Exhibit 10.1


 


EXECUTION VERSION


 


AGREEMENT


 


This Agreement (this “Agreement”)
is made and entered into as of October 17, 2016 by and among Stewart Information Services Corporation (the “Company”)
and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each
of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, as of the date hereof, Starboard
is deemed to beneficially own shares of Common Stock of the Company (the “Common Stock”) totaling, in the aggregate,
2,315,000 shares (the “Shares”), or approximately 9.9%, of the Common Stock issued and outstanding on the date
hereof; and


 


WHEREAS, as of the date hereof, the Company
and Starboard have determined to come to an agreement to modify the composition of the Company’s Board of Directors (the
“Board”) and as to certain other matters, as provided in this Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:


 


1.          Resignation,
Appointment, Nomination and Election of Directors; Board Committees; Replacement Rights and Related Agreements.


 


(a)          Resignation
and Appointment of Directors. Immediately after the execution of this Agreement, (1) the Company shall cause Malcolm S. Morris
and Stewart Morris, Jr. to resign from the Board and all committees thereof, (2) the Board and all applicable committees of the
Board shall take all necessary actions to (A) accept such resignations and (B) appoint each of Matthew W. Morris and Clifford
Press (the “Starboard Designee”) as a director of the Company. The Starboard Designee shall qualify as “independent”
pursuant to the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities
and Exchange Commission (the “SEC”).


 


(b)          Selection
of the New Independent Directors. Promptly following the execution of this Agreement, but in any event within ten (10) business
days hereof, the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), as
reconstituted under Section 1(i), shall take all necessary actions in good faith to (1) commence a search for two (2) new independent
directors (the “New Independent Directors”) and (2) retain a nationally-recognized director search firm to
assist as requested with such search (the “Search Firm”). The Nominating Committee shall determine and provide
the Search Firm with the appropriate skill set, qualifications and experience for the two New Independent Directors, which shall
include, among other criteria selected by the Nominating Committee from time to time, recent experience as a director or executive
officer in the technology enabled financial services industries and/or recent experience as a director or executive officer in
the title insurance industry (such criteria, the “Director Criteria”). For the avoidance of doubt, the Nominating
Committee shall determine whether any candidates for the New Independent Directors meet the Director Criteria or, regardless,
are otherwise qualified to serve as a New Independent Director. The Nominating Committee shall task the Search Firm with providing
the Nominating Committee with (i) a list of highly qualified candidates for the New Independent Directors who meet the Director
Criteria within ten (10) business days of such request, which list shall include at least eight (8) candidates, and (ii) additional
candidates from time-to-time until the Board has appointed both New Independent Directors. Starboard and any other person will
be entitled to directly suggest names of potential candidates to the Search Firm. In addition to considering the candidates suggested
by the Search Firm, the Nominating Committee will also give due consideration to Ernest D. Smith (“Mr. Smith”),Roslyn B. Payne (“Ms. Payne”) and any other candidates that the Nominating Committee believes are appropriate
for consideration, each of whom shall also be vetted by the Search Firm. Each of the New Independent Directors shall qualify as
“independent” pursuant to the NYSE listing standards and the rules and regulations of the SEC and not be an employee
or principal of Starboard.


 




     


     


    




 


(c)          Appointment
of the New Independent Directors. The Nominating Committee shall determine whether to recommend to the Board any potential
candidate(s) for appointment as the New Independent Director(s). Neither of Laurie C. Moore and Governor Frank Keating shall participate
in (i) interviewing candidates for the New Independent Directors or (ii) providing input to the Nominating Committee regarding
any such candidates. A candidate must be recommended by a majority of the Nominating Committee before his or her appointment as
a director is presented for approval by the Board. The Nominating Committee shall endeavor in good faith to present to the Board
a total of three preferred candidates for the first New Independent Director position and a total of three preferred candidates
for the second New Independent Director Position (which may include the same candidates presented for the first New Independent
Director position), or if the First New Independent Director has already been appointed, a total of two preferred candidates for
the second New Independent Director position, in each case within thirty (30) days of the Nominating Committee’s receipt
of the list of candidates from the Search Firm. Following the presentation of the preferred candidate(s) by the Nominating Committee,
representatives of the Board shall have up to seven (7) days to interview each candidate prior to the Board’s selection
and appointment of the New Independent Directors. A candidate presented to the Board will be appointed as a New Independent Director
only if approved by a Board consisting of the Starboard Designee (or Starboard Replacement Director, as applicable) with the approval
of five (5) out of the seven (7) directors participating in such determination; provided that if the first New Independent
Director has already been appointed to the Board prior to the Board’s consideration of candidates for the second New Independent
Director, then the first New Independent Director shall participate in the appointment of the second New Independent Director
and a candidate presented to the Board will be appointed as the second New Independent Director only if approved by a Board consisting
of the Starboard Designee (or Starboard Replacement Director, as applicable) with the approval of six (6) out of the eight (8)
directors participating in such determination; provided further that the selection and appointment of any person as the
New Independent Director, the First Deadlock Candidate (as defined below) or the Second Deadlock Candidate (as defined below)
as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Each of Laurie C. Moore and
Governor Frank Keating shall not vote on, and will recuse herself or himself from any discussions related to, the Board’s
selection and appointment of any of the New Independent Directors. Subject to Section 1(d), the Nominating Committee and the Board
shall continue to follow the procedures of this Section 1(c) until the New Independent Directors are appointed to the Board.


