles.

KPMG LLP

Houston, Texas
February 14, 2000
except for Note 20, which is as of March 13, 2000

F-2
<PAGE> 19

CONSOLIDATED STATEMENTS OF EARNINGS, RETAINED EARNINGS
AND COMPREHENSIVE EARNINGS

<TABLE>
<CAPTION>
Years ended December 31 1999 1998 1997
---------- ---------- ----------
($000 Omitted)
<S> <C> <C> <C>
REVENUES
Title premiums, fees and other revenues ........... 991,649 899,673 657,298
Real estate information services .................. 59,039 50,372 35,320

Investment income ................................. 20,300 18,515 15,929
Investment gains - net ............................ 266 201 363
---------- ---------- ----------
1,071,254 968,761 708,910

EXPENSES
Amounts retained by agents ........................ 504,201 438,338 334,653
Employee costs .................................... 283,073 250,966 188,385
Other operating expenses .......................... 168,975 142,826 114,422
Title losses and related claims ................... 44,187 39,226 29,794
Depreciation and amortization ..................... 18,068 14,584 12,115
Interest .......................................... 1,298 1,424 1,343
Minority interests ................................ 4,887 5,070 2,614
Nonrecurring charge ............................... -- -- 1,905
---------- ---------- ----------
1,024,689 892,434 685,231

Earnings before taxes ................................ 46,565 76,327 23,679
Income taxes ......................................... 18,143 29,289 8,391
---------- ---------- ----------

NET EARNINGS ......................................... 28,422 47,038 15,288

Retained earnings at beginning of year ............... 190,363 145,140 131,496
Cash dividends on Common Stock ($.16, $.14
and $.13 per share) ............................... (2,158) (1,815) (1,644)
Stock dividend ....................................... (7,173) -- --
---------- ---------- ----------

Retained earnings at end of year ..................... 209,454 190,363 145,140
========== ========== ==========

Average number of shares outstanding -
assuming dilution (000 omitted) ................... 14,606 14,154 13,794

Earnings per share - basic ........................... 1.96 3.37 1.12

EARNINGS PER SHARE - DILUTED ......................... 1.95 3.32 1.11
========== ========== ==========

Comprehensive earnings:
Net earnings ......................................... 28,422 47,038 15,288
Changes in unrealized investment (losses) gains,
net of taxes of ($5,269), $858 and $1,409 ......... (9,785) 1,593 2,616
---------- ---------- ----------

COMPREHENSIVE EARNINGS ............................... 18,637 48,631 17,904
========== ========== ==========
</TABLE>

See notes to consolidated financial statements

F-3

<PAGE> 20

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31 1999 1998
-------- --------
($000 Omitted)
<S> <C> <C>
ASSETS
Cash and cash equivalents ........................................ 36,803 44,883
Short-term investments ........................................... 67,455 59,446

Investments in debt and equity securities, at market:
Statutory reserve funds ...................................... 185,087 164,554
Other ........................................................ 57,669 62,758
-------- --------
242,756 227,312
Receivables:
Notes ........................................................ 8,429 8,137
Premiums from agents ......................................... 17,478 16,051
Other ........................................................ 27,052 27,347
Less allowance for uncollectible amounts ..................... (4,379) (4,803)
-------- --------
48,580 46,732

Property and equipment, at cost:
Land ......................................................... 2,062 2,335
Buildings .................................................... 6,531 6,476
Furniture and equipment ...................................... 118,978 97,111
Less accumulated depreciation and amortization ............... (81,671) (69,530)
-------- --------
45,900 36,392

Title plants, at cost ............................................ 26,258 23,608
Real estate, at lower of cost or net realizable value ............ 2,073 2,202
Investments in investees, on an equity basis ..................... 3,761 7,368
Goodwill, less accumulated amortization of $8,661 and $6,995 ..... 31,641 23,615
Deferred income taxes ............................................ 12,378 10,633
Other assets ..................................................... 18,136 16,290
-------- --------
535,741 498,481
======== ========
LIABILITIES
Notes payable, including $5,971 and $ 8,894 long-term
portion ..................................................... 19,054 16,194
Accounts payable and accrued liabilities ......................... 40,851 42,615
Estimated title losses ........................................... 183,787 171,763
Income taxes ..................................................... 452 1,963
Minority interests ............................................... 6,673 5,503

Contingent liabilities and commitments

STOCKHOLDERS' EQUITY
Common - $1 par, authorized 30,000,000, issued and
outstanding 13,645,527 and 13,079,930 ........................ 13,646 6,540
Class B Common - $1 par, authorized 1,500,000, issued and
outstanding 1,050,012 ......................................... 1,050 525
Additional paid-in capital ....................................... 64,430 56,886
Retained earnings ................................................ 209,454 190,363
Accumulated other comprehensive earnings ......................... (3,656) 6,129
-------- --------
Total stockholders' equity ($19.39 and $18.43 per share) ..... 284,924 260,443
-------- --------
535,741 498,481
======== ========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 21

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years ended December 31 1999 1998 1997
-------- -------- --------
($000 Omitted)
<S> <C> <C> <C>
Cash provided by operating activities (Note) ................... 57,875 86,467 35,959

Investing activities:
Purchases of property and equipment and title
plants-net ............................................... (25,307) (20,473) (13,209)
Proceeds from investments matured and sold .................. 46,536 65,770 40,133
Purchases of investments .................................... (82,338) (104,017) (48,554)
Increases in notes receivable ............................... (6,118) (2,316) (2,644)
Collections on notes receivable ............................. 5,826 2,141 1,006
Proceeds from sale of equity investment-net ................. 6,009 -- --
Cash paid for the acquisition of subsidiaries-net ........... (7,026) (5,886) (3,592)
-------- -------- --------

Cash used by investing activities .............................. (62,418) (64,781) (26,860)

Financing activities:
Dividends paid .............................................. (2,158) (1,815) (1,644)
Distribution to minority interests .......................... (4,071) (4,031) (2,131)
Proceeds from issuance of stock ............................. 65 1,543 135
Proceeds of notes payable ................................... 10,056 9,150 10,688
Payments on notes payable ................................... (7,429) (12,041) (4,240)
-------- -------- --------

Cash (used) provided by financing activities ................... (3,537) (7,194) 2,808
-------- -------- --------

(Decrease) increase in cash and cash equivalents ............... (8,080) 14,492 11,907
======== ======== ========

Note: Reconciliation of net earnings to the above amounts
Net earnings ................................................ 28,422 47,038 15,288
Add (deduct):
Depreciation and amortization ............................ 18,068 14,584 12,115
Provisions for title losses in excess of payments ........ 11,474 14,185 6,460
Provision for uncollectible amounts-net .................. (424) (749) (1,118)
(Increase) decrease in accounts receivable-net ........... (867) (12,473) 2,660
(Decrease) increase in accounts payable and
accrued liabilities-net ............................... (1,527) 16,577 1,419
Provision (benefit) for deferred income taxes ............ 3,524 4,142 (1,886)
(Decrease) increase in income taxes payable .............. (1,512) 599 945
Minority interest expense ................................ 4,887 5,070 2,614
Equity in net earnings of investees ...................... (1,072) (1,477) (1,964)
Realized investment gains-net ............................ (266) (201) (363)
Stock bonuses ............................................ 613 577 409
Increase in other assets ................................. (2,070) (1,952) (2,963)
Nonrecurring charge ...................................... -- -- 1,905
Other-net ................................................ (1,375) 547 438
-------- -------- --------
Cash provided by operating activities .......................... 57,875 86,467 35,959
======== ======== ========

Supplemental information:
Income taxes paid ........................................... 16,018 26,511 7,636
Interest paid ............................................... 1,187 1,478 1,222
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Three years ended December 31, 1999)

NOTE 1

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The accompanying financial
statements were prepared by management which is responsible for their integrity
and objectivity. The statements have been prepared in conformity with generally
accepted accounting principles, including management's best judgments and
estimates, with due consideration given to materiality. Actual results could
differ from estimates.

B. RECLASSIFICATION. Certain prior year amounts in the consolidated financial
statements have been reclassified for comparative purposes. Net earnings, as
previously reported, were not affected.

C. CONSOLIDATION. The consolidated financial statements include all subsidiaries
in which the Company owns more than 50% voting rights in electing directors.
Unconsolidated investees, owned 20% through 50%, and over which the Company
exercises significant influence, are accounted for by the equity method. All
significant intercompany accounts and transactions are eliminated, and provision
is made for minority interests.

D. STATUTORY ACCOUNTING. The accounts of Stewart Title Guaranty Company
(Guaranty) and other title insurance underwriters owned by the Company are
maintained on a statutory basis, in accordance with practices required or
permitted by regulatory authorities. The statutory accounts are restated in
consolidation to conform to generally accepted accounting principles.

In restating to generally accepted accounting principles, the amounts for
statutory premium reserve and reserve for reported title losses are eliminated
and, in substitution, amounts are established for estimated title losses (see
below). The net effect, after providing for deferred income taxes, is included
in consolidated retained earnings. In calculating the amount owed on federal
income tax returns, the statutory premium reserve and reserve for reported title
losses must be discounted to their present values.

E. REVENUE RECOGNITION. Revenues from services rendered in closing and insuring
titles are considered earned at the time of the closing of the related real
estate transactions. Revenues from services rendered in providing real estate
information are considered earned at the time the service is performed or the
work product is delivered to the customer.

F. TITLE LOSSES AND RELATED CLAIMS. Estimating future title loss payments is
difficult because of the complex nature of title claims, the long periods of
time over which claims are paid, significantly varying dollar amounts of
individual claims and other factors.

G. INCOME TAXES. Deferred tax assets and liabilities are recognized for future
tax consequences attributable to differences between the tax bases and the book
carrying values for certain assets and liabilities. Valuation allowances are
provided as may be appropriate. Enacted tax rates are used in calculating
amounts.

H. CASH EQUIVALENTS. Cash equivalents are highly liquid investments that are
convertible to cash or mature on a daily basis as part of the Company's
management of day-to-day operating cash.

I. INVESTMENTS. The Company has classified all of its investments as
available-for-sale. Realized gains and losses on sales of investments are
determined primarily using the specific identification method. Net unrealized
gains and losses on securities, net of applicable deferred taxes, are included
in stockholders' equity. Any other than temporary declines in fair values of
securities are charged to earnings.

F-6
<PAGE> 23

J. PROPERTY AND EQUIPMENT. Depreciation is computed principally using the
straight-line method at the following rates: buildings - 30 to 40 years and
furniture and equipment - 3 to 10 years. Maintenance and repairs are expensed as
incurred while improvements are capitalized. Gains and losses are recognized at
disposal.

K. TITLE PLANTS. Title plants include compilations of a county's official land
records, prior examination files, copies of prior title policies, maps and
related materials which are geographically indexed to a specific property. The
costs of acquiring existing title plants and creating new ones, prior to the
time such plants are placed in operation, are capitalized. Such costs are not
amortized because there is no indication of any loss of value. The costs of
maintaining and operating title plants are expensed as incurred. Gains and
losses on sales of copies of title plants or interests in title plants are
recognized at the time of sale.

L. GOODWILL. Goodwill is the excess of the purchase price over the fair value of
net assets of subsidiaries acquired and is amortized using the straight-line
method by charges to earnings over 10 to 40 years.

M. LONG-LIVED ASSETS. The Company continuously reviews the carrying values of
its title plants, goodwill and other long-lived assets for possible impairment.
In reviewing for impairment of goodwill, the Company considers adverse market or
other conditions. The Company determines the fair value of goodwill by
calculating the discounted value of projected cash flow from operations and
premium income. Where appropriate, the book amounts are reduced to fair market
values.

N. FAIR VALUES. The fair values of financial instruments, including cash, cash
equivalents, notes receivable, notes payable, accounts payable and commitments,
are determined by reference to various market data and other valuation
techniques, as appropriate. The fair values of these financial instruments
approximate their carrying values. Investments in debt and equity securities are
carried at their fair values.

