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                                                                    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


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         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.


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         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:


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                  "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


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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,


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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.

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                           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




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