 


(d)          Timing
of the Appointment of the New Independent Directors. If the first New Independent Director is not appointed to the Board as
of the earlier of (i) the date that is sixty (60) days following the Nominating Committee’s receipt of the list of candidates
from the Search Firm and (ii) the date that is seventy-five (75) days following the date hereof (the “First Candidate
Deadline”), then Starboard may select a candidate for the first New Independent Director who qualifies as “independent”
pursuant to the NYSE listing standards and the rules and regulations of the SEC and is not an employee or principal of Starboard
and present such candidate and one of Mr. Smith or Ms. Payne to the Board (the candidate and Mr. Smith or Ms. Payne, as selected
by Starboard, the “First Deadlock Candidates”). Within five (5) business days after the later of (i) the date
that the First Deadlock Candidates submit to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives
of the Board have conducted customary interview(s) of the First Deadlock Candidates (which interviews shall have been conducted
within seven (7) days of Starboard’s selection of the First Deadlock Candidates), the Board shall select by a plurality
vote one of the First Deadlock Candidates and then a majority of the Board shall be required to and shall appoint such selection
to the Board as the first New Independent Director. In the event that no First Deadlock Candidate wins a plurality vote of the
Board, Starboard shall indicate which of the First Deadlock Candidates shall be appointed as the first New Independent Director.
If the second New Independent Director is not appointed to the Board within ninety (90) days of the date hereof, then Starboard
may select a candidate for the second New Independent Director who qualifies as “independent” pursuant to the NYSE
listing standards and the rules and regulations of the SEC and is not an employee or principal of Starboard and present such candidate
and one of Mr. Smith or Ms. Payne to the Board (the candidate and Mr. Smith or Ms. Payne, as selected by Starboard, the “Second
Deadlock Candidates”). Within five (5) business days after the earlier of (i) the date that the Second Deadlock Candidates
submit to the Company the documentation required by Section 1(l)(iv) herein and (ii) representatives of the Board have conducted
customary interview(s) of the Second Deadlock Candidates (which interviews shall have been conducted within seven (7) days of
Starboard’s selection of the Second Deadlock Candidates), the Board shall select by a plurality vote one of the Second Deadlock
Candidates and then a majority of the Board shall be required to and shall appoint such selection to the Board as the second New
Independent Director. In the event that no Second Deadlock Candidate wins a plurality vote of the Board, Starboard shall indicate
which of the Second Deadlock Candidates shall be appointed as the second New Independent Director. If the Nominating Committee
does not provide the Board with a list of the recommended candidates for each of the first and second New Independent Directors
within forty-five (45) days of the Nominating Committee’s receipt of the list of candidates from the Search Firm, then the
sixty (60) day timeline contemplated in clause (i) of the first sentence of this Section 1(d) shall be extended (without extending
the First Candidate Deadline) on a per-diem basis for each day after forty-five (45) days that the Nominating Committee delays
providing the Board with the recommendations contemplated in Section 1(c).




 




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(e)          Nomination
of the New Independent Directors. Substantially concurrently with the Board’s appointment of any candidate as the first
New Independent Director in accordance with Sections 1(c) and (d), the Board and all applicable committees of the Board shall
take all necessary actions to (A) accept the resignation of Laurie C. Moore from the Board and all applicable committees thereof,
pursuant to the irrevocable resignation letter previously delivered to the Board in accordance with Section 1(k), and (B) appoint
the first New Independent Director to such committees as the Board may determine. Substantially concurrently with the Board’s
appointment of any candidate as the second New Independent Director in accordance with Sections 1(c) and (d), the Board and all
applicable committees of the Board shall take all necessary actions to (A) accept the resignation of Governor Frank Keating from
the Board and all applicable committees thereof, pursuant to the irrevocable resignation letter previously delivered to the Board
in accordance with Section 1(k), and (B) appoint the second New Independent Director to such committees as the Board may determine.
The Board and all applicable committees of the Board shall nominate each New Independent Director to stand for election at the
2017 annual meeting of stockholders (the “2017 Annual Meeting”). Each of the Nominating Committee and the Board
shall use its reasonable best efforts and work in good faith to identify and recommend or appoint the New Independent Directors
as promptly as reasonably practicable.