O. ESCROW FUNDS. Funds are routinely held in segregated escrow bank accounts
pending the closing of real estate transactions. This results in a contingent
liability to the Company. These accounts are not included in the consolidated
balance sheets.

P. COMPREHENSIVE INCOME. As of January 1, 1998, the Company adopted FAS 130
"Reporting Comprehensive Income". The Company's comprehensive income includes
net earnings and all non-owner related changes to stockholders' equity, which is
primarily unrealized gains and losses on investments.

Q. DERIVATIVES AND HEDGING. The Company does not invest in hedging or derivative
instruments nor does it intend to do so in the future. Accordingly, FAS 133
"Accounting for Derivative Instruments and Hedging Activities", which became
becomes effective January 1, 2001, will have no impact on the consolidated
financial statements.

NOTE 2

NONRECURRING CHARGE. During the fourth quarter of 1997, the Company recorded a
pretax charge of $1,905,000 representing the writeoff of goodwill in a
subsidiary located in England that was later sold in early 1998. This subsidiary
was included in the REI segment of the Company's operations until its sale.

NOTE 3

INCOME TAXES. The following reconciles federal income taxes computed at the
statutory rate with income taxes as reported.

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
($000 Omitted)
<S> <C> <C> <C>
Expected income taxes at 35% ............. 16,298 26,714 8,288
State income taxes ....................... 1,900 2,932 537
Tax effect of permanent differences:
Tax-exempt interest .................. (1,951) (1,779) (1,640)
Nondeductible items .................. 616 661 558
Equity income ........................ (375) (517) (687)
Minority interests ................... 1,710 1,775 915
Other - net .......................... (55) (497) 420
------- ------- -------
Income taxes ............................. 18,143 29,289 8,391
======= ======= =======
Effective income tax rate (%) ............ 39.0 38.4 35.4
======= ======= =======
</TABLE>

F-7
<PAGE> 24

Deferred tax assets and liabilities at December 31, 1999 and 1998 were
as follows:

<TABLE>
<CAPTION>
1999 1998
------- -------
($000 Omitted)
<S> <C> <C>
Deferred tax assets:
Book over tax title loss provisions ...... 5,942 10,389
Unrealized losses on investments ......... 1,968 --
Accruals not currently deductible ........ 964 1,035
Net operating losses ..................... 892 972
Allowance for uncollectible amounts ...... 655 777
Book over tax depreciation ............... 1,499 898
Investments in partnerships .............. 68 --
Other .................................... 2,064 2,103
------- -------
14,052 16,174
Less valuation allowance ................. (1,008) (1,008)
------- -------
13,044 15,166
Deferred tax liabilities:
Unrealized gains on investments .......... -- (3,301)
Investments in partnerships .............. -- (835)
Other .................................... (666) (397)
------- -------
(666) (4,533)
------- -------
Net deferred tax assets ..................... 12,378 10,633
======= =======
</TABLE>

The Company's valuation allowance relates to portions of certain
subsidiary operating loss carryforwards and other deferred tax assets.
Management believes future earnings will be sufficient to permit the Company to
realize net deferred tax assets.

There were deferred tax expenses of $3,524,000 in 1999 and $4,142,000
in 1998. There was a deferred tax benefit of $1,886,000 in 1997.

NOTE 4

RESTRICTIONS ON CASH AND INVESTMENTS. The statutory reserve funds included in
the accompanying financial statements are maintained to comply with legal
requirements for statutory premium reserves and state deposits. These funds are
not available for any other purpose.

A substantial majority of investments and cash at each year end was
held by the Company's title insurer subsidiaries. Generally, the types of
investments a title insurer can make are subject to legal restrictions.
Furthermore, the transfer of funds by a title insurer to its parent or
subsidiary operations, as well as other related party transactions, are
restricted by law and generally require the approval of state insurance
authorities.

NOTE 5

DIVIDEND RESTRICTIONS. Substantially all of the consolidated retained earnings
at each year end was represented by the retained earnings of Guaranty, which
owns directly or indirectly substantially all of the subsidiaries included in
the consolidation.

Guaranty cannot pay a dividend in excess of certain limits without the
approval of the Texas Insurance Commissioner. The maximum dividend which can be
paid without such approval in 2000 is $38,765,000. Guaranty paid dividends
significantly less than the maximum legal limits in 1999, 1998 and 1997.

Dividends from Guaranty were also voluntarily restricted primarily to
maintain statutory surplus and liquidity at competitive levels. The ability of a
title insurer to pay claims can significantly affect the decision of lenders and
other customers when buying a policy from a particular insurer.

F-8
<PAGE> 25

NOTE 6

INVESTMENTS. The amortized costs and market values of investments in debt and
equity securities at December 31 follow:

<TABLE>
<CAPTION>
1999 1998
--------------------- ---------------------
Amortized Market Amortized Market
costs values costs values
--------- ------ --------- ------
($000 Omitted)
<S> <C> <C> <C> <C>
Debt securities:
Municipal ................... 134,298 133,068 128,745 133,533
Mortgage-backed ............. 8,806 8,509 4,131 4,233
US Government ............... 31,716 30,960 23,325 24,086
Corporate and utilities ..... 68,445 64,902 56,710 59,796

Equity securities .............. 5,115 5,317 4,971 5,664
------- ------- ------- -------

248,380 242,756 217,882 227,312
======= ======= ======= =======
</TABLE>

Gross unrealized gains and losses at December 31 were:

<TABLE>
<CAPTION>
1999 1998
--------------------- ---------------------
Gains Losses Gains Losses
------- ------- ------- -------
($000 Omitted)
<S> <C> <C> <C> <C>
Debt securities:
Municipal ................... 1,028 2,258 5,006 218
Mortgage-backed ............. 42 339 103 1
US Government ............... 73 829 789 28
Corporate and utilities ..... 201 3,744 3,182 96

Equity securities .............. 641 439 749 56
------- ------- ------- -------
1,985 7,609 9,829 399
======= ======= ======= =======
</TABLE>

Debt securities at December 31, 1999 mature, according to their
contractual terms, as follows (actual maturities may differ because of call or
prepayment rights):

<TABLE>
<CAPTION>
Amortized Market
costs values
--------- -------
($000 Omitted)
<S> <C> <C>
In one year or less .................... 1,650 1,697
After one year through five years ...... 67,499 67,483
After five years through ten years ..... 119,392 117,220
After ten years ........................ 45,918 42,530
Mortgage-backed securities ............. 8,806 8,509
------- -------
243,265 237,439
======= =======
</TABLE>

F-9
<PAGE> 26

NOTE 7

INVESTMENT INCOME. Income from investments and realized gains and losses from
sales of investments for the three years follow:

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
($000 Omitted)
<S> <C> <C> <C>
Income:
Debt securities ............................. 12,837 12,143 11,938
Short-term investments, cash equivalents
and other ................................. 7,463 6,372 3,991
------- ------- -------

20,300 18,515 15,929
======= ======= =======

Realized gains and losses:
Gains ........................................ 536 1,923 571
Losses ....................................... (270) (1,722) (208)
------- ------- -------
266 201 363
======= ======= =======
</TABLE>

The sales of securities resulted in proceeds of $32,380,000 in 1999,
$54,368,000 in 1998 and $30,870,000 in 1997.

Expenses assignable to investment income were insignificant. There were
no significant investments at December 31, 1999 that did not produce income
during the year.

NOTE 8

NOTES PAYABLE.

<TABLE>
<CAPTION>
1999 1998
------ ------
($000 Omitted)
<S> <C> <C>
Banks
Primarily unsecured, 6.6% to 8.5%, varying payments .... 16,900 13,174
Other than banks .......................................... 2,154 3,020
------ ------

19,054 16,194
====== ======
</TABLE>

The above notes are due $13,083,000 in 2000, $4,237,000 in 2001,
$651,000 in 2002, $796,000 in 2003, $85,000 in 2004 and $202,000 subsequent to
2004.

F-10
<PAGE> 27

NOTE 9

ESTIMATED TITLE LOSSES. Provisions accrued, payments made and liability balances
for the three years follow:

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
($000 Omitted)
<S> <C> <C> <C>
Balances at January 1 ........... 171,763 156,791 150,331

Provisions ................... 44,187 39,226 29,794
Payments ..................... (32,628) (25,041) (23,334)
Reserve balance acquired ..... 550 787 --
Decrease in salvage .......... (85) -- --
-------- -------- --------
Balances at December 31 ......... 183,787 171,763 156,791
======== ======== ========
</TABLE>

Provisions include amounts related to the current year of approximately
$43,869,000, $39,087,000 and $29,681,000 for 1999, 1998 and 1997, respectively.
Payments related to the current year, including escrow and other loss payments,
were approximately $8,501,000, $5,977,000 and $5,991,000 for 1999, 1998 and
1997, respectively.

The above current year provision totals include provisions made for
claims which are based on historical ratios of losses-to-premium revenues. See
Note 1(F) for the principles followed in accounting for title losses and related
claims.

NOTE 10

COMMON STOCK AND CLASS B COMMON STOCK. Holders of Common and Class B Common
Stock have the same rights, except no cash dividends may be paid on Class B
Common Stock. The two classes of stock vote separately when electing directors
and on any amendment to the Company's certificate of incorporation that affects
the two classes unequally.

A provision of the by-laws requires an affirmative vote of at least
two-thirds of the directors to elect officers or to approve any proposal which
may come before the directors. This provision cannot be changed without a
majority vote of each class of stock.

Holders of Class B Common Stock may, with no cumulative voting rights,
elect four directors if 1,050,000 or more shares of Class B Common Stock are
outstanding; three directors if between 600,000 and 1,050,000 shares are
outstanding; and none if less than 600,000 shares of Class B Common Stock are
outstanding. Holders of Common Stock, with cumulative voting rights, elect the
balance of the nine directors.

Class B Common Stock may, at any time, be converted by its shareholders
into Common Stock on a share-for-share basis, but all of the holders of Class B
Common Stock have agreed among themselves not to convert their stock prior to
January 2005. Such conversion is mandatory on any transfer to a person not a
lineal descendant (or spouse, trustee, etc. of such descendant) of William H.
Stewart.

At December 31, 1999 and 1998, there were 145,820 shares (cost
$233,000) of Common Stock held by a subsidiary of the Company. These shares are
considered retired but may be issued from time to time in lieu of new shares.

On May 21, 1999 the Company effected a two-for-one stock split recorded
in the form of a stock dividend. All share and per share data presented in the
consolidated financial statements have been restated for the effects of the
stock split.

