UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

STEWART INFORMATION SERVICES CORPORATION

1980 Post Oak Boulevard, Suite 800

Houston, Texas 77056

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 27, 2012May 3, 2013

Notice is hereby given that Stewart Information Services Corporation, a Delaware corporation, will hold its annual meeting of stockholders on April 27, 2012,May 3, 2013, at 8:30 a.m., CDT, in the First Floor Conference Room of Three Post Oak Central, 1990 Post Oak Boulevard, Houston, Texas 77056, for the following purposes:

(1) To elect Stewart Information Services Corporation’s directors;

(2) To approve an advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers;

(3) To ratify the appointment of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2012; and

(4) To transact such other business as may properly come before the meeting or any adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE FIVE NOMINEES FOR DIRECTOR TO BE ELECTED BY THE COMMON STOCKHOLDERS,FOR THE APPROVAL OF THE ADVISORY RESOLUTION REGARDING THE COMPENSATION OF STEWART INFORMATION SERVICES CORPORATION’S NAMED EXECUTIVE OFFICERS, ANDFOR THE RATIFICATION OF KPMG LLP AS STEWART INFORMATION SERVICES CORPORATION’S INDEPENDENT AUDITORS FOR 2012.VOTE:

The holders of record of Stewart’s common stock and Class B common stock at the close of business on March 1, 20122013 will be entitled to vote at the meeting.

By Order of the Board of Directors,

By Order of the Board of Directors,

J. Allen Berryman

Secretary

J. Allen Berryman

Secretary

March 23, 201228, 2013

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

THE STOCKHOLDERS’ MEETING TO BE HELD APRIL 27, 2012MAY 3, 2013

Our proxy statement for the 20122013 Annual Meeting and our Annual Report on Form 10-K

for the fiscal year ended December 31, 20112012 are available atwww.stewart.com/2012-annual-meeting2013-annual-meeting..

IMPORTANT

You are cordially invited to attend the annual meeting in person. Even if you plan to be present, you are

urged to sign, date and mail the enclosed proxy promptly. If you attend the meeting you can vote either in

person or by your proxy.

TABLE OF CONTENTS

STEWART INFORMATION SERVICES CORPORATION

1980 Post Oak Boulevard, Suite 800

Houston, Texas 77056

(713) 625-8100

PROXY STATEMENT FOR THE ANNUAL

ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 27, 2012May 3, 2013

Stewart Information Services Corporation is furnishing this proxy statement to our stockholders in connection with the solicitation by our board of directors of proxies for the annual meeting of stockholders we are holding Friday, April 27, 2012,May 3, 2013, at 8:30 a.m., CDT, in the First Floor Conference Room of Three Post Oak Central, 1990 Post Oak Boulevard, Houston, Texas 77056, or for any adjournment of that meeting. For directions to the annual meeting, please contact Ted C. Jones in Investor Relations at (713) 625-8014.

Proxies in the form enclosed, properly executed by stockholders and received in time for the meeting, will be voted as specified therein. Unless you specify otherwise, the shares represented by your proxy will be voted (i) for the board of directors’ nominees listed therein, (ii) for the approval of the advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers, and (iii) for the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2012.2013. If after sending in your proxy you wish to vote in person you may revoke or change your proxy at any timeinstructions, you may before ityour proxy is exercised by deliveringvoted deliver (i) a written notice in the form ofrevoking your proxy or (ii) a timely, later-dated proxy. Such notice or later-dated proxy shall be delivered either (i) in care of our Corporate Secretary, Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056, or (ii) in person at the meeting. Please note that stockholders who hold their shares in our 401(k) plan must provide their voting instructions no later than 11:59 p.m., Eastern time,EDT, two days prior to the meeting. We are mailing this proxy statement on or about March 23, 2012,28, 2013, to stockholders of record at the close of business on March 1, 2012.2013.