 


(f)       
   Nomination and Election of Directors at the 2017 Annual Meeting. The Board and all applicable committees
of the Board shall take all action necessary so that at the 2017 Annual Meeting, the Board shall nominate for election as directors
Arnaud Ajdler, Thomas G. Apel, James Chadwick, Glenn C. Christenson, Robert L. Clarke (the “Incumbent Directors”),
the Starboard Designee (or Starboard Replacement Director, as applicable), Matthew W. Morris and the New Independent Directors.
The Board and all applicable committees of the Board shall not nominate any persons for election as directors at the 2017 Annual
Meeting other than (1) the Incumbent Directors, (2) Matthew W. Morris, (3) the Starboard Designee and (4) the New Independent
Directors (the individuals in clauses (1)-(4), the “Board Slate”). The Company will recommend and solicit proxies
for the election of the Board Slate as directors at the 2017 Annual Meeting.


 


(g)          Termination
of the Advisory Board. Substantially concurrently with the execution of this Agreement, the Board and all applicable committees
of the Board shall take all necessary action to (1) accept the resignation of each member of the advisory Board from the advisory
Board and all committees thereof, which irrevocable resignation letter was delivered to the Board in accordance with Section 1(k),
and (2) dissolve the advisory Board and terminate any existing agreements with advisory Board members regarding their service
as advisory Board members. During the Standstill Period (as defined below), the Board and all applicable committees of the Board
shall not create any advisory Board.


 


(h)          Termination
of the Executive Committee of the Board. Substantially concurrently with the execution of this Agreement, the Board and all
applicable committees of the Board shall take all necessary action to dissolve the executive committee of the Board. During the
Standstill Period, the Board and all applicable committees of the Board shall not create any executive committee of the Board.


 


(i)       
   Reconstitution of Nominating Committee. Immediately following the execution of this Agreement, the Board
and all applicable committees of the Board shall take all necessary action to reconstitute the Nominating Committee such that
the members of the reconstituted Nominating Committee shall initially be, and shall remain during the Standstill Period, Thomas
G. Apel, James Chadwick and the Starboard Designee (or the Starboard Replacement Director, as applicable), with the Starboard
Designee (or the Starboard Replacement Director, as applicable) serving as Chairperson. During the Standstill Period, the Board
shall not change the size or composition of the Nominating Committee without the prior written consent of Starboard. As promptly
as practicable after the date of this Agreement, and without affecting the obligations of the Company under this Agreement, the
reconstituted Nominating Committee shall adopt rules, procedures and a schedule governing the Nominating Committee in order to
timely fulfill its obligations under this Agreement.


 




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(j)     
     Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement
Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns as a director or is
removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership
in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum
Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with
this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement
Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such
person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the
relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement
Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets
the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this
Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by
the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall
make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5)
business days after the later of (i) such nominee having submitted to the Company the documentation required by Section
1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee.
The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly
as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after
Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not
accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not
meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the
Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in
accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the
Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later
than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not
meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard
Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as
the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance
regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable
committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable
committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or
removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than
the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of
a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any
Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard
fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required
to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement
Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement,
if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable)
has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and
(3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then
neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and
appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the
Nominating Committee.


 


(k)         Delivery
of Resignations. Concurrently with the execution of this Agreement, each of Malcolm S. Morris and Stewart Morris, Jr. has
executed and delivered to the Company an irrevocable resignation letter pursuant to which he shall immediately resign from the
Board and all applicable committees thereof and, notwithstanding any provision thereof to the contrary, waive any right to be
nominated as a director pursuant to the terms of that certain exchange agreement, dated as of January 26, 2016, by and among the
Company and Malcolm S. Morris, Matthew W. Morris, Stewart Morris, Jr., Morris Children Heritage Trust and Stewart Security Capital,
LP. Concurrently with the execution of this Agreement, each of Laurie C. Moore and Governor Frank Keating has executed and delivered
to the Company an advance irrevocable resignation letter pursuant to which he or she shall resign from the Board and all applicable
committees thereof effective upon the Board’s approval of the appointment of any candidate as the first and second New Independent
Director, respectively, in accordance with Sections 1(c) and (d). Concurrently with the execution of this Agreement, each of Paul
W. Hobby and Matthew W. Morris has executed and delivered to the Company an irrevocable resignation letter pursuant to which he
shall immediately resign from the advisory Board.