F-11
<PAGE> 28

NOTE 11

CHANGES IN COMMON STOCK. Changes in stock and additional paid-in capital for the
three years follow:

<TABLE>
<CAPTION>
Class B Additional
Common Common paid-in
Stock Stock capital
------- ------- ----------
($000 Omitted)
<S> <C> <C> <C>
Balances at December 31, 1996 ................. 6,216 525 50,833
Acquisitions ............................... 137 -- 1,634
Stock bonuses and other .................... 19 -- 390
Exercise of stock options .................. 9 -- 126
Foreign currency translation ............... -- -- (61)
------- ------- -------
Balances at December 31, 1997 ................. 6,381 525 52,922
Acquisitions ............................... 41 -- 1,659
Stock bonuses and other .................... 17 -- 560
Exercise of stock options .................. 101 -- 1,442
Tax benefit of stock options exercised ..... -- -- 828
Foreign currency translation ............... -- -- 51
Treasury stock ............................. -- -- (576)
------- ------- -------
Balances at December 31, 1998 ................. 6,540 525 56,886
Stock dividend ............................. 6,648 525 --
Acquisitions ............................... 441 -- 6,918
Stock bonuses and other .................... 14 -- 599
Exercise of stock options .................. 3 -- 62
Tax benefit on stock options exercised ..... -- -- 30
Foreign currency translation ............... -- -- (65)
------- ------- -------
Balances at December 31, 1999 ................. 13,646 1,050 64,430
======= ======= =======
</TABLE>

NOTE 12

STOCK OPTIONS. A summary of the status of the Company's fixed stock option plans
for the three years follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------
Exercise
Shares (1) Prices(1)(2)
- ----------------------------------------------------------
($)
<S> <C> <C>
December 31, 1996 ......... 390,200 7.13
Granted ................ 76,800 9.93
Exercised .............. (17,000) 7.89
Forfeited .............. (13,800) 6.79
- ------------------------------------------------------

December 31, 1997 ......... 436,200 7.60
Granted ................ 90,600 18.84
Exercised .............. (202,800) 7.61
Forfeited .............. (10,400) 7.91
- ------------------------------------------------------

December 31, 1998 ......... 313,600 10.84
Granted ................ 86,800 19.70
Exercised .............. (6,500) 10.08
Forfeited .............. (1,500) 10.00
- ------------------------------------------------------

December 31, 1999 ......... 392,400 12.81

- ------------------------------------------------------
</TABLE>

(1) Restated for a two-for-one stock split in May 1999.
(2) Weighted average

F-12
<PAGE> 29

At December 31, 1999, 1998 and 1997 there were 380,012, 280,700 and
373,676 options, respectively, exercisable. The weighted average fair values of
options granted during the years 1999, 1998 and 1997 were $8.50, $7.18 and
$3.40, respectively.

The following summarizes information about fixed stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Range of exercise prices ($) Total
4.59 to 9.75 to 18.78 to 4.59 to
7.69 10.75 20.22 20.22
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Options outstanding:
Shares ................................... 92,800 128,200 171,400 392,400
Remaining contractual life-years(1) ...... 2.0 6.0 7.0 5.5
Exercise price ($) (1) ................... 4.68 10.06 19.31 12.81
Options exercisable:
Shares ................................... 92,800 115,812 171,400 380,012
Exercise price ($) (1) ................... 4.68 10.10 19.31 12.93
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) Weighted average

The Company applies APB 25 and related Interpretations in accounting
for its plans. Accordingly, no compensation cost has been recognized for its
fixed stock option plans. Under FAS 123, compensation cost is recognized for the
fair value of the employees' purchase rights, which was estimated using the
Black-Scholes model. The Company assumed a dividend yield of 0.8%, an expected
life of five to ten years for each option, expected volatility of 34.1% and
risk-free interest rates between 4.7% and 5.7% for the years 1999, 1998 and
1997.

Had compensation cost for the Company's plans been determined
consistent with FAS 123, the Company's net earnings and earnings per share would
have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
($000 Omitted)
<S> <C> <C> <C>
Net earnings:
As reported ..................... 28,422 47,038 15,288
Pro forma ....................... 27,943 46,615 15,119

Earnings per share: (1)
Net earnings-basic .............. 1.96 3.37 1.12
Net earnings-diluted ............ 1.95 3.32 1.11
Pro forma-assuming dilution ..... 1.91 3.30 1.10
</TABLE>

(1) Restated for a two-for-one stock split in May 1999.

NOTE 13

EARNINGS PER SHARE. The Company's basic earnings per share figures were
calculated by dividing net earnings by the weighted average number of shares of
Common Stock and Class B Common Stock outstanding during the reporting period.

To calculate diluted earnings per share, the number of shares
determined above was increased by assuming the issuance of all dilutive shares
during the same reporting period. The treasury stock method was used in
calculating the additional number of shares. The only potentially dilutive
effect on earnings per share for the Company related to its stock option plans.

In calculating the effect of the options and determining a figure for
diluted earnings per share, the average number of shares used in calculating
basic earnings per share was increased by 125,000 in 1999, 182,000 in 1998 and
136,000 in 1997.

F-13
<PAGE> 30

NOTE 14

LEASES. The Company's expense for leased office space was $28,194,000 in 1999,
$23,131,000 in 1998 and $20,520,000 in 1997. These are noncancelable, operating
leases expiring over the next seven years. The future minimum lease payments are
as follows (stated in thousands of dollars):

<TABLE>
<S> <C>
2000................. 25,657
2001................. 21,357
2002................. 16,334
2003................. 13,067
2004................. 6,625
2005 and after....... 4,220
------
87,260
======
</TABLE>

NOTE 15

CONTINGENT LIABILITIES AND COMMITMENTS. The Company makes separate provisions
for individual title losses over $750,000 and reviews claims in excess of this
amount asserted against Guaranty when evaluating the adequacy of recorded
reserves.

Claims have been made at December 31, 1999 against Guaranty for amounts
in excess of $750,000 for which no provision was made. Management believes, with
the advice of counsel, the loss on these claims (1) will be resolved for less
than $750,000 each or (2) cannot be reasonably estimated. Management believes
any loss on these claims which cannot be estimated at December 31, 1999 will not
be material in relation to the consolidated financial condition of the Company.

The Company is contingently liable for disbursements of escrow funds
held by agents in certain cases where specific insured closing guarantees have
been issued.

Various takeout commitments approximated $2,236,000 at December 31,
1999. Management believes adequate provisions have been made for any losses
resulting from these commitments.

NOTE 16

REINSURANCE. As is the industry practice, the Company cedes risk to other
underwriters in excess of certain underwriting limits. However, the Company
remains liable if the reinsurer should fail to satisfy its obligations. The
Company also assumes risk from other underwriters. A payment on an assumed risk
or a recovery on a ceded risk is rare in the experience of the Company and the
industry. The Company has not paid or recovered any reinsured losses during the
three years ended December 31, 1999.

The total amount of premiums for assumed and ceded risks was less than
one percent of title premiums, fees and other revenues in each of the last three
years.

NOTE 17

EQUITY IN INVESTEES. Certain summarized aggregate financial information for
investees follows:

<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
($000 Omitted)
<S> <C> <C> <C>
For the year:
Revenues .................. 29,164 85,706 66,760
Net earnings .............. 3,278 5,360 4,808

As of December 31:
Total assets ............. 13,234 47,331
Stockholders' equity ..... 5,230 19,760
</TABLE>

F-14

<PAGE> 31

NOTE 18

SEGMENT INFORMATION. The Company's two reportable segments are title and real
estate information. The segments significantly influence business to each other
because of the nature of their operations and their common customers.

The title segment includes the functions of searching, examining,
closing and insuring the condition of the title to real property. The real
estate information segment provides services to the real estate and mortgage
industries primarily through the electronic delivery of services needed for
settlement. These services include title reports, flood determinations, property
appraisals, document preparation, credit reports and other real estate
information. In addition, this segment includes services related to tax-deferred
exchanges, surveys, the accounting and operating systems of title agents and
government authorities and the construction of title plants.

The segments provide services through a network of offices, including
both direct operations and agents, throughout the United States. The operations
in the several international markets in which the Company does business are
generally insignificant to consolidated results.

Under the Company's internal reporting and accountability systems, most
general corporate expenses are incurred by and charged to the title segment.
Technology operating costs are also charged to the title segment, except for
direct expenditures relating to the real estate information segment. These
expenditures are charged to that segment. All investment income is included in
the title segment as it is generated primarily from the investments of the title
underwriting operations.

<TABLE>
<CAPTION>
Real estate
Title information Total
--------- ----------- ---------
($000 omitted)
<S> <C> <C> <C>
Revenues:
1999.................... 1,012,215 59,039 1,071,254
1998.................... 918,389 50,372 968,761
1997.................... 673,590 35,320 708,910
Depreciation:
1999.................... 13,911 4,157 18,068
1998.................... 11,480 3,104 14,584
1997.................... 7,858 4,257 (1) 12,115
Pretax earnings (loss):
1999.................... 43,615 2,950 (2) 46,565
1998.................... 73,198 3,129 76,327
1997.................... 29,145 (5,466)(1) 23,679

Identifiable assets:
1999.................... 496,191 39,550 535,741
1998.................... 463,030 35,451 498,481
</TABLE>

(1) Includes a nonrecurring pretax charge of $1,905,000 for a writeoff of
goodwill in a subsidiary that was sold in 1998.

(2) Includes a pretax charge of $1,319,000 resulting from the settlement of a
lawsuit.

F-15
<PAGE> 32

NOTE 19

Quarterly financial information (unaudited).

<TABLE>
<CAPTION>
Mar 31 June 30 Sept 30 Dec 31
------- ------- ------- -------
($000 Omitted, except per share)
<S> <C> <C> <C> <C>
Revenues:
1999 ............................. 247,878 296,093 266,381 260,902
1998 ............................. 197,042 235,439 250,425 285,855

Net earnings:
1999 ............................. 9,600 11,726 6,098 998
1998 ............................. 8,625 11,258 14,048 13,107

Earnings per share-diluted: (1)
1999 ............................. .67 .80 .41 .07
1998 ............................. .61 .80 .99 .92
</TABLE>

(1) Restated for a two-for-one stock split in May 1999.

NOTE 20

SUBSEQUENT EVENT. On March 13, 2000, the Company's Board of Directors approved a
plan to repurchase up to 5 percent (680,000 shares) of the Company's currently
issued and outstanding Common Stock. The Company's regular quarterly cash
dividend will be discontinued. The amount and timing of any share repurchases
will depend on, among other factors, the market performance of the shares, the
availability and alternative uses of the Company's funds and Securities and
Exchange Commission regulations. Purchases under the Plan are currently
authorized through December 31, 2001.

F-16

<PAGE> 33
STEWART TITLE GUARANTY COMPANY
STEWART TITLE INSURANCE COMPANY
Principal Underwriters of Stewart Information Services Corporation

UNCONSOLIDATED STATUTORY BALANCE SHEETS
From statutory Annual Statements as filed (unaudited)

<TABLE>
<CAPTION>
Stewart Title Stewart Title
December 31, 1999 Guaranty Company Insurance Company
- ----------------- ---------------- -----------------
($000 Omitted)
<S> <C> <C>
Admitted assets
Bonds ..................................................... 218,569 22,100
Stocks - investments in affiliates ........................ 128,015 1,384
Stocks - other ............................................ 6,277 --
Cash and bank deposits .................................... 40,264 3,402
Short-term investments .................................... 2,994 498
Title plants .............................................. 4,282 199
Title insurance premiums, fees and other receivables ...... 12,534 256
Other ..................................................... 9,030 1,495
------- --------
421,965 29,334
======= ========
Liabilities, surplus and other funds
Reserve for title losses .................................. 30,653 5,636
Statutory premium reserve ................................. 169,674 8,384
Other ..................................................... 27,811 1,192
------- --------
228,138 15,212

Surplus as regards policyholders (Note) ..................... 193,827 14,122
------- --------
421,965 29,334
======= ========

- ----------------------------------------------------------------------------------------------

Consolidated stockholder's equity (unaudited), based on generally accepted
accounting principles (GAAP), for Stewart Title Guaranty Company at
December 31, 1999 was ($000 omitted).......................................... $243,955
========
</TABLE>

Note: The amount shown above for stockholder's equity exceeds policyholder
surplus primarily because under GAAP the statutory premium reserve and reserve
for reported title losses are eliminated and estimated title loss reserves are
substituted, net of applicable income taxes.