At the close of business on March 1, 2012, 18,254,5122013, 20,045,307 shares of our common stock (“Common Stock”) and 1,050,012 shares of our Class B common stock (“Class B Stock”) were outstanding and entitled to vote, and only the holders of record on such date may vote at the meeting. We will count the shares held by each stockholder who is present in person or represented by proxy at the meeting to determine the presence of a quorum at the meeting. As long as 600,000 or more shares of Class B Stock are outstanding, the Common Stock and Class B Stock will be voted as separate classes at each election of directors. Holders of our Class B Stock, whom we refer to as our Class B Stockholders, may convert their shares of Class B Stock into shares of our Common Stock on a one-for-one basis at any time.

The holders of our Common Stock, whom we refer to as our Common Stockholders, voting as a class, are entitled to elect five of our nine directors. Each Common Stockholder is entitled either to cast one vote per share for each of those five directors, or to vote cumulatively by casting five votes per share, which may be distributed in any manner among any number of the nominees for director. The enclosed form of proxy allows you to vote for all of the nominees listed therein, to withhold authority to vote for one or more of such nominees, or to withhold authority to vote for all of such nominees. If you withhold authority to vote for four or fewer of the nominees, and if there are nominees other than those nominated by the board of directors for the director positions to be elected by the Common Stockholders as listed in this proxy statement, then the persons named in the enclosed proxy may vote cumulatively by dividing the number of votes represented by the proxy equally among the nominees for whom you did not withhold authority to vote. If there are no nominees other than those nominated by the board of directors for the five positions to be elected by the Common Stockholders, the persons named in the enclosed proxy intend to allocate the votes represented by the proxy evenly among the nominees chosen by the board of directors as listed in this proxy statement. If there are any additional nominees for such positions, the persons named in the enclosed proxy will vote cumulatively to elect as many as possible of the nominees chosen by the board of directors. If it is not possible to elect each of the five nominees chosen by the board of directors, the persons named in the enclosed proxy will have discretion as to how they allocate the votes among the Company nominees chosen by the board of directors.

Unless there are director nominees other than those nominated by the board of directors, withholding of authority to vote in the enclosed proxy will not affect the election of those directors for whom you withhold authority to vote because our Amended and Restated By-Laws provide that directors are elected by a plurality of the shares voted in person or by proxy. For the purpose of electing directors, broker non-votes are not treated as a vote cast affirmatively or negatively, and therefore will not affect the outcome of the election of directors. Both abstentions and broker non-votes are counted for purposes of determining the presence of a quorum.

Our Class B Stockholders, voting as a class, are entitled to elect the remaining four of our nine directors. Each Class B Stockholder has the right to vote, in person or by proxy, the number of shares owned by himit owns for those four directors for whose election heit has a right to vote.

Our Common Stockholders and Class B Stockholders will vote together as a single class with respect to the approval of the advisory resolution regarding the compensation of our named executive officers. Approval of this proposal requires the affirmative vote of the majority of the shares voted at the meeting. Brokers do not have discretionary authority to vote shares on the proposal without direction from the beneficial owner. Broker non-votes will not be counted. Abstentions, which will be counted as shares present for purposes of determining a quorum, will not be considered in determining the results of the voting for this proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, the shares represented by your proxy will be voted “FOR” the approval of this proposal.

Our Common Stockholders and Class B Stockholders will vote together as a single class with respect to the ratification of the appointment of KPMG LLP as our independent auditors for 2012.2013. The ratification of this proposal requires the affirmative vote of the majority of the shares voted at the meeting. Under New York Stock Exchange (“NYSE”) rules, the approval of our independent auditors is considered a routine matter, which means that brokerage firms may vote in their discretion on this proposal if the beneficial owners do not provide the brokerage firms with voting instructions. Abstentions, which will be counted as shares present for purposes of determining a quorum, will not be considered in determining the results of the voting for this proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, we will vote them “FOR” the approval of this proposal.