 




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(l)       
   Additional Agreements.


 


(i)          Starboard
agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible
for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate”
and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange
Act”) and shall include all persons or entities that at any time during the term of this Agreement become Affiliates
or Associates of any person or entity referred to in this Agreement.


 


(ii)         Upon
execution of this Agreement, Starboard hereby agrees that it will not, and that it will not permit any of its controlled Affiliates
or Associates to, (1) other than as set forth in this Agreement, nominate or recommend for nomination any person for election at
the 2017 Annual Meeting, directly or indirectly, (2) submit any proposal for consideration at, or bring any other business before,
the 2017 Annual Meeting, directly or indirectly, or (3) initiate, encourage or participate in any “withhold” or similar
campaign with respect to the 2017 Annual Meeting, directly or indirectly. Starboard shall not publicly or privately encourage or
support any other stockholder to take any of the actions described in this Section 1(l)(ii), provided, however, that the
foregoing shall not be deemed to limit the ability of any director of the Company to act in accordance with his or her fiduciary
duties.


 


(iii)        Starboard
agrees that it will (1) appear in person or by proxy at the 2017 Annual Meeting and vote all shares of Common Stock of the Company
beneficially owned by Starboard at the meeting, (w) in favor of the election of the Board Slate, (x) in favor of the ratification
of the appointment of KPMG LLP as the Company’s independent auditors for 2017, (y) in accordance with the Board’s recommendation
with respect to the Company’s “say-on-pay” proposal and any other Company proposal or stockholder proposal presented
at the 2017 Annual Meeting and (2) vote all shares of Common Stock of the Company beneficially owned by Starboard at any meeting
during the Standstill Period (whether at a special meeting or otherwise) in accordance with the Board’s recommendation on
any proposal relating to the removal of director(s); provided, however, that in the event Institutional Shareholder Services
Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to the Company’s “say on pay”
proposal or any other Company proposal or stockholder proposal presented at the 2017 Annual Meeting (other than proposals relating
to the election or removal of directors), Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation.


 


(iv)        Prior
to the date of this Agreement, the Starboard Designee has submitted to the Company (x) a fully completed copy of the Company’s
standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including
an authorization form to conduct a background check) required by the Company in connection with the appointment or election of
new Board members and (y) a written representation that such person, if elected as a director of the Company, would be in compliance,
and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation
FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Company that have been provided
to such person prior to the date hereof. After being identified, each of the New Independent Directors and any Starboard Replacement
Director will promptly (but in any event prior to being appointed to the Board in accordance with this Agreement) submit to the
Company (a) a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and
customary director onboarding documentation (including an authorization form to conduct a background check) required by the Company
in connection with the appointment or election of new Board members and (b) a written representation that such person, if elected
as a director of the Company, would be in compliance, and will comply with, all applicable publicly disclosed confidentiality,
corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies
and guidelines of the Company that have been provided to such person prior to such date.




 




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(v)         The
Company agrees that during the Standstill Period, the Board and all applicable committees of the Board shall not increase the size
of the Board to more than nine (9) directors.


 


2.       
   Standstill Provisions.


 


(a)          Starboard
agrees that from the date of this Agreement until the earlier of (x) the date that is fifteen (15) business days prior to the deadline
for the submission of stockholder nominations for the Company’s 2018 annual meeting of stockholders (the “2018 Annual
Meeting”) pursuant to the Company’s Third Amended and Restated By-laws and (y) the date that is one-hundred and
thirty (130) days prior to the first anniversary of the 2017 Annual Meeting (the “Standstill Period”), neither
it nor any of its Affiliates or Associates under its control will, and it will cause each of its Affiliates and Associates under
its control not to, directly or indirectly, in any manner:


 


(i)          engage
in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms
are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of
consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;


 


(ii)         form,
join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect
to the Common Stock (other than a “group” that includes all or some of the persons identified on Exhibit A,
but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided, however,
that nothing herein shall limit the ability of an Affiliate of Starboard to join the “group” following the execution
of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;


 


(iii)        deposit
any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of
any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Starboard and their Affiliates
and otherwise in accordance with this Agreement;


 


(iv)        seek,
or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal
of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of
any directors; provided, however, that nothing in this Agreement shall prevent Starboard or its Affiliates or Associates
from taking actions in furtherance of identifying director candidates in connection with the 2018 Annual Meeting so long as such
actions do not create a public disclosure obligation for Starboard or the Company and are undertaken on a basis reasonably designed
to be confidential and in accordance in all material respects with Starboard’s normal practices in the circumstances;


 


(v)         (A)
make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any
offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition
or other business combination involving the Company, or encourage, initiate or support any other third party in any such related
activity, (C) make any public communication in opposition to any Company acquisition or disposition activity approved by the Board,
prior to such activity becoming public, or (D) call or seek the calling of a special meeting of stockholders;


 


(vi)        seek,
alone or in concert with others, representation on the Board, except as specifically permitted in this Agreement;


 




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(vii)       seek
to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company
at any annual or special meeting of stockholders, except in accordance with Section 1; or


 


(viii)      make
any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company
that would not be reasonably determined to trigger public disclosure obligations for any Party.