F-17
<PAGE> 34
SCHEDULE I

STEWART INFORMATION SERVICES CORPORATION
(PARENT COMPANY)

INCOME AND RETAINED EARNINGS INFORMATION

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Revenues
Investment income ........................................ $ 442 $ 583 $ 701
Other income ............................................. 1 -- 3
--------- --------- ---------
443 583 704

Expenses
Employee costs ........................................... 123 229 201
Other operating expenses ................................. 2,840 3,006 2,098
Depreciation and amortization ............................ 106 92 90
--------- --------- ---------
3,069 3,327 2,389

Loss before taxes and equity in earnings of investees ....... (2,626) (2,744) (1,685)
Income taxes (benefit) ...................................... (811) (566) (502)
Equity in earnings of investees ............................. 30,237 49,216 16,471
--------- --------- ---------

Net income .................................................. 28,422 47,038 15,288

Retained earnings at beginning of year ...................... 190,363 145,140 131,496
Cash dividends on Common Stock ($.16, $.14 and $.13 per
share) .................................................. (2,158) (1,815) (1,644)
Stock dividend .............................................. (7,173) -- --
--------- --------- ---------

Retained earnings at end of year ............................ $ 209,454 $ 190,363 $ 145,140
========= ========= =========
</TABLE>

See accompanying note to financial statements.

(Schedule continued on following page.)

S-1
<PAGE> 35

SCHEDULE I
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION
(PARENT COMPANY)

BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
December 31,
----------------------
1999 1998
--------- ---------
(In thousands)
<S> <C> <C>
Assets
Cash and cash equivalents ........................................................ $ -- $ 13
--------- ---------
Short-term investments ........................................................... 6,762 11,439
--------- ---------
Receivables:
Notes, including $6,618 and $6,918 from affiliates ............................. 7,168 7,471
Other, including $11,846 and $3,275 from affiliates ............................ 12,079 4,038
Less allowance for uncollectible amounts ....................................... (20) (20)
--------- ---------
19,227 11,489

Furniture and equipment at cost .................................................. 246 202
Less accumulated depreciation .................................................... (115) (104)
--------- ---------
131 98

Title plants, at cost ............................................................ 48 48
Investments in investees ......................................................... 259,328 238,095
Other assets ..................................................................... 4,556 4,313
--------- ---------
$ 290,052 $ 265,495
========= =========
Liabilities
Notes payable, including $ - and $ - from affiliates ........................... $ 1,097 $ 1,097
Accounts payable and accrued liabilities ....................................... 4,031 3,955

Contingent liabilities and commitments

Stockholders' equity
Common - $1 par, authorized 30,000,000 issued and outstanding 13,645,527 and
13,079,930 ..................................................................... 13,646 6,540
Class B Common - $1 par, authorized 1,500,000 and outstanding 1,050,012 .......... 1,050 525
Additional paid-in-capital ....................................................... 64,430 56,886
Retained earnings (1) ............................................................ 209,454 190,363
Accumulated other comprehensive earnings ......................................... (3,656) 6,129
--------- ---------
Total stockholders' equity ($19.39 and $18.43 per share) .................. 284,924 260,443
--------- ---------
$ 290,052 $ 265,495
========= =========
</TABLE>

(1) Includes undistributed earnings of subsidiaries of $212,249 in 1999 and
$184,179 in 1998.

See accompanying note to financial statements.

(Schedule continued on following page.)

S-2
<PAGE> 36
SCHEDULE I
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION
(PARENT COMPANY)

CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1999 1998 1997
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Cash flow from operating activities (Note) .................... $ (2,978) $ (2,805) $ (3,645)

Cash flow from investing activities:
Proceeds from investments sold ............................. 4,677 -- 1,619
Purchases of investments, excluding mortgage loans ......... -- (2,438) --
Dividends received from unconsolidated subsidiaries ........ 5,090 7,633 4,583
Increases in mortgages and other notes receivable .......... (542) (300) (364)
Collections on mortgages and other notes receivable ........ 303 265 23
Cash paid for the acquisition of subsidiaries .............. (4,470) (2,500) (900)
-------- -------- --------
Cash provided by investing activities ......................... 5,058 2,660 4,961
-------- -------- --------
Cash flow from financing activities:
Dividends paid ............................................. (2,158) (1,815) (1,644)
Proceeds of notes payable .................................. -- 417 106
Proceeds from issuance of stock ............................ 65 1,543 135
-------- -------- --------
Cash (used) provided by financing activities .................. (2,093) 145 (1,403)
-------- -------- --------
Decrease in cash and cash equivalents ......................... $ (13) $ -- $ (87)
======== ======== ========

Note: Reconciliation of net income to the above amounts:
Net income ................................................. $ 28,422 $ 47,038 $ 15,288
Add (deduct):
Depreciation and amortization ........................... 106 92 90
Increase in accounts receivable - net ................... (727) (1,060) (3,267)
Increase (decrease) in accounts payable and accrued
liabilities - net .................................... 905 508 671
Equity in net earnings of investees ..................... (30,237) (49,216) (16,471)
Stock bonuses paid ...................................... 613 577 409
Treasury stock acquired ................................. -- (576) --
Other - net ............................................. (2,060) (152) (365)
-------- -------- --------
Cash used by operating activities ............................. $ (2,978) $ (2,805) $ (3,645)
======== ======== ========
Supplemental information:
Income taxes paid ........................................ -- -- --
Interest paid ............................................ -- -- --
</TABLE>

See accompanying note to financial statements.

(Schedule continued on following page.)

S-3
<PAGE> 37

SCHEDULE I
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION
(PARENT COMPANY)

NOTE TO FINANCIAL STATEMENT INFORMATION

The Registrant operates as a holding company transacting substantially
all business through its subsidiaries. The consolidated financial statements for
the Registrant and its subsidiaries are included in Part II, Item 8 of Form
10-K. The Parent Company financial statements should be read in conjunction with
the aforementioned consolidated financial statements and notes thereto and
financial statement schedules.

Certain amounts in the 1998 and 1997 Parent Company financial
statements have been reclassified for comparative purposes. Net earnings, as
previously reported, were not affected.

Total dividends received from unconsolidated subsidiaries for 1999,
1998 and 1997 were $13,090,000, $90,000 and $9,633,000, respectively.

S-4
<PAGE> 38
SCHEDULE II

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

December 31, 1999

<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
- ------------------------------------------ ------------ -------------------------- --------------- ------------
Additions
--------------------------
Balance Charged Charged to
at to other Balance
beginning cost and accounts -Deductions- at end
Description of period expenses describe described of period
- ------------------------------------------ ------------ ------------ ------------ --------------- ------------
<S> <C> <C> <C> <C> <C>
Stewart Information Services
Corporation and subsidiaries:

Year ended December 31, 1997:
Estimated title losses .................. $150,331,563 $ 29,794,444 -- $ 23,334,625 (A) $156,791,382
Allowance for uncollectible amounts ..... 6,669,591 1,596,000 -- 2,713,742 (B) 5,551,849

Year ended December 31, 1998:
Estimated title losses .................. 156,791,382 39,226,182 787,000 (C) 25,041,558 (A) 171,763,006
Allowance for uncollectible amounts ..... 5,551,849 2,110,000 -- 2,859,144 (B) 4,802,705

Year ended December 31, 1999:
Estimated title losses .................. 171,763,006 44,186,778 550,000 (C) 32,712,781 (A) 183,787,003
Allowance for uncollectible amounts ..... 4,802,705 792,000 -- 1,215,232 (B) 4,379,473

Stewart Information Services
Corporation - Parent:

Year ended December 31, 1997:
Allowance for uncollectible amounts ...... $ 20,000 -- -- -- $ 20,000

Year ended December 31, 1998:
Allowance for uncollectible amounts ...... 20,000 -- -- -- 20,000

Year ended December 31, 1999:
Allowance for uncollectible amounts ...... 20,000 -- -- -- 20,000
</TABLE>

(A) Represents payments of policy losses and loss adjustment expenses during
the year, less salvage collections.

(B) Represents uncollectible accounts written off.

S-5
<PAGE> 39

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
3.1 - Certificate of Incorporation of the Registrant, as amended
April 30, 1999

3.2 - By-Laws of the Registrant, as amended September 1, 1998
(incorporated by reference herein from Exhibit 3.2 of Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998)

4 - Rights of Common and Class B Common Stockholders (incorporated by
reference to Exhibits 3.1 and 3.2 hereto)

10.1 - Summary of agreements as to payment of bonuses to certain executive
officers

10.2 - Deferred Compensation Agreements dated March 10, 1986, amended
July 24, 1990 and October 30, 1992, between the Registrant and
certain executive officers (incorporated by reference herein from
Exhibit 10.2 of Annual Report on Form 10-K for the fiscal year ended
December 31, 1997)

10.3 - Stewart Information Services Corporation 1999 Stock Option Plan

21 - Subsidiaries of the Registrant

23 - Consent of Independent Certified Public Accountant, including consent
of incorporation by reference of their reports to previously filed
Securities Act registration statements

27 - Financial Data Schedule
</TABLE>

<PAGE> 1

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

STEWART INFORMATION SERVICES CORPORATION

STEWART INFORMATION SERVICES CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is STEWART INFORMATION SERVICES
CORPORATION. The date of filing its original Certificate of Incorporation with
the Secretary of State was March 25, 1970.

2. This Restated Certificate of Incorporation restates and integrates
and also amends the Certificate of Incorporation to read as herein set forth in
full:

CERTIFICATE OF INCORPORATION

STEWART INFORMATION SERVICES CORPORATION

FIRST: The name of the corporation is Stewart Information Services
Corporation.

SECOND: The registered office of the corporation in the State of
Delaware is located at 100 West Tenth Street in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 100 West Tenth Street, Wilmington, Delaware.

<PAGE> 2

THIRD: The nature of the business, objects and purposes to be
transacted, promoted or carried on by the corporation are:

The business of accumulating and dealing in information of all
types, the guaranteeing of such information, the providing of services
related to real estate and other services by use of such information or
otherwise, either directly or through subsidiaries or affiliates; and

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of stock which the corporation shall
have authority to issue is 6,500,000, of which 5,000,000 shares of the par value
of $1 each, amounting in the aggregate to $5,000,000, shall be designated Common
Stock, and of which 1,500,000 shares of the par value of $1 each, amounting in
the aggregate to $1,500,000, shall be designated Class B Common Stock.

The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

-2-
<PAGE> 3

entitled to one vote for each share held. For so long as there are issued and
outstanding 175,000 or more shares of Class B Common Stock (adjusted
proportionately for stock dividends and stock splits or combinations), at each
election for directors the Common Stock and the Class B Common Stock shall
be voted as separate classes, and the holders of the Common Stock shall be
entitled to elect five of the nine directors (each holder of Common Stock having
the right to vote, in person or by proxy, the number of shares owned by him for
the five directors to be elected by the holders of the Common Stock and for
whose election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as five times the number of his shares shall equal, or
by distributing such votes on the same principle among any number of such five
candidates). The holders of the Class B Common Stock shall be entitled to elect
the remaining four of the nine directors, and no holder of Class B Common Stock
shall have the right of cumulative voting at any election of directors. In the
event that issued and outstanding shares of Class B Common Stock are less
than 175,000 shares but more than 100,000 shares (adjusted proportionately for
stock dividends and stock splits or combinations), the number of directors to be
so elected by the holders of the Common Stock shall be six and the number of
directors to be so elected by the holders of the Class B Common Stock shall be
three. Except as

-3-
<PAGE> 4

otherwise provided hereinafter in this paragraph and as otherwise required by
law, all shares of Common Stock and Class B Common Stock shall, upon all
matters other than the election of directors, be voted as a single class (and,
in the event that the number of issued and outstanding shares of Class B Common
Stock is ever less than 100,000 (adjusted proportionately for stock dividends
and stock splits or combinations), the Common Stock and the Class B Common Stock
shall be voted as a single class upon all matters, with the right to cumulate
votes for the election of directors); provided, however, that no change in the
Certificate of Incorporation which would affect the Common Stock and the Class B
Common Stock unequally shall be made without the affirmative vote of at least a
majority of the outstanding shares of each class, voting as a class.