Except as otherwise specifically noted, the “Company,” “SISCO,” “we,” “our,” “us,” and similar words in this proxy statement refer to Stewart Information Services Corporation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 1, 20122013 with respect to persons we believe to be the beneficial owners of more than 5% of either class of our voting shares (giving effect to the conversion of our 6.00% Convertible Senior Notes due 2014 into shares of our Common Stock):shares:

(5)	Manulife Financial Corporation, through its wholly owned subsidiaries, Manulife Asset Management (North America) Limited and Manulife Asset Management (US) LLC, reported sole voting and dispositive powers with respect to all of such shares in its report on Schedule 13G filed February 13, 2012.

(6)

Whitebox Advisors, LLC, as an investment adviser, reported shared voting and dispositive powers with respect to all of such shares in its report on Schedule 13G filed February 14, 2012,13, 2013, which it filed with Whitebox Advisors, LLC, Whitebox Multi-Strategy Advisors, LLC, Whitebox Multi-Strategy Partners, L.P., Whitebox Multi-Strategy Fund, L.P., Whitebox Multi-Strategy Fund, Ltd., Whitebox Concentrated Convertible Arbitrage Advisors, LLC, Whitebox Concentrated Convertible Arbitrage Partners, L.P., Whitebox Concentrated Convertible Arbitrage Fund, L.P., Whitebox Concentrated Convertible Arbitrage Fund, Ltd., Whitebox L/S Equity Advisors, LLC, Whitebox L/S Equity Partners, L.P., Whitebox L/SLong Short Equity Fund, L.P., Whitebox L/S Equity Fund, Ltd.,and HFR RVA Combined Master Trust, and IAM Mini-Fund 14 Limited.Trust. These securities include 104,810 shares of the Company’s Common Stock, and 1,273,370 shares of the Company’s Common Stock underlying the Company’s 6.00% Convertible Senior Notes due 2014 held by certain affiliates of Whitebox Advisors, LLC. Whitebox Advisors, LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

(6)

Manulife Asset Management (North America), a wholly owned subsidiary of Manulife Financial Corporation, reported sole voting and dispositive power with respect to 5,692 shares in its report on Schedule 13G filed on February 13, 2013. Manulife Asset Management (US) LLC, a wholly owned subsidiary of Manulife Financial Corporation, reported sole voting and dispositive power with respect to 1,283,556 shares in its report on Schedule 13G filed on February 13, 2013. Accordingly, Manulife Financial Corporation, by virtue of its ownership of Manulife Asset Management (North America) and Manulife Asset Management (US) LLC, may be deemed to have beneficial ownership of 1,289,248 shares.

(7)	Manulife Asset Management (US) LLC reported sole voting and dispositive power with respect to 1,283,556 shares in its report on schedule 13G filed on February 13, 2013. For additional information see footnote (6) above.

(8)	The Vanguard Group reported sole voting power with respect to 24,482 of such shares, sole dispositive power with respect to 1,094,072 shares and shared dispositive power with respect to 22,982 shares in its report on Schedule 13G filed February 11, 2013.

Our Class B Stockholders have entered into an agreementare parties to certain agreements requiring, among other things, that the Class B Stockholders maintain an equala certain balance in their percentage ownership of the shares of Class B Stock by Malcolm S. Morris and by Stewart Morris, Jr. and Stewart Morris, collectively.Stock. Such agreementagreements also providesprovide for rights of first refusal among themselvesthe holders with respect to Class B Stock in the event of the death orof a holder of Class B Stock, the voluntary or involuntary disposition of Class B Stock and upon certain other specified conditions. ByIn 2012, by agreement among the holders, Malcolm S. Morris Matthew W. Morris and Stewart Morris, Jr., Malcolm S. Morris has transferred 250,000246,852 shares of Class B Stock to MCH Trust, and Stewart Morris, Jr. transferred 495,006 shares of Class B stock to SSCLP. The transfer of shares from Malcolm S. Morris to the MCH Trust and from Stewart Morris, Jr. to SSCLP received the consent of Malcolm S. Morris, Stewart Morris, Jr., and Matthew W. Morris who hasunder pre-existing disclosed agreements expiring March 1, 2020, that prohibit conversion of the Class B shares to Common stock. All holders of Class B Stock have agreed that all such Class B Stock shall remain subject to all the terms of the agreement amongexisting agreements. Malcolm S. Morris, and Stewart Morris, Jr. and Stewart Morris, collectively. Malcolm S. MorrisMCH Trust, and Matthew W. Morris collectively own 50% of the Class B Stock, and Stewart Morris, Jr. ownsand SSCLP collectively own 50% of the Class B Stock.