 


(b)          Except
as expressly provided in this Agreement, each of Starboard and its Affiliates and Associates under its control shall be entitled
to (i) vote its shares on any other proposal duly brought before the 2017 Annual Meeting or otherwise vote as Starboard determines
in its sole discretion, (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the
Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor (in
each case, subject to Section 1(l)(iii)), and (iii) communicate with other companies, including competitors and potential strategic
partners of the Company, in the ordinary course of Starboard’s business in connection with Starboard’s research and
evaluation of other companies.


 


(c)          To
the extent that the Starboard Replacement Director is a principal or employee of Starboard, nothing in this Section 2(a) shall
be deemed to limit the exercise in good faith by such Starboard Replacement Director of his or her fiduciary duties solely in his
or her capacity as a director of the Company.


 


(d)          Nothing
in Section 2(a) shall be deemed to prohibit Starboard and its Affiliates and Associates from communicating privately with the Company’s
directors, officers, and advisors so long as such private communications would not be reasonably determined to trigger public disclosure
obligations for any Party.


 


3.           Representations
and Warranties of the Company.


 


The Company represents and warrants to Starboard
that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement
has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement
of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the
rights of creditors and subject to general equity principles, (c) the execution, delivery and performance of this Agreement by
the Company does not and will not violate or conflict with (1) any law, rule, regulation, order, judgment or decree applicable
to the Company or (2) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time
or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit
under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract,
commitment, understanding or arrangement to which the Company is a party or by which it is bound, and (d) the Company has reached
an agreement with Foundation Asset Management, LP whereby Foundation has withdrawn its consent solicitation to call a special meeting
of stockholders of the Company and any request to call a special meeting of stockholders of the Company.








 




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4.           Representations
and Warranties of Starboard.


 


Starboard represents and warrants to
the Company that (a) the authorized signatory of Starboard set forth on the signature page hereto has the power and authority
to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to
bind Starboard thereto, (b) this Agreement has been duly authorized, executed and delivered by Starboard, and is a valid and
binding obligation of Starboard, enforceable against Starboard in accordance with its terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement,
the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in
accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents
of Starboard as currently in effect, (d) the execution, delivery and performance of this Agreement by Starboard does not and
will not violate or conflict with (1) any law, rule, regulation, order, judgment or decree applicable to Starboard or (2)
result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could
constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or
give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract,
commitment, understanding or arrangement to which Starboard is a party or by which it is bound, (e) as of the date of this
Agreement, Starboard is deemed to beneficially own in the aggregate 2,315,000 shares of Common Stock, (f) as of the date
hereof, Starboard does not currently have and does not currently have any right to acquire any interest in any other
securities of the Company (or any rights, options or other securities convertible into or exercisable or
exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the
occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of
the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce
economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give
rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be
settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position
under any such contract or arrangement), and (g) Starboard will not, directly or indirectly, compensate or agree to
compensate each of the New Independent Directors or the Starboard Designee (other than a New Independent Director or
Starboard Replacement Director that is a principal or employee of Starboard) for his or her respective service as a nominee
or director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or
exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation directly or
indirectly related to the Company or its securities, other than, in the case of the Starboard Replacement Director, any
performance-based compensation tied to the investments of Starboard. For the avoidance of doubt, nothing herein shall
prohibit Starboard for compensating or agreeing to compensate any person for his or her respective service as a nominee or
director of any other company.


 


5.          Press
Release.


 


Promptly following the execution of this
Agreement, the Company and Starboard shall jointly issue a mutually agreeable press release (the “Press Release”)
announcing certain terms of this Agreement, in the form attached hereto as Exhibit B. Prior to the issuance of the Press
Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee or subcommittee
thereof) nor Starboard shall issue any press release or public announcement regarding this Agreement or the matters contemplated
hereby without the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard shall
make any public announcement or statement that is inconsistent with or contrary to the statements made in the Press Release, except
as required by law or the rules of any stock exchange or with the prior written consent of the other Party, and otherwise in accordance
with this Agreement.