(2) Dividends. The holders of the Common Stock and the Class B Common
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available therefor, dividends payable in cash,
stock or otherwise, subject to the following preferences and restrictions:

(a) No cash dividends shall be declared or paid upon the Class B Common
Stock;

(b) Dividends payable in property (other than cash or stock) of the
corporation shall be payable upon the shares of Common Stock and Class B Common
Stock without distinction between the two classes;

-4-
<PAGE> 5

(c) If a dividend payable in stock of the corporation shall be declared
at any time upon either the Common Stock or the Class B Common Stock, a like
dividend shall be declared upon the other class of common stock. All dividends
payable in stock of the corporation shall be paid in shares of Common Stock with
respect to dividends upon shares of the Common Stock and in shares of Class B
Common Stock with respect to dividends upon shares of the Class B Common Stock.

(3) Preemptive Rights. No stockholder shall have any preemptive right
to subscribe to an additional issue of capital stock of the corporation or to
any security convertible into such stock. Any preferential rights to purchase
stock or securities of the corporation which are granted to the stockholders
shall be granted to the holders of the Common Stock and Class B Common Stock
without distinction between the two classes.

-5-
<PAGE> 6

the benefit of any such spouse or descendant, such share shall thereupon become
a share of Common Stock.

(5) Liquidation. Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the remaining net assets of the
corporation shall be distributed pro rata to the holders of the Common Stock and
the Class B Common Stock in accordance with their respective rights and
interests.

******

Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, the
meeting and vote of stockholders may be dispensed with and such action may be
taken with the written consent of stockholders having not less than the minimum
percentage of the vote required by statue for the proposed corporate action,
provided that prompt notice shall be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous consent.

Fifth: The name and mailing address of the incorporator is:

<TABLE>
<CAPTION>
Name Mailing Address
---- ---------------

<S> <C>
William M. Ryan 800 Bank of Southwest Building
Houston, Texas 77002
</TABLE>

-6-
<PAGE> 7

Sixth: The corporation is to have perpetual existence.

Seventh: The Board of Directors of the corporation shall consist of
nine members. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

(1) To make, alter or repeal the by-laws of the corporation.

(2) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.

(3) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created.

(4) By a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of two or
more of the Directors of the corporation. The Board of Directors may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution
or in the by-laws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided,
however, the by-laws may provide that in the absence or
disqualification of any member of such committee or committees the
member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.

-7-
<PAGE> 8

(5) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called upon such notice as
is required by statute, or when authorized by the written consent of
the holders of a majority of the voting stock issued and outstanding,
to sell, lease or exchange all or substantially all the property and
assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration,
which may consist in whole or in part of money or property including
securities of any other corporation or corporations, as the Board of
Directors shall deem expedient and for the best interests of the
corporation.

Eighth: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number

-8-
<PAGE> 9

representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholder or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

Ninth: Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

Tenth: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

-9-
<PAGE> 10

3. This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware, by written consent of the sole stockholder in accordance with
Section 228 thereof.

4. The capital of the corporation will not be reduced under or by
reason of any amendment in this Restated Certificate of Incorporation.

IN WITNESS WHEREOF, the corporation has caused its corporate seal to be
affixed hereto and this Certificate to be signed by its President and attested
by its Secretary, this 20 day of October, 1970.

STEWART INFORMATION SERVICES CORPORATION

BY James W. Davis
-------------------------------------------
Executive Vice President

[SEAL]

/s/ [ILLEGIBLE]
- ------------------------------
Secretary

-10-
<PAGE> 11

STATE OF TEXAS: )
) SS.
COUNTY OF HARRIS: )

BE IT REMEMBERED that on this 20 day of October, 1970, personally came
before me a notary public in and for the State and County aforesaid, James V.
Davis, Executive Vice President of Stewart Information Services Corporation, a
Delaware corporation, known to me personally to be such, and acknowledged that
he signed the foregoing Restated Certificate of Incorporation, that the Restated
Certificate of Incorporation is the act and deed of the corporation and that the
facts stated therein are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

/s/ B. Weaver
---------------------------------------
Notary Public

NOTARY PUBLIC
COUNTY OF HARRIS, TEXAS

-11-
<PAGE> 12

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

STEWART INFORMATION SERVICES CORPORATION

Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Stewart
Information Services Corporation, resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this
corporation be amended by deleting the Article thereof numbered "Fourth
(1)" so that, as amended, said Article shall be and read as follows:

(1) Voting. The Common Stock and the Class B Common
Stock shall have the exclusive right to vote for the election
of directors and for all other purposes, each holder of the
Common Stock and each holder of the Class B Common Stock being
entitled to one vote for each share held. For so long as there
are issued and outstanding 175,000 or more shares of Class B
Common Stock (adjusted proportionately for stock dividends and
stock splits or combinations), at each election for directors
the Common Stock and the Class B Common Stock shall be voted
as separate classes, and the holders of the Common Stock shall
be entitled to elect five of the nine directors (each holder
of Common Stock having the right to vote, in person or by
proxy, the number of shares owned by him for the five
directors to be elected by the holders of the Common Stock and
for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as five times the
number of his shares shall equal, or by distributing such
votes on the same principle among any number of such five
candidates). The holders of the Class B Common Stock shall be
entitled to elect the remaining four of the nine directors,
and no holder of Class B Common Stock shall have the right of
cumulative voting at and election of directors. In the event
that issued and outstanding shares of Class B Common Stock are
less than 175,000 shares but more than 100,000 shares
(adjusted proportionately for stock dividends and stock splits
or combinations), the number of directors to be so elected by
the holders of the Common Stock shall be six and the number of
directors to be so elected by the holders of the Class B
Common Stock shall be three. Any amendment to, or rescission
of, Section 3.7 of the Company's by-laws must be approved by a
majority of the Company's outstanding Common Stock and a
majority of the Company's outstanding Class B Common Stock,
voting as separate classes. Except as otherwise provided
hereinafter in this paragraph and as otherwise required by
law, all shares of Common Stock and Class B Common Stock
shall, upon all matters other than the election of directors,
be voted as a single class (and, in the event that the number
of issued and outstanding shares of Class B Common Stock is
ever less than 100,000 (adjusted proportionately for stock
dividends and stock splits or combinations), the Common Stock
and the Class B Common Stock shall be voted as a single class,
upon all matters, with the right to cumulate votes for the
election of directors); provided, however, that no change in
the Certificate of Incorporation which would affect the Common
Stock

<PAGE> 13

and the Class B Common Stock unequally shall be made without
the affirmative vote of at least a majority of the outstanding
shares of each class, voting as a class.

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

IN WITNESS WHEREOF, said Stewart Information Services Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Stewart Morris, its President, and attested by Max Crisp, its
Secretary, this 27th day of April, 1979.

STEWART INFORMATION SERVICES
CORPORATION

By /s/ STEWART MORRIS MM
-------------------------------------
President

(Corporate Seal)

ATTEST:

/s/ MAX CRISP
- ----------------------------------
Secretary

THE STATE OF TEXAS )
COUNTY OF HARRIS )

BE IT REMEMBERED that on this 27th day of April, 1979, personally came
before me, a Notary Public in and for the County and State aforesaid, Stewart
Morris, President of Stewart Information Services Corporation, a corporation of
the State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.

/s/ SUE M. NOLZ
------------------------------
Notary Public in and
for Harris County, Texas

[NOTARIAL SEAL]

<PAGE> 14

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

STEWART INFORMATION SERVICES CORPORATION

Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Stewart
Information Services Corporation, resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and directing that said amendment be
considered at the next annual meeting of the stockholders of said corporation.
The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the restated Certificate of Incorporation of
the Company be amended by deleting therefrom paragraph (4) of Article
Fourth and adding a new paragraph (4) as follows:

(4) Conversion. Each share of Class B Common Stock of
the corporation shall, at any time at the option of the holder
thereof, be convertible into one share of Common Stock of the
corporation. In the event of any transfer, upon death or
otherwise, of any share of Class B Common Stock to any person
or entity other than a "qualified holder" (as hereinafter
defined), such share shall thereupon become a share of Common
Stock. As used in the preceding sentence, the term "qualified
holder" means (i) a lineal descendant of William H. Stewart
(who died in 1903 in Galveston County, Texas), (ii) a spouse
of any such descendant and (iii) a personal representative,
trustee or custodian for the benefit of any such spouse or
descendant. A partnership shall be deemed to be a qualified
holder if each of its partners is a qualified holder, a
corporation shall be deemed to be a qualified holder if each
holder of its capital stock is a qualified holder, and a trust
shall be deemed to be a qualified holder if each beneficiary
is a qualified holder.

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

<PAGE> 15

STEWART INFORMATION SERVICES
CORPORATION

By /s/ STEWART MORRIS MM
-------------------------------------
President

(Corporate Seal)

ATTEST:

/s/ MAX CRISP
- ----------------------------------
Secretary

THE STATE OF TEXAS )
COUNTY OF HARRIS )

BE IT REMEMBERED that on this 2nd day of June, 1980, personally came
before me, a Notary Public in and for the County and State aforesaid, Stewart
Morris, President of Stewart Information Services Corporation, a corporation of
the State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.

/s/ SUE M. NOLZ
------------------------------
Notary Public in and
for Harris County, Texas

[NOTARIAL SEAL]

<PAGE> 16

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

STEWART INFORMATION SERVICES CORPORATION

Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

RESOLVED, that the Certificate of Incorporation of this
corporation be amended by adding thereto Article Eleventh, which
Article shall read as follows:

Eleventh: A director of this corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation
Law hereafter is amended to authorize the further elimination
or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification
of this paragraph by the stockholders of the corporation shall
be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the
corporation existing at the time of such repeal or
modification.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

<PAGE> 17

STEWART INFORMATION SERVICES
CORPORATION

By /s/ STEWART MORRIS
-------------------------------------
President

(Corporate Seal)

ATTEST:

/s/ MAX CRISP
- ----------------------------------
Secretary

THE STATE OF TEXAS )
COUNTY OF HARRIS )

BE IT REMEMBERED that on this 18th day of May, 1987, personally came before
me, a Notary Public in and for the County and State aforesaid, Stewart Morris,
President of Stewart Information Services Corporation, a corporation of the
State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.

/s/ SANDI M. BRYANT
----------------------------------
SANDI M. BRYANT Notary Public in and
for the State of Texas

<PAGE> 18

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION

Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

RESOLVED, that the Certificate of Incorporation of this
corporation be amended by deleting the first full paragraph of Article
thereof numbered "Fourth" and adding a new first paragraph of such
Article as follows:

"Fourth: The total number of shares of stock which
the corporation shall have authority to issue is 16,500,000,
of which 15,000,000 shares of the par value of $1 each,
amounting in the aggregate to $15,000,000, shall be designated
Common Stock, and of which 1,500,000 shares of the par value
of $1 each, amounting in the aggregate to $1,500,000, shall be
designated Class B Common Stock."

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

STEWART INFORMATION SERVICES CORPORATION

By /s/ STEWART MORRIS
-------------------------------------
Stewart Morris, President

(Corporate Seal)

ATTEST:

/s/ MAX CRISP
- ----------------------------------
Max Crisp, Secretary

<PAGE> 19

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION

Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

"Fourth: The total number of shares of stock which
the corporation shall have authority to issue is 31,500,000,
of which 30,000,000 shares of the par value of $1 each,
amounting in the aggregate to $30,000,000, shall be designated
Common Stock, and of which 1,500,000 shares of the par value
of $1 each, amounting in the aggregate to $1,500,000, shall be
designated Class B Common Stock."

SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

STEWART INFORMATION SERVICES
CORPORATION

By: /s/ STEWART MORRIS
-------------------------------------
Stewart Morris, President

ATTEST:

By: /s/ MAX CRISP
----------------------------------
Max Crisp, Secretary

<PAGE> 1
EXHIBIT 10.1

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

EXECUTIVE OFFICER BONUS PLANS
DECEMBER 31, 1999

The following summarizes the terms of the bonus arrangements approved by the
Company's Compensation Committee with respect to the Company's executive
officers:

STEWART MORRIS, JR., as Chairman of the Board, shall receive in addition to his
salary, 1% on the first $20,000,000 of the consolidated income before taxes of
Stewart Title Guaranty Company as reported to its stockholders, and .75% of the
profits from $20,000,000 to $40,000,000, .50% of the profits from $40,000,001 to
$60,000,000 and .25% of the profits exceeding $60,000,000. For the calendar year
1999, Mr. Morris shall receive no less that $125,000 in bonus compensation and
his total compensation from base salaries and bonuses shall not exceed $500,000.
For the calendar year 1999, Mr. Morris received $370,000 in bonus compensation.
Total compensation shall exclude payments made by the company for insurance
premiums, board fees or stock options granted.