The following table sets forth information as of March 1, 20122013 with respect to each class of our capital stock beneficially owned by our named executive officers, directors and nominees for director, and by all our executive officers, directors and nominees for director as a group:

(1)	Unless otherwise indicated, the beneficial owner has sole voting and dispositive power with respect to all shares indicated.

(2)

Includes 1,600 shares subject to stock options, 5,00035,894 shares of restricted stock, that will vest 20% each year over five years beginning March 10, 2012, 4,000 shares of restricted stock that will vest ratably over four years beginning March 10, 2012, and 477479 shares owned through the Company’s 401(k) plan.

(3)	Includes 25,000 shares subject to stock options, 10,00017,820 shares of restricted stock that will vest 20% each year over five years beginning March 10, 2012, and 8,000 shares of restricted stock that will vest ratably over four years beginning March 10, 2012.

(4)	Includes 25,000 shares subject to stock options, 10,000 shares of restricted stock that will vest 20% each year over five years beginning March 10, 2012, and 8,000 shares of restricted stock that will vest ratably over four years beginning March 10, 2012.

(5)	Includes 4,000 shares of restricted stock that will vest 20% each year over five years beginning March 10, 2012, 3,200 shares of restricted stock that will vest ratably over four years beginning March 10, 2012, and 11 shares owned through the Company’s 401(k) plan.

(6)(4)

Includes 6,3006,000 shares subject to stock options, 6,000and 15,218 shares of restricted stock that will vest 20% each year over five years beginning March 10, 2012, and 4,800stock.

(5)	Includes 10,512 shares of restricted stock that will vest ratably over four years beginning March 10, 2012.stock.

(6)	Includes 18,077 shares of restricted stock.

(7)	Includes 14,000 shares of restricted stock.

(8)	Includes 14,000 shares of restricted stock.

The mailing address of each director and executive officer shown in the table above is c/o Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056.

Section 16(a) Beneficial Ownership Reporting Compliance

Each of our directors and certain officers are required to report to the Securities and Exchange Commission, by a specified date, his or her transactions related to our Common Stock or our Class B Stock. Based solely on a review of the copies of reports furnished to us or written representations that no other reports were required, we believe that all filing requirements applicable to our executive officers, directors and greater-than 10% beneficial owners were met during 2011.2012, except as follows: Matthew Morris failed to timely three reports covering four transactions, Allen Berryman failed to timely file two reports covering two transactions, Malcolm S. Morris failed to timely file two reports covering two transactions, Stewart Morris, Jr. failed to timely file two reports covering two transactions, Michael Skalka failed to timely file one report covering one transaction, Jason R. Nadeau failed to timely file two reports covering two transactions, George L. Houghton failed to timely file two reports covering two transactions, and Glenn H. Clements failed to timely file two reports covering two transactions.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At our annual meeting, our stockholders will elect nine directors, constituting the entire board of directors. Our Common Stockholders are entitled to elect five directors, and our Class B Stockholders are entitled to elect four directors. The Chairman of the board of directors is elected by the board following the annual meeting of stockholders. Our Class B Stockholders are entitled to nominate the person to serve as Chairman of the board of directors.