 


6.          Specific
Performance.


 


Starboard, on the one hand, and the Company,
on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the
provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such
injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly
agreed that Starboard (or any of the entities and natural persons listed in the signature pages hereto), on the one hand, and the
Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive
relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly,
in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in
equity. This Section 6 is not the exclusive remedy for any violation of this Agreement.


 


7.          Expenses.


 


The Company shall reimburse Starboard for
its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred solely in connection with the matters
related to the 2017 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall
not exceed $105,000 in the aggregate.








 




    8 


     


    




 


8.          Severability.


 


If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties
that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of
such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts
to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held
invalid, void or enforceable by a court of competent jurisdiction.


 


9.          Notices.


 


Any notices, consents, determinations, waivers
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation
of transmission is mechanically or electronically generated and kept on file by the sending Party); (iii) upon confirmation of
receipt, when sent by email (provided such confirmation is not automatically generated); or (iv) one (1) business day after deposit
with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The
addresses and facsimile numbers for such communications shall be:


 


If to the Company: Stewart Information Services
Corporation


1980 Post Oak Blvd., Suite 800


Houston, TX 77056


Attention: Matthew W. Morris


Telephone: (713) 625-8000


Facsimile: (713) 629-2323


Email: matt@stewart.com


 


With copies (which shall not
constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP


4 Times Square


New York, NY 10036


Attention: Richard J. Grossman


Telephone: (212) 735-2116


Facsimile: (917) 777-2116


Email: Richard.Grossman@skadden.com


 


If to Starboard or any member thereof: Starboard
Value LP


777 Third Avenue, 18th Floor


New York, NY 10017


Attention: Jeffrey C. Smith


Telephone: (212) 845-7955


Facsimile: (212) 845-7989


Email: JSmith@starboardvalue.com


 


With a copy (which shall not constitute notice)
to: Schulte Roth & Zabel LLP


919 Third Avenue


New York, NY 10022


Attention: Eleazer Klein


Telephone: (212) 756-2376


Facsimile: (212) 593-5955


Email: eleazer.klein@srz.com








 




    9 


     


    




 


10.      
   Applicable Law.


 


This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws
principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of
this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or
assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court
therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a
particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits
with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the
personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any
court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any
action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of
the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any
such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent
permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an
inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter
hereof, may not be enforced in or by such courts. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.


 


11.         Counterparts.


 


This Agreement may be executed in two or
more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).


 


12.         Mutual
Non-Disparagement.


 


Subject to applicable law, each of the Parties
covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents,
subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 12, neither
it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, principals, partners, officers, key employees
or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties
or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party
or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including
any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution
of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services,
in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products
or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors),
employees, stockholders, agents, attorneys or representatives.


 


13.         Termination.


 


In the event that within one-hundred and
ten (110) days of this Agreement (the “Outside Date”), two (2) New Independent Directors (i.e., any two
(2) of the New Independent Directors, the First Deadlock Candidate or the Second Deadlock Candidate) are not serving as directors
of the Company because of regulatory issues, then Starboard may terminate this Agreement by delivering written notice to the Company
within five business days of the Outside Date and if Starboard delivers such termination notice, this Agreement and the related
documents delivered in connection herewith shall terminate and be of no further force and effect; provided, however, that in such
termination event, the Board shall take all necessary action to ensure that Starboard has not less than ten (10) business days
within which to submit nominations of director candidates for election to the Board at the 2017 Annual Meeting.





 




    10 


     


    




 





14.         Entire
Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries.


 


This Agreement contains the entire
understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No
modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and
Starboard. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party
preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder
are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall
be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs,
executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations
hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the
Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties hereto and is not
enforceable by any other persons.


 


[The remainder of this page intentionally
left blank]


 




    11 


     


    




 


IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.


 


/s/ Matthew W.
Morris


 


STEWART INFORMATION SERVICES CORPORATION


 


Name: Matthew W. Morris


Title: Chief Executive Officer


 


[Signature Page to Agreement]


 




     


     


    

 


STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD


By: Starboard Value LP, its investment manager


 


STARBOARD VALUE AND OPPORTUNITY S LLC


By: Starboard Value LP, its manager


 


STARBOARD PRINCIPAL CO GP LLC


 


STARBOARD VALUE LP


By: Starboard Value GP LLC, its general partner


 


STARBOARD VALUE GP LLC


By: Starboard Principal Co LP, its member


 


STARBOARD PRINCIPAL CO LP


By: Starboard Principal Co GP LLC, its general partner


 