MALCOLM S. MORRIS, as President and Chief Executive Officer, shall receive in
addition to his salary, 1% on the first $20,000,000 of the consolidated income
before taxes of Stewart Title Guaranty Company as reported to its stockholders
and .75% of the profits from $20,000,000 to $40,000,000, .50% of the profits
from $40,000,001 to $60,000,000 and .25% of the profits exceeding $60,000,000.
For the calendar year 1999, Mr. Morris shall receive no less that $125,000 in
bonus compensation and his total compensation from base salaries and bonuses
shall not exceed $500,000. For the calendar year 1999, Mr. Morris received
$370,000 in bonus compensation. Total compensation shall exclude payments made
by the company for insurance premiums, board fees or stock options granted.

CARLOSS MORRIS, as Chairman of the Executive Committee, shall receive in
addition to his salary, 1% of the first $20,000,000 of the consolidated income
before taxes of Stewart Title Guaranty Company as reported to its stockholders
and .75% of the profits from $20,000,000 to $40,000,000, .50% of the profits
from $40,000,001 to $60,000,000 and .25% of the profits exceeding $60,000,000.
For the calendar year 1999, Mr. Morris shall receive no less than $125,000 in
bonus compensation and his total compensation from base salaries and bonuses
shall not exceed $500,000. For the calendar year 1999 Mr. Morris received
$365,000 in bonus compensation. Total compensation shall exclude any insurance
premiums, board fees or stock options granted.

STEWART MORRIS, as Vice Chairman of the Executive Committee, shall receive in
addition to his salary, 1% of the first $20,000,000 of the consolidated income
before taxes of Stewart Title Guaranty Company as reported to its stockholders
and .75% of the profits from $20,000,000 to $40,000,000, .50% of the profits
from $40,000,001 to $60,000,000 and .25% of the profits exceeding $60,000,000.
For the calendar year 1999, Mr. Morris shall receive no less than $125,000 in
bonus compensation and his total compensation from base salaries and bonuses
shall not exceed $500,000. For the calendar year 1999 Mr. Morris received
$365,000 in bonus compensation. Total compensation shall exclude any insurance
premiums, board fees or stock options granted.

MAX CRISP, as Senior Vice President - Finance, shall receive in addition to his
salary, .5% of the first $50,000,000 of the consolidated income before taxes of
Stewart Title Guaranty Company as reported to its stockholders, .40% of the
profits from $50,000,001 to $75,000,000, .30% of the profits from $75,000,001 to
$100,000,000 and .20% of the profits exceeding $100,000,000. For the calendar
year 1999, Mr. Crisp shall receive no less than $100,000 in bonus compensation
and his total compensation from base salaries and bonuses shall not exceed
$400,000. For the calendar year 1999 Mr. Crisp received $242,755 in bonus
compensation. Total compensation shall exclude any insurance premiums, board
fees or stock options granted.

<PAGE> 1
EXHIBIT 10.3

STEWART INFORMATION SERVICES CORPORATION
1999 STOCK OPTION PLAN

1. Purpose. The purpose of the Stewart Information Services Corporation
1999 Stock Option Plan (the "Plan") is to provide compensation in the form of
ownership of the common stock, $1.00 par value ("Common Stock"), of Stewart
Information Services Corporation, a Delaware corporation (the "Company"), to
executive officers of the Company and its subsidiaries, and is intended to
advance the best interest of the Company by providing certain persons having
substantial responsibility for its management and growth with additional
incentive and by increasing their proprietary interest in the success of the
Company, thereby encouraging them to remain in its employ.

2. Eligibility. The individuals who shall be eligible to participate in
the Plan ("Eligible Participants") shall be the executive officers of the
Company other than Carloss Morris and Stewart Morris. No individual shall be
eligible to receive an Option under the Plan while that individual is a member
of the Committee.

No person who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company shall be eligible to receive
an Option that is an incentive stock option unless, at the time that the Option
is granted, (i) the option price is at least 110% of the fair market value of
the Common Stock at such time and (ii) the Option by its own terms is not
exercisable after the expiration of five years from the date the Option is
granted.

A person will be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its shareholders, partners
or beneficiaries.

3. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including but not limited to the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct. All questions of interpretation and application of the Plan,
or as to options granted under it, shall be subject to the determination of a
majority of the Committee. The Committee in exercising any power or authority
granted under this Plan or in making any determination under this Plan shall
perform or refrain from performing those acts using its sole discretion and
judgment. Any decision made by the Committee or any refraining to act or any act
taken by the Committee in good faith shall be final and binding on all parties.
The Committee's decision shall never be subject to de novo review. When
appropriate the Plan shall be administered to qualify certain of the Options
granted under it as "incentive stock options" described in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

4. Stock Reserved for the Plan. The shares subject to the Plan shall
consist of unissued shares of the Common Stock or previously issued shares
reacquired and held by the Company or its subsidiaries. The total amount of the
Common Stock with respect to which options may be granted under the Plan
("Options") shall not exceed 300,000 shares in aggregate. The class and
aggregate number of shares that may be subject to Options shall be subject to
adjustment under Section 16. This number of shares shall be and is hereby
reserved for issuance pursuant to this Plan. Any of such shares that may remain
unsold and that are not subject to outstanding Options at the termination of the
Plan shall cease to be reserved for the purpose of the Plan. Should any Option
expire or be canceled before its exercise in full, the shares theretofore
subject to such option may again be made subject to an Option.

5. Grant of Options. The Committee may grant the following options any
time during the term of this Plan to any Eligible Participant that it chooses:

(a) "Incentive" Stock Options. The Committee may grant to an
Eligible Participant an Option, or Options, to buy a stated number of
shares of Common Stock under the terms and

1
<PAGE> 2

conditions of the Plan, which Option or Options would be an "incentive
stock option" within the meaning of Section 422 of the Code.

(b) "Non-incentive" Stock Options. The Committee may grant to
an Eligible Participant an Option, or Options, to buy a stated number
of shares of Common Stock under the terms and conditions of the Plan,
which Option or Options would not constitute an "incentive stock
option" within the meaning of Section 422 of the Code.

Each option granted shall be approved by the Committee. Subject only to
any applicable limitations set forth in this Plan, the number of shares of
Common Stock to be covered by an Option shall be as determined by the Committee.

6. Stock Appreciation Rights. Stock appreciation rights ("Stock
Appreciation Rights") may be included in each Option granted under the Plan to
allow the holder of an Option (an "Optionee") to surrender that Option (or a
portion of the part that is then exercisable) and receive in exchange, upon a
written request from the Optionee describing the special circumstances that
exist which create the need to use such Stock Appreciation Rights and subject to
any other conditions and limitations set by the Committee, an amount equal to
the excess of the fair market value of the Common Stock covered by the Option
(or the portion of it surrendered), determined as of the date of surrender, over
the aggregate option price of the Common Stock. The payment will be made in
shares of Common Stock valued at fair market value. Stock Appreciation Rights
may be exercised only when the fair market value of the Common Stock covered by
the Option surrendered exceeds the option price of the Common Stock.

Upon the surrender of an Option, or a portion of it, for Stock
Appreciation Rights, the shares represented by the Option (or that part of it
surrendered) shall not be available for reissuance under the Plan.

Each of the Stock Appreciation Rights (a) will expire not later than
the expiration of the underlying Option, (b) may be for no more than 100% of the
difference between the exercise price of the underlying Option and the fair
market value of a share of the Common Stock at the time the Stock Appreciation
Right is exercised, and (c) may be exercised only when the underlying Option is
eligible to be exercised.

7. Option Price. The price at which shares of Common Stock may be
purchased pursuant to an Option that is an incentive stock option shall be not
less than the fair market value of the shares of Common Stock on the date the
Option is granted. The Committee in its discretion may provide that the price at
which shares may be purchased shall be more than the minimum price required. If
an individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, the option price at which shares
may be purchased under an Option that is an incentive stock option shall be not
less than 110% of the fair market value of the Common Stock on the date the
Option is granted.

8. Duration of Options. No Option that is an incentive stock option
shall be exercisable after the expiration of 10 years from the date the Option
is granted. The Committee in its discretion may provide that the Option shall be
exercisable throughout the 10-year period or during any lesser period commencing
on or after the date of grant of the Option and ending upon or before the
expiration of the 10-year period. If an individual owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, no Option that is an incentive stock option shall be exercisable after
the expiration of five years from the date the Option is granted. No Option that
is a non-incentive stock option shall be exercisable after the expiration of 10
years from the date the Option is granted. The Committee in its discretion may
provide that the Option shall be exercisable throughout the 10-year period or
during any lesser period commencing on or after the date of grant of the Option
and ending upon or before the expiration of the 10-year period.

9. Maximum Value of Stock Subject to Options That are Incentive Stock
Options. To the extent that the aggregate fair market value (determined as of
the date the Option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by the Optionee in any calendar
year (under this Plan and any other incentive stock option plan(s) of the
Company and any parent and subsidiary corporation) exceeds $100,000, the Options
shall be treated as non-incentive stock options. In making this determination,
Options shall be taken into account in the order in which they were granted.

2
<PAGE> 3

10. Exercise of Options. An Optionee may exercise such Optionee's
Option by delivering to the Company a written notice stating (i) that such
Optionee wishes to exercise such Option on the date such notice is so delivered,
(ii) the number of shares of Common Stock with respect to which the Option is to
be exercised and (iii) the address to which the certificate representing such
shares of Common Stock should be mailed. To be effective, such written notice
shall be accompanied by (i) payment of the Option Price of such shares of Common
Stock and (ii) payment of an amount of money necessary to satisfy any
withholding tax liability that may result from the exercise of such Option. Each
such payment shall be made by cashier's check drawn on a national banking
association and payable to the order of the Company in United States dollars.

11. Transferability of Options. Options and Stock Appreciation Rights
shall not be transferable by the Optionee except by will or under the laws of
descent and distribution, and shall be exercisable, during his lifetime, only by
him.

12. Termination of Employment or Death of Optionee. Except as maybe
otherwise expressly provided herein, all Options (whether incentive or
non-incentive) shall terminate on the earlier of the date of the expiration of
the Option or one day less than three months after the date of severance, upon
severance of the employment relationship between the Company and the Optionee,
whether with or without cause, for any reason other than the death of the
Optionee, including retirement or disability, during which period the Optionee
shall be entitled to exercise the Option in respect of the number of shares that
the Optionee would have been entitled to purchase had the Optionee exercised the
Option on the date of such severance of employment. Whether authorized leave of
absence, or absence on military or government service, shall constitute
severance of the employment relationship between the Company and the Optionee
shall be determined by the Committee at the time thereof.

In the event of the death of the holder of any Option (whether
incentive or non-incentive) while in the employ of the Company and before the
date of expiration of such Option, such Option shall continue in effect until
the date of expiration of the Option. After the death of the Optionee, his
executors, administrators or any person or person to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, any time before the termination of an Option, to exercise the Option in
respect to the number of shares that the Optionee would have been entitled to
exercise if he had exercised the Option on the date of his death while in
employment.