Common Stockholders’ Nominees

The following persons have been nominated by the board of directors to be elected as directors by our Common Stockholders. The persons named in your proxy intend to vote the proxy for the election of each of these nominees, unless you specify otherwise. Although we do not believe that any of these nominees will become unavailable, if one or more should become unavailable before the meeting, your proxy will be voted for another nominee, or other nominees, selected by our board of directors.

Each of the five nominees for election by our Common Stockholders was elected by the Common Stockholders at our 20112012 annual meeting of stockholders.

Dr. Hodoserves as Chairman of the board of directors. Dr. Hodo served as President of Houston Baptist University for more than 19 years and became President Emeritus of the University in 2006. Dr. Hodo served on the board of directors of U.S. Global Investors, a public mutual fund, from 1981 to 2006, including holding the positions of ChairmanChair of the Audit Committee from 1991 to 2004 and Chairman of the Boardboard of Directorsdirectors from 1999 to 2004. He served on the board of directors of Southern National Bank of Sugar Land, Texas, from 1995 to 2000, and was a member of theirits Audit Committee during that tenure. Dr. Hodo also served on the board of directors of Security Bank of Amory, Mississippi, from 1994 to 2003 and on their Audit and Long-Range Planning Committees.

Ms. Allenserves as ChairmanChair of the Technology Advisory Committee. Ms. Allen is currently serving as Chairman and CEOChief Executive Officer of The Santa Fe Group, a strategic consulting company that serves the financial sector in the areas of payments, fraud, information security and regulatory reform. Until 2007, Ms. Allen served as founding CEOChief Executive Officer of BITS, a consortium of the 100 largest financial services companies in the United States, which led the industry in developing best practices and strategies for the industry in fraud prevention, cybersecurity, business continuity, anti-terrorism, payments and e-commerce. Ms. Allen is a director of El Paso Electric Company, serving on its Compensation, External Affairs and Energy and Natural Resources Committees. Ms. Allen is also a director at Synovus Financial Corporation, serving on its Risk and Nomination and Governance Committees. In addition, she is on the advisory board of Houlihan Lokey and a number of nonprofit boards.

Mr. Clarkeserves as ChairmanChair of the Audit Committee. Mr. Clarke has been a partner of the law firm Bracewell & Giuliani LLP for more than the past five years. Mr. Clarke also serves as a director and member of the Audit CommitteesCommittee of the boards of Mutual of Omaha Insurance Company and Eagle Materials Inc., a NYSE-listed manufacturer of building materials.materials, and as a director of Mutual of Omaha Insurance Company. He served as U.S. Comptroller of the Currency from December 1985 through February 1992.

Ms. Mooreserves as ChairmanChair of the Compensation Committee. Ms. Moore is the founding CEOChief Executive Officer of the Institute for Luxury Home Marketing, an international training and membership organization targeting real estate

agents who work in the luxury residential market (the “Institute”). For the 12 years prior to founding the Institute in 2003, Ms. Moore was Managing Partner of Real Trends, Inc., a publishing, research, and strategic consulting company serving brokerage company owners and the top management of national real estate franchise brands. She has been an industry speaker for more than 25 years. She is a National Association of Corporate Directors Board Fellow.