STARBOARD VALUE AND OPPORTUNITY C LP


By: Starboard Value R LP, its general partner


 


STARBOARD VALUE R LP


By: Starboard Value R GP LLC, its general partner


 


STARBOARD VALUE R GP LLC


 


	By: 	/s/ Jeffrey C. Smith
	Name: Jeffrey C. Smith
	Title: Authorized Signatory


 




     


     


    




 


EXHIBIT A


 


STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE LP

STARBOARD VALUE GP LLC

STARBOARD PRINCIPAL CO LP

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE R LP

STARBOARD VALUE R GP LLC

JEFFREY C. SMITH

MARK R. MITCHELL

PETER A. FELD


  




    [Exhibit A]


     


    

 


EXHIBIT B


PRESS RELEASE


 






    [Exhibit B]


     


    




 


Stewart Announces Agreement with Starboard
on Board Composition and Governance Enhancements


 


Three New Independent Directors to be
Appointed to the Board


 


Appoints CEO Matthew Morris to Board


 


HOUSTON, October 18, 2016 — Stewart Information Services
Corporation (NYSE:STC) today announced that it has entered into an agreement with Starboard Value LP (together with certain of
its affiliates, “Starboard”) regarding the composition of the Stewart Board of Directors.


 


Stewart Chief Executive Officer Matthew Morris and a new independent
director, Clifford Press, will be appointed to the Board, effective immediately. Mssrs. Morris and Press will replace Malcolm S.
Morris and Stewart Morris, Jr., who have agreed to resign after each serving on the Board for 16 years. In addition, the Board
has committed to appoint two other new independent directors and is hiring a nationally recognized director search firm to assist
in the process. The two new independent directors will replace Laurie Moore-Moore and Frank Keating, two current members of the
Board, who have agreed to step down once the new independent directors have been identified and appointed to the Board.


 


With the addition of Mssrs. Morris and Press, and the two new
independent Board members to be named, the Stewart Board will be comprised of nine directors, eight of whom will be independent.


 


“The enhancements announced today will help us improve
Stewart’s corporate governance structure for the benefit of all shareholders, allowing us to create a truly independent Board
in-line with best practices,” said Thomas Apel, Chairman of the Stewart Board. “We welcome Clifford to the Board and
look forward to benefitting from his perspective and significant financial and investing expertise as we continue to execute on
our strategy to ensure long-term growth at Stewart. We believe the newly constituted Stewart Board, which will include substantial
industry expertise, diverse perspectives, and a wide variety of backgrounds, will help guide the Company forward.”


 


Mr. Apel continued, “On behalf of the Board, I also want
to thank Malcolm and Stewart for their service as directors and dedication to the Company. As true leaders of Stewart, they have
played an integral role in the Company’s success and have provided the rest of the Board and management team with valuable
insights and leadership over many years. They have been valued directors and their willingness to put Stewart ahead of their own
personal interests demonstrates their leadership and commitment to the Company.”


 


"We are pleased to reach an agreement that brings new perspectives
to our Board of Directors,” said Matthew Morris, Chief Executive Officer. “The management team and I look forward to
working with the entire Board toward our common goal of significantly improving shareholder value.”


 


Pursuant to the agreement, Starboard has also agreed to certain
customary standstill and voting provisions through the earlier of fifteen business days prior to the nomination deadline for the
Company’s 2018 Annual Meeting of Shareholders and one-hundred thirty days prior to the first anniversary of the Company’s
2017 Annual Meeting of Shareholders.


 




     


     


    




 


“We believe Stewart is an excellent
company, with solid fundamentals and a strong market position,” said Jeffrey C. Smith, Starboard’s CEO and Chief Investment
Officer. “We are pleased to have worked constructively with the Stewart Board to institute these enhancements, which we believe
will improve the governance and independence of the Board. We fully expect the newly constituted board to work with management
to significantly improve operations and enhance value for shareholders.”


 


Stewart also announced today that it has
entered into a separate agreement with Foundation Asset Management, LP (together with certain of its affiliates, “Foundation”),
pursuant to which Foundation has agreed, among other things, to abandon its consent solicitation seeking to call a special meeting
of Stewart’s shareholders. Foundation has also agreed to certain customary standstill and voting provisions through ten business
days prior to the nomination deadline for the 2018 Annual Meeting of Shareholders.


 


The full agreements with Starboard and
Foundation will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).


 


Skadden, Arps, Slate, Meagher & Flom
LLP is serving as legal counsel to Stewart.