Notwithstanding the foregoing provisions of this Section 12, in the
case of an Option that is a non-incentive stock option, the Committee may
provide for a different option termination date in the option agreement with
respect to such Option. For purposes of incentive stock options issued under
this Plan, an employment relationship between the Company and the Optionee shall
be deemed to exist during any period in which the Optionee is employed by the
Company, by any parent or subsidiary corporation, by a corporation issuing or
assuming an option in a transaction to which Section 424(a) of the Code, as
amended, applies, or by a parent or subsidiary corporation of such corporation
issuing or assuming an option. For purposes of non-incentive stock options
issued under this Plan, an employment relationship between the Company and the
Optionee will exist under the circumstances described above for incentive stock
options and will also exist if the Optionee is transferred to an affiliate
corporation approved by the Committee.

13. Requirements of Law. The Company shall not be required to sell or
issue any shares under any Option if issuing the shares shall constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority. Each Option granted under this Plan
shall be subject to the requirements that, if at any time the Board of Directors
of the Company or the Committee shall determine that the listing, registration
or qualification of the shares upon any securities exchange or under any state
or federal law of the United states or of any other country or governmental
subdivision, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue or purchase of shares subject to an Option, that Option shall not
be exercised in whole or in part unless the listing, registration,
qualification, consent, approval or representations shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors. Any
determination in this connection by the Committee shall be final. In the event
the shares issuable on exercise of an Option are not registered under the
Securities Act of 1933, the Company may imprint on the certificate for those
shares the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with the Securities Act of 1933:

<PAGE> 4

"The shares of stock represented by this certificate
have not been registered under the Securities Act
of 1933 or under the securities laws of any state
and may not be sold or transferred except upon
registration or upon receipt by the Corporation of
an opinion of counsel satisfactory to the
Corporation, in form and substance satisfactory to
the Corporation, that registration is not required
for a sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares. The Company shall
not be obligated to take any other affirmative action to cause the exercise of
an Option or the issuance of shares under the Option to comply with any law or
regulation or any governmental authority.

14. No Rights as Stockholder. No Optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date a stock
certificate is issued for the shares. Except as provided in Section 15, no
adjustment for dividends, or other matters shall be made if the record date is
before the date the certificate is issued.

15. Employment Obligation. The granting of any Option shall not impose
upon the Company any obligation to employ or continue to employ any Optionee.
The right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected because an Option has been granted
to him.

16. Adjustments. The existence of outstanding Options shall not affect
in any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock outstanding without
receiving consideration therefor in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into other equity
securities of the Company, then (a) the number, class and per share price of
shares of stock subject to outstanding Options hereunder shall be appropriately
adjusted (or in the case of the issuance of other equity securities as a
dividend on, or in a reclassification of, the Common Stock, the Options shall
extend to such other securities) in a way that entitles an Optionee to receive,
upon exercise of an Option, for the same aggregate cash compensation, the same
total number and class or classes of shares (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) he would
have held after such adjustment if he had exercised his Option in full
immediately before the event requiring the adjustment, or, if applicable, the
record date for determining shareholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under the Plan (or
in the case of a dividend of, or reclassification into, other equity securities,
such other securities) shall be adjusted by substituting for the total number
and class of shares of stock then received, the number and class or classes of
shares of stock (or. in the case of a dividend on, or reclassification into,
other equity securities, such other securities) that would have been received by
the owner of an equal number of outstanding shares of Common Stock as the result
of the event requiring the adjustment. Comparable rights shall accrue to each
Optionee upon successive subdivisions, consolidations, capital adjustment,
dividends or reclassifications of the character described above.

If the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company or any
subsidiary of the Company to acquire from such stockholders shares of, Common
Stock, at a price in excess of the Current Market Price (a "Put Right") or the
Company shall grant to all of its holders for its shares of Common Stock the
right to acquire shares of Common Stock for less than the Current Market Price
(a "Purchase Right") then, in the case of a Put Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately before the record
date for the determination of stockholders entitled to receive such Put Right by
a fraction, the numerator of which shall be the number of shares of Common Stock
then outstanding minus the number of shares of Common Stock that could be
purchased at the Current Market Price for the aggregate amount that would be
paid if all Put Rights are exercised and the denominator of which is the number
of shares of Common Stock

4
<PAGE> 5

that would be outstanding if all Put Rights are exercised; and, in the case of a
Purchase Right, the Option Price shall be adjusted by multiplying the Option
Price in effect immediately before the record date for the determination of the
stockholders entitled to receive such Purchase Right by a fraction, the
numerator of which shall be the number of shares of Common Stock then
outstanding plus the number of shares of Common Stock that could be purchased at
the Current Market Price for the aggregate amount that would be paid if all
Purchase Rights are exercised and the denominator of which is the number of
shares of Common Stock that would be outstanding if all Purchase Rights are
exercised. In addition, the number of shares subject to the option shall be
increased by multiplying the number of shares then subject to the Option by a
fraction that is the inverse of the fraction used to adjust the Option Price.
Notwithstanding the foregoing, if any such Put Rights or Purchase Rights shall
terminate without being exercised, the Option Price and number of shares subject
to Option shall be appropriately readjusted to reflect the Option Price and
number of shares subject to the Option that would have been in effect if such
unexercised Rights had never existed. Comparable adjustments shall be made upon
successive transactions of the character described above.

After the merger of one or more corporations into the Company, after
any consolidation of the Company and one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which the
Company shall be the surviving corporation, each Optionee, at no additional
cost, shall be entitled to receive, upon any exercise of his Option, in lieu of
the number of shares as to which the Option shall then be so exercised, the
number and class of shares of stock or other equity securities to which the
Optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation if at the time of such merger or consolidation such
Optionee had been a holder of a number of shares of Common Stock equal to the
number of shares as to which the Option shall then be so exercised and, if as a
result of such merger, consolidation or other transaction, the holders of Common
Stock are not entitled to receive any shares of Common Stock pursuant to the
terms thereof, each Optionee, at no additional cost shall be entitled to
receive, upon exercise of his Option, such other assets and property, including
cash to which he would have been entitled if at the time of such merger,
consolidation or other transaction he had been the holder of the number of
shares of Common Stock equal to the number of shares as to which the Option
shall then be so exercised. Comparable rights shall accrue to each Optionee upon
successive mergers or consolidations of the character described above.

After a merger of the Company into one or more corporations, after a
consolidation of the Company and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Code in which the
Company is not the surviving corporation, each Optionee shall, at no additional
cost, be entitled at the option of the surviving corporation (i) to have his
then existing Option assumed or have a new option substituted for the existing
Option by the surviving corporation to the transaction that is then employing
him, or a parent or subsidiary of such corporation, on a basis where the excess
of the aggregate fair market value of the shares subject to the option
immediately after the substitution or assumption over the aggregate option price
of such option is equal to the excess of the aggregate fair market value of all
shares subject to the option immediately before such substitution or assumption
over the aggregate option price of such shares, provided that the shares subject
to the new option must be traded on the New York or American Stock Exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System, or (ii) to receive, upon any exercise of his Option, in lieu of the
number of shares as to which the Option shall then be so exercised, the
securities, property and other assets, including cash, to which the Optionee
would have been entitled pursuant to the terms of the agreement of merger or
consolidation or the agreement giving rise to the other corporate transaction if
at the time of such merger, consolidation or other transaction such Optionee had
been the holder of the number of shares of Common Stock equal to the number of
shares as to which the Option shall then be so exercised.

If a corporate transaction described in Section 424(a) of the Code that
involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall be
canceled by the Board of Directors as of the effective date of any such
corporate transaction but before that date each Optionee shall be provided with
a notice of such cancellation and each Optionee shall have the right to exercise
such Option in full to the extent it is then still unexercised during a 30-day
period preceding the effective date of such corporate transaction.

For purposes of this Section 16, Current Market Price per share of
Common Stock shall mean the last reported price for the Common Stock in the New
York Stock Exchange--Composite Transaction listing on the trading day
immediately preceding the first trading day on which, as a result of the
establishment of a record date or otherwise,

5
<PAGE> 6

the trading price reflects that an acquiror of Common Stock in the public market
will not participate in or receive the payment of any applicable dividend or
distribution.

Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to outstanding Options.

17. Amendment or Termination of Plan. The Board of Directors may amend,
alter or discontinue the Plan, but no amendment or alteration shall be made
which would impair the rights of any Optionee under any Option theretofore
granted without his consent. The Board shall have the power to make all changes
in the Plan and in the regulations and administrative provisions under the Plan
or in any outstanding Option as in the opinion of counsel for the Company may be
necessary or appropriate from time to time to enable any Option granted pursuant
to the Plan to qualify as an incentive stock option under Section 422 of the
Code and the regulations that may be issued under that Section as in existence
from time to time.

18. Written Agreement. Each Option granted under this Plan shall be
embodied in a written option agreement, which shall be subject to the terms and
conditions prescribed above, and shall be signed by the Optionee and by the
appropriate officer of the Company for and in the name and on behalf of the
Company. Each option agreement shall contain any other provisions that the
Committee in its discretion shall deem advisable.

19. Indemnification of the Committee. The Company shall indemnify each
present and future member of the Committee against, and each member of the
Committee shall be entitled without further act on his part to indemnity from
the Company for, all expenses (including the amount of judgments and the amount
of approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by him in connection with or arising out of any action, suit or proceeding in
which he may be involved because of his being or having been a member of the
Committee, whether he continues to be such member of the Committee at the time
of incurring such expenses; provided, however, that such indemnity shall not
include any expenses incurred by any such member of the Committee (a) in respect
of matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Committee, or (b) in respect of
any matter in which any settlement is effected, to an amount in excess of the
amount approved by the Company on the advice of its legal counsel; and provided
further, that no right of indemnification under the provisions set forth herein
shall be available to or enforceable by any such member of the Committee unless,
within sixty (60) days after institution of any such action, suit or proceeding,
he shall have offered the Company, in writing, the opportunity to handle and
defend the same at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
member of the Committee and shall be in addition to all other rights to which
such member of the Committee may be entitled to as a matter of law, contract or
otherwise. Nothing in this Section 19 shall be construed to limit or otherwise
affect any right to indemnification or payment of expense, or any provisions
limiting the liability of any officer or director of the Company or any member
of the Committee, provided by law, the Certificate of Incorporation of the
Company or otherwise.

20. Effectiveness and Expiration of the Plan. The Plan shall be
effective January 1, 1999. The Plan shall expire five years and one day after
the effective date of the Plan, and thereafter no option shall be granted
pursuant to the Plan.

6
<PAGE> 7
Name of Optionee:
------------------------------------
(the "Optionee")

STEWART INFORMATION SERVICES CORPORATION

AMENDED AND RESTATED STOCK OPTION AGREEMENT

(Includes all options granted through the date hereof to the Optionee under all
stock option plans of the Company)

Stewart Information Services Corporation (the "Company") has granted to
the Optionee options to purchase the number of shares of common stock, $1.00 par
value, of the Company set forth on Annex A hereto. Annex A also sets forth the
stock option plan of the Company under which such options were granted, the
dates of grant, the prices at which such options are exercisable, the dates on
which such options first became or will become exercisable, the expiration date
of such options and whether such options are intended to be incentive stock
options governed by Section 422 of the Internal Revenue Code of 1986, as
amended.

Each option reflected on Annex A is subject to all the terms and
conditions of the stock option plan under which it was granted.

By accepting the options reflected on Annex A, the Optionee agrees to
be bound by all of the terms and conditions of the stock option plans of the
Company under which such options were granted.

The options reflected in Annex A are cumulative of and restate, and are
not in addition to, any options heretofore reflected in any stock option
agreement between the Company and the Optionee. Annex A reflects all options
granted by the Company to the Optionee through the date hereof.

Dated the ______ day of __________________, 199____.