Dr. Porterserves as ChairmanChair of the Nominating and Corporate Governance Committee. Dr. Porter is currentlya Professor Emeritus of the University of Oklahoma, and recently served as Associate Dean, College of Natural Science, at The University of Texas at Austin, Research Professor, Acting Director and Department Chair of the University of Texas Marine Science Institute and a Professor Emeritus of the University of Oklahoma.from 2011 to 2012. Prior to his retirement from the University of Oklahoma, he served as University Professor and Regents Chair of Engineering at that university. From 1998 to 2006 he served as University Vice President for Technology Development and also served as Dean of the College of Engineering from 1998 to 2005. Prior to those appointments, he had served as President and Chief Executive Officer of Houston Advanced Research Center, a nonprofit research consortium, for more than five years. He also served as an Adjunct Professor of Electrical Engineering at Rice University for more than five years prior to his appointment with the University of Oklahoma. Dr. Porter also previously served as a director of Electro Scientific Industries, Inc. (ESI) in Portland, Oregon, and Bookham Technology (now Oclaro, Inc.) in San Jose, California. Dr. Porter served, at various times, as ESI’s Chairman of the Board and also on its Audit, Technology and Nominating and Corporate Governance Committees. Dr. Porter served, at various times, as either chairman or a member of Bookham’s Compensation, Audit and Nominating and Corporate Governance Committees.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF THE FIVE NOMINEES FOR DIRECTOR.

Class B Common Stockholders’ Nominees

The following persons have been nominated as directors to be elected by our Class B Stockholders. The persons named in the Class B Stockholders’ proxies intend to vote the proxies for the election of the nominees named below, unless otherwise specified. Although we do not believe that any of these nominees will become unavailable, if one or more should become unavailable before the meeting, proxies will be voted for another nominee, or other nominees, selected by the Class B Stockholders.

Each of these nominees was elected as director by our Class B Stockholders at our 20112012 annual meeting of stockholders.

Mr. Apel currently serves as ChairmanChief Executive Officer of VLN, Inc. a non-conforming mortgage lending operation located in Edmond, Oklahoma. He is also a research affiliate with the Executive Committee. Mr. ApelMassachusetts Institute of Technology currently serves infocused on business model taxonomy and IT portfolio strategies. From 2006 until January 1, 2013, he was President of Intrepid Ideas Inc., a product development, technology evaluation and business development rolestrategy consulting firm for Adfitech, Inc. the nation’s largest mortgage quality-control outsourcing firm. Mr. Apel founded Adfitech in 1983, subsequently sold the company in 1996financial services and has remained involved in various capacities. Fromreal estate finance companies. Prior to 2006, to September 2009, Mr. Apelhe served as ChairmanPresident and CEO of Adfitech. In May 2009, Adfitech, Inc. filed for bankruptcy together with its parent company, Thornburg Mortgage, Inc. Adfitech, Inc. emerged from bankruptcy in 2010. From 2002 to 2006 Mr. Apel was Chairman and CEOChief Executive Officer of Centex Title and Ancillary Services, and was responsible for management, strategy development and implementation of a wholly owned subsidiary of Centex Corporation.highly profitable business unit containing national title, escrow, title insurance and property and casualty insurance operations. His background also includes extensive experience in mortgage lending and related real estate lending operations.

Mr. Hobbyis founding chairmanChairman of Genesis Park, L.P., a Houston-based private equity business specializing in energy technology and communications investments. He served from 2004 through 2011 as the CEOChief Executive Officer of Alpheus Communications, Inc., a Texas wholesale telecommunications provider, and, from 2002 to 2006, as Chairman of CapRock Services, Inc., the largest provider of satellite services to

the global energy business. Mr. Hobby

previously served on the boards of fourseveral publicly traded companies: Coastal Bancorp, Inc.companies and Aronex Pharmaceutical, Inc. from 1999 through 2001, Amegy Bank of Texas, Inc. from 2002 through 2005, and EGL, Inc. from 2001 through 2007. He currently serves on the board of NRG Energy, Inc., Mr. Hobby is Chairman of the Houston Branch of the Federal Reserve Bank of Dallas, Chairman-elect of the Greater Houston Partnership, and a nonutility power generation company.member of the Texas Ethics Commission.

Malcolm S. Morrishas served as a Vice Chairman of the Company since November 2011, Chairman of the Boardboard of Directorsdirectors and Co-Chief Executive Officer from 2000 until November 2011, and Senior Executive Vice President—Assistant Chairman for more than five years prior to that time. Malcolm S. Morris has also served for more than the past five years as Chairman of the Board and Chief Executive Officerboard of Stewart Title Guaranty Company and Chairman of the Board of Stewart Title Company.