 


About Matt Morris


 


Matt Morris, 45, serves as the chief executive
officer of Stewart Information Services Corporation. Previously, he was senior executive vice president for Stewart Information
Services Corporation, Stewart Title Company and Stewart Title Guaranty Company. Mr. Morris joined Stewart in May 2004 to serve
as senior vice president of Planning and Development. Prior to rejoining Stewart, he served as director and COO for a strategic
litigation consulting firm, offering trial and settlement sciences and communications strategy.


 


Mr. Morris graduated from Southern Methodist
University with a Bachelor's of Business Administration in organizational behavior and business policy, and received his MBA from
the University of Texas with a concentration in finance.


 


About Clifford Press


 


Clifford Press, 63, is an experienced governance
oriented investor, and has served on the Boards of numerous public companies in the course of his career. He currently serves as
a director of Newcastle Investment Corp and Quantum Corporation. Mr. Press has recently served as a director of GM Network, Ltd,
a private holding company providing Internet-based digital currency services and SeaBright Holdings, Inc., a specialty underwriter
of multi-jurisdictional workers' compensation insurance. In 2005 Clifford Press formed Oliver Press Partners in partnership with
Gus Oliver. The principals use their extensive legal, investment banking and transaction-oriented investing experience to execute
their investment strategy. In 1986, Mr. Press co-founded the investment company Hyde Park Holdings which engaged in a number of
investment and acquisition activities from its founding through the 1990s. From 1983 to 1986, Mr. Press began his career as an
M&A banker at Morgan Stanley and Co., Incorporated.


 


Mr. Press received his undergraduate degree
from Oxford University in England and in 1983 received an MBA from the Harvard Business School.


 




     


     


    




 


About Stewart


 


Stewart Information Services Corporation
(NYSE:STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart
Trusted ProvidersTM and family of companies. From residential and commercial title insurance and closing and settlement services
to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers
need for any real estate transaction. At Stewart, we believe in building strong relationships – and these partnerships are
the cornerstone of every closing, every transaction and every deal. Stewart. Real partners. Real possibilities.TM More information
can be found at http://www.stewart.com, subscribe to the Stewart blog at http://blog.stewart.com or follow Stewart
on Twitter® @stewarttitleco.


 


Additional Information and Where to
Find It


 


The Company, its directors and certain
of its executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s
shareholders in connection with the Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”).
Prior to the 2017 Annual Meeting, the Company will furnish a definitive proxy statement to its shareholders (the “2017 Proxy
Statement”), together with a WHITE proxy card. SHAREHOLDERS ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants,
and their director or indirect interests, by security holdings or otherwise, will be set forth in the 2017 proxy Statement and
other materials to be filed with the SEC in connection with the 2017 Annual Meeting. Shareholders will be able to obtain, free
of charge, copies of the 2017 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE
proxy card) when filed by the Company with the SEC in connection with the 2017 Annual Meeting at the SEC’s website (http://www.sec.gov),
at the Company’s website (http://www.stewart.com) or by contacting Nat Otis by phone at (713) 625-8360, by email at
nat.otis@stewart.com or by mail at Stewart Information Services Corporation, Attn: Investor Relations, 1980 Post Oak Blvd.,
Ste. 800, Houston, TX 77056.


 


Forward Looking Statements


 


Certain statements in this press release
are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to future, not past, events and often address our expected future business and financial performance.
These statements often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “will,” “foresee” or other similar words. Forward-looking statements
by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different
than those expressed in the forward-looking statements. These risks and uncertainties include, among other things: economic conditions;
adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability
of mortgage financing; our ability to respond to and implement technology changes, including the completion of the implementation
of our enterprise systems; the impact of unanticipated title losses or the need to strengthen our policy loss reserves; any effect
of title losses on our cash flows and financial condition; the impact of vetting our agency operations for quality and profitability;
changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance
products; regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; our ability to timely
and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation;
the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance
products and services; our dependence on our operating subsidiaries as a source of cash flow; the continued realization of expense
savings from our cost management program; our ability to successfully integrate acquired businesses; our ability to access the
equity and debt financing markets when and if needed; our ability to grow our international operations; and our ability to respond
to the actions of our competitors. These risks and uncertainties, as well as others, are discussed in more detail in documents
filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015,
our quarterly reports on Form 10-Q, and our Current Reports on Form 8-K. We expressly disclaim any obligation to update any forward-looking
statements contained in this press release to reflect events or circumstances that may arise after the date hereof, except as
may be required by applicable law.




 




     


     


    




 


Contacts:


 


Nat Otis, (713) 625-8360


Director-Investor Relations


nat.otis@stewart.com


 


Joele Frank, Wikinson Brimmer Katcher


Matthew Sherman / Scott Bisang / Viveca
Tress


(212) 355-4449