STEWART INFORMATION SERVICES CORPORATION

By:
----------------------------------
Name:
---------------------------------
Title:
--------------------------------

ACCEPTED:

- --------------------------------------
Optionee

- --------------------------------------
Date

<PAGE> 1
EXHIBIT 21

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OF
NAME OF SUBSIDIARY INCORPORATION
------------------ --------------
<S> <C>
Stewart Title of Mobile, Inc. ............................. Alabama
Stewart Title of Anchorage ................................ Alaska
Citizens Title & Trust .................................... Arizona
Stewart Title & Trust of Phoenix, Inc. .................... Arizona
Stewart Title & Trust of Tucson ........................... Arizona
Arkansas Title Insurance Company .......................... Arkansas
First Arkansas Title Company .............................. Arkansas
Garland County Title Company .............................. Arkansas
Landata of Arkansas ....................................... Arkansas
McDonald Abstract Company ................................. Arkansas
Stewart Title of Arkansas ................................. Arkansas
Tucker Abstract ........................................... Arkansas
Landata Airborne Systems, Inc. ............................ California
API Properties Corp. ...................................... California
Asset Preservation, Inc. .................................. California
GPMD, Inc. ................................................ California
Granite Bay Holding Corp. ................................. California
Granite Properties, Inc. .................................. California
Landata, Inc. of Los Angeles .............................. California
Landata, Inc. of the West Coast ........................... California
Online Documents, Inc. .................................... California
Stewart Title of California, Inc. ......................... California
WTI Properties, Inc. ...................................... California
Stewart Title Company of Colorado Springs ................. Colorado
Stewart Title of Aspen, Inc. .............................. Colorado
Stewart Title of Denver, Inc. ............................. Colorado
Stewart Title of Eagle County, Inc. ....................... Colorado
Stewart Title of Glenwood Springs, Inc. ................... Colorado
Stewart Title of Larimer County, Inc. ..................... Colorado
Stewart Title of Pueblo ................................... Colorado
Stewart Title of Steamboat Springs ........................ Colorado
Stewart Water, L.L.C. ..................................... Colorado
The Title Specialists, L.L.C. ............................. Delaware
Advance Homestead Title, Inc. ............................. Florida
Bay Title Services, Inc. .................................. Florida
Landata Foresight ......................................... Florida
Landata, Inc. of Florida .................................. Florida
New Century Title of Orlando .............................. Florida
New Century Title of Sarasota ............................. Florida
New Century Title of Tampa ................................ Florida
Stewart Approved Title, Inc. .............................. Florida
Stewart Insurance Services, Inc. .......................... Florida
Stewart River City Title .................................. Florida
Stewart Title Company of Sarasota, Inc. ................... Florida
Stewart Title of Clearwater, Inc. ......................... Florida
Stewart Title of Jacksonville, Inc. ....................... Florida
Stewart Title of Martin County ............................ Florida
Stewart Title of Northwest Florida ........................ Florida
Stewart Title of Orange County, Inc. ...................... Florida
Stewart Title of Pensacola ................................ Florida
Stewart Title of Pinellas, Inc. ........................... Florida
Stewart Title of Polk County, Inc. ........................ Florida
Stewart Title of Tallahassee, Inc. ........................ Florida
Stewart Title of Tampa .................................... Florida
</TABLE>

(continued)
<PAGE> 2

EXHIBIT 21
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OF
NAME OF SUBSIDIARY INCORPORATION
------------------ --------------
<S> <C>
Stewart Properties of Tampa ............................... Florida
Blaine County Title, Inc. ................................. Idaho
Stewart Title Company of Idaho, Inc. ...................... Idaho
Stewart Title of Canyon County ............................ Idaho
Stewart Title of North Idaho, Inc. ........................ Idaho
Stewart Title of Pocatello ................................ Idaho
Information Services of Illinois .......................... Illinois
Landata, Inc. of Illinois ................................. Illinois
Stewart Title Company of Illinois ......................... Illinois
Cripe Title ............................................... Indiana
Mortgage Services of Indiana .............................. Indiana
Stewart Title Services of Central Indiana ................. Indiana
Stewart Title Services of Indiana, Inc. ................... Indiana
O'Rourke Title Company .................................... Kansas
Stewart Title of Louisiana, Inc. .......................... Louisiana
Cambridge Landata, Incorporated ........................... Maryland
Stewart Title Company of Maryland ......................... Maryland
Stewart Title of Detroit, Inc. ............................ Michigan
Stewart Title Company of Minnesota ........................ Minnesota
Stewart Title of Mississippi .............................. Mississippi
Stewart Title, Inc. (Kansas City) ......................... Missouri
Stewart Title of Carson City .............................. Nevada
Stewart Title of Churchill County ......................... Nevada
Stewart Title of Douglas County ........................... Nevada
Stewart Title of Nevada ................................... Nevada
Stewart Title of Northeastern Nevada ...................... Nevada
Stewart Title of Northern Nevada .......................... Nevada
Professional Title Agency ................................. New Hampshire
Stewart Title of Northern New England ..................... New Hampshire
Stewart Title of Bergen County ............................ New Jersey
Stewart Title of Central Jersey, Inc. ..................... New Jersey
Stewart Title Services of North Jersey, L.L.C. ............ New Jersey
Stewart-Princeton Abstract ................................ New Jersey
Santa Fe Abstract Limited ................................. New Mexico
Stewart Title Limited ..................................... New Mexico
River City Abstract, L.L.C. ............................... New York
Stewart Title Insurance Company ........................... New York
Stewart Title of North Carolina, Inc. ..................... North Carolina
Stewart Title of the Piedmont ............................. North Carolina
Excelsior Title Agency .................................... Ohio
National Land Title Insurance Company ..................... Ohio
Stewart Title Agency of Columbus, Ltd. .................... Ohio
Stewart Title Agency of Ohio, Inc. ........................ Ohio
Landata Research .......................................... Oklahoma
Stewart Abstract & Title Co. of Oklahoma .................. Oklahoma
Stewart Escrow & Title Services of Lawton ................. Oklahoma
Stewart Title Insurance Company of Oregon ................. Oregon
Stewart Title of Oregon ................................... Oregon
Stewart Title - Newport, LLC .............................. Rhode Island
Stewart Title of Rhode Island, Inc. ....................... Rhode Island
Advance Title Company ..................................... Texas
Allecon Title, LLC ........................................ Texas
Brazoria County Abstract .................................. Texas
</TABLE>

(continued)
<PAGE> 3

EXHIBIT 21
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OF
NAME OF SUBSIDIARY INCORPORATION
------------------ -------------
<S> <C>
Cameron County Title ...................................... Texas
Dominion Title ............................................ Texas
East-West, Inc. ........................................... Texas
Electronic Closing Services, Inc. ......................... Texas
Fulghum, Inc. ............................................. Texas
GC Acquisition, Inc. ...................................... Texas
Gracy Title Co., L.C. ..................................... Texas
Highland Solutions ........................................ Texas
Landata Field Services .................................... Texas
Landata Geo Services, Inc. ................................ Texas
Landata Group, Inc. ....................................... Texas
Landata Site Services ..................................... Texas
Landata Systems, Inc. ..................................... Texas
Landata Technologies ...................................... Texas
Medina County Title ....................................... Texas
MHI Title Company of Houston, L.C. ........................ Texas
Nacogdoches Abstract & Title .............................. Texas
Ortem Investments, Inc. ................................... Texas
Pacific Title, L.C. ....................................... Texas
Premier Title, L.C. ....................................... Texas
Primero, Inc. ............................................. Texas
Priority Resources, Inc. .................................. Texas
Priority Title - Dallas ................................... Texas
Priority Title - Houston .................................. Texas
RealEC, Inc. .............................................. Texas
Southland Information, Inc. ............................... Texas
Stewart - U.A.M., Inc. .................................... Texas
Stewart Information International, Inc. ................... Texas
Stewart Investment Services Corporation ................... Texas
Stewart Management Information, Inc. ...................... Texas
Stewart Mortgage Information Company ...................... Texas
Stewart Mortgage Processing ............................... Texas
Stewart National Order Center ............................. Texas
Stewart Title Austin, Inc. ................................ Texas
Stewart Title Company ..................................... Texas
Stewart Title Company of Rockport, Inc. ................... Texas
Stewart Title Guaranty Company ............................ Texas
Stewart Title of Corpus Christi ........................... Texas
Stewart Title of Eagle Pass ............................... Texas
Stewart Title of Lubbock, Inc. ............................ Texas
Stewart Title of Montgomery County ........................ Texas
Stewart Title of North Texas .............................. Texas
Stewart Trust Company ..................................... Texas
Texarkana Title and Abstract, Inc. ........................ Texas
Landata Inc. of Utah ...................................... Utah
Cedar Run Title & Abstract ................................ Virginia
Greenbrier Title, LLC ..................................... Virginia
Howell Title, LLC ......................................... Virginia
Land Title Research, Inc. ................................. Virginia
Potomac Title & Escrow .................................... Virginia
Resource Title, LLC ....................................... Virginia
</TABLE>

(continued)
<PAGE> 4

EXHIBIT 21
(CONTINUED)

STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OF
NAME OF SUBSIDIARY INCORPORATION
------------------ -------------
<S> <C>
Signature & Stewart Settlements, L.C. ..................... Virginia
Stewart Services of Greater Virginia ...................... Virginia
Stewart Title - Shenandoah Valley, L.C. ................... Virginia
Stewart Title & Settlement Services, Inc. ................. Virginia
Stewart Title and Escrow, Inc. ............................ Virginia
Stewart Title Services of Virginia, L.C. .................. Virginia
Stewart Title of Kittitas County .......................... Washington
Stewart Title of Washington ............................... Washington
Accurate Title ............................................ Wisconsin
Sheboygan Title Services, Inc. ............................ Wisconsin
Stewart Title of Gillette, Inc. ........................... Wyoming

INTERNATIONAL

Landata Inc. of Belize .................................... Belize
Stewart Costa Rica ........................................ Costa Rica
Stewart Information Hungary ............................... Hungary
Stewart Title Guaranty de Mexico, ABC ..................... Mexico
Stewart Data Slovakia ..................................... Slovakia
Stewart Title Great Britain ............................... United Kingdom
Stewart Title Insurance Company Limited ................... United Kingdom
</TABLE>

<PAGE> 1
EXHIBIT 23

The Board of Directors
Stewart Information Services Corporation:

We consent to incorporation by reference in the registration statements
(No. 33-48519, No. 33-48520, No. 33-58156, No. 33-59747, No. 33-62535,
No. 333-03981, No. 333-24075, No. 333-65971 and No. 333-77579) on
Form S-8 of Stewart Information Services Corporation of our report dated
February 14, 2000, except as to note 20, which is as of March 13, 2000,
relating to the consolidated balance sheets of Stewart Information Services
Corporation and subsidiaries as of December 31, 1999 and 1998 and the related
consolidated statements of earnings, retained earnings and comprehensive
earnings and cash flows for each of the years in the three-year period ended
December 31, 1999, and all related schedules, which report appears in the
December 31, 1999 annual report on Form 10-K of Stewart Information Services
Corporation.

/s/ KPMG LLP

Houston, Texas
March 23, 2000

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF DECEMBER 31, 1999 AND THE RELATED STATEMENT OF EARNINGS FOR THE YEAR
ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 36,803
<SECURITIES> 310,211
<RECEIVABLES> 52,959
<ALLOWANCES> 4,379
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 127,571
<DEPRECIATION> 81,671
<TOTAL-ASSETS> 535,741
<CURRENT-LIABILITIES> 0
<BONDS> 19,054
0
0
<COMMON> 14,696
<OTHER-SE> 270,228
<TOTAL-LIABILITY-AND-EQUITY> 535,741
<SALES> 0
<TOTAL-REVENUES> 1,071,254
<CGS> 0
<TOTAL-COSTS> 504,201
<OTHER-EXPENSES> 519,190
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,298
<INCOME-PRETAX> 46,565
<INCOME-TAX> 18,143
<INCOME-CONTINUING> 28,422
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,422
<EPS-BASIC> 1.96
<EPS-DILUTED> 1.95

</TABLE>