Stewart Morris, Jr.has served as a Vice Chairman of the Company since November 2011 and, prior to that, as President and Co-Chief Executive Officer from 2000 until November 2011. Stewart Morris, Jr. has also served as President and Chief Executive Officer of Stewart Title Company and Chairman or Senior Chairman of the Boardboard of Stewart Title Guaranty Company since 1991.

Malcolm S. Morris and Stewart Morris, Jr. are first cousins. Matthew W. Morris is the son of Malcolm S. Morris.

CORPORATE GOVERNANCE

Board of Directors

We are managed by a board of directors comprised of nine members, five of whom are elected by our Common Stockholders and four of whom are elected by our Class B Stockholders. A majority of the members of the board of directors are “independent” within the meaning of the listing standards of the NYSE. These directors are: E. Douglas Hodo, Chairman of the Boardboard of Directors,directors, Catherine A. Allen, Thomas G. Apel, Robert L. Clarke, Laurie C. Moore and W. Arthur Porter. The board of directors has determined that none of these directors has any material relationship with us or our management that would impair the independence of their judgment in carrying out their responsibilities to us. In making this determination, the board of directors considers any transaction, or series of similar transactions, or any currently proposed transaction, or series of similar transactions, between us or any of our subsidiaries and a director to be material if the amount involved exceeds $120,000, exclusive of directors’ fees, in any of our last three fiscal years.

The Chairman of the board of directors is elected by the board following the annual meeting of stockholders. Our Class B Stockholders are entitled to nominate the person to serve as Chairman of the board of directors. Malcolm S. Morris served as our Chairman of the Board of Directors and Co-Chief Executive Officer from 2000 until November 2011, when he became Vice Chairman of the Board of Directors. Stewart Morris, Jr. served as our President and Co-Chief Executive Officer from 2000 until November 2011, when he became Vice Chairman of the Board of Directors. As discussed below, Malcolm S. Morris and Stewart Morris, Jr. serve as two of the members of our five-member Executive Committee, which may exercise all of the powers of the board of directors, except those specifically reserved to the board of directors by resolution of the board or applicable law. Dr. E. Douglas Hodo currently serves as our Chairman of the Board of Directors. As discussed below, Dr. Hodo also presides over the regular and any special meetings of our non-management directors. Our non-management directors meet prior to each regularly scheduled board meeting.

All of our directors shall be elected at the annual meeting of stockholders and hold office until the next annual election or until his or her successor shall be elected and shall qualify. Any action by the board of directors requires the affirmative vote of at least six members.

All of our officers shall be elected annually by the board of directors and hold office until his or her successor shall be chosen and shall be qualified, or until his or her death or the effective date of his or her resignation or removal for cause. The act of six of the directors shall be the act of the board of directors except as may be otherwise specifically provided by statute, by the Certificate of Incorporation, or by the Company’s Amended and Restated By-Laws.

During 2011,2012, the board of directors held fourfive regular meetings, onetwo special meeting,meetings, one retreat, and executed three consents in lieu of meetings. Each director attended each of such meetings, except that at onetwo of such regular meetings only eight of the nine directors were in attendance, and at the special meeting only six of the nine directors were in attendance. The board of directors has an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and a Technology Advisory Committee. See “Committees of the Board of Directors” below.

The board of directors has adopted theStewart Code of Business Conduct and Ethics, Guidelines on Corporate GovernanceandCode of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer, each of which is available on our website atwww.stewart.com/investor-relations/corporate-compliancecorporate-governance and in print to any stockholder who requests it. We intend to disclose any amendment to or waiver under ourCode of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officerby posting such information on our website. OurGuidelines on Corporate Governanceand the charters of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, and the CompensationExecutive Committee require an annual self-evaluation of the performance of the board of directors and of such committees, including the adequacy of such guidelines and charters. The charters of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee are available on our website atwww.stewart.com/investor-relations/corporate-compliancecorporate-governance and in print to any stockholder who requests them.

OurGuidelines on Corporate Governancestrongly encourages attendance in person by our directors at our annual meetings of stockholders. All of our directors except one attended our 20112012 annual meeting of stockholders.

Director Qualifications

Each of our directors is an individual of high character and integrity, with an inquiring mind, and works well with other members of the board of directors and our management team. While we recognize that several directors had withhold votes cast last year, upon conversations with our shareholders, we concluded that the withhold votes were tied more to pay equity and performance than specific director qualifications. Based upon the responsiveness of the board in responding to shareholder concerns, we believe that the combined experience, qualifications, attributes and skills of our directors provide the Company with excellent leadership, especially in these challenging times. Each director nominee brings a unique background and set of skills to the board, giving the board of directors, as a whole, competence and experience in

a wide variety of areas, including insurance, real estate, technology, strategic planning, corporate governance, executive management, academic, accounting, finance, government and international business. The following is a discussion of the particular experience, qualifications, attributes and skills of each of our director nominees that are considered important by the board of directors.

Catherine A. Allen.Ms. Allen has extensive knowledge and experience in technology, financial services and public policy, as well as significant corporate management experience. Her company, The Santa Fe Group, and former employer, BITS, are responsible for developing industry best practices in risk management. She also has experience in establishing best practices and standards for information security and fraud prevention.prevention, and has extensive experience and contacts in the regulatory environment at a federal and New Mexico state level.

Thomas G. Apel.Mr. Apel has significant knowledge of and experience in both the mortgage industry.and title industries. Mr. Apel also has extensive experience in technology and start-up businesses.

Robert L. Clarke.Mr. Clarke has extensive experience in business, government, banking, and legal and regulatory matters.

Paul W. Hobby.Mr. Hobby has extensive experience in private equity and mergers and acquisitions, as well as significant experience in public affairs.

Dr. E. Douglas Hodo.Dr. Hodo has extensive experience in administration and finance matters. He has a Ph.D. in economics and finance with over 30 years’ experience in financial risk assessment and analysis as both a consultant and professor.

Laurie C. Moore.Ms. Moore has a broad understanding of the real estate business developed during a more than 30-year35-year career in the industry. She brings to the board strategic marketing skills, honed as an industry researcher and consultant to top management, and has experience as a founder and top executive of three successful businesses serving the residential brokerage industry. As Executive Director of two residential brokerage CEOChief Executive Officer groups, she gained functional financial experience, including more than 10 years supervising and coordinating preparation of combined financial summaries for 12 major firms in the real estate industry for CEOChief Executive Officer peer review. Ms. Moore is invaluable in assessing the subject matter expertise, knowledge, background and experience of potential director nominees. She is a National Association of Corporate Directors Board Fellow.

Malcolm S. Morris.Malcolm S. Morris has over 40 years of experience in the title insurance industry and has served as President of the Texas Land Title Association and the American Land Title Association. Having worked for the Company for over four decades, he has intimate knowledge of the Company and its legal and regulatory matters. He has a J.D. and an MBAa Masters of Business Administration with a focus on finance and banking.

Stewart Morris, Jr.Stewart Morris, Jr. has over 40 years of experience in the title insurance industry and has intimate knowledge of the Company. Stewart Morris, Jr. is also an expert in real estate information technology,

including technologies related to productivity, e-commerce and settlement services, and has led the Company’s expansion into related lender services, automated land record systems, courthouse automation and international land registries. He has a B. A.Bachelor of Arts degree. in economics and political science from Rice University and an MBAa Masters of Business Administration with a focus on finance and real estate from The University of Texas.

Dr. W. Arthur Porter.Dr. Porter has extensive knowledge and experience in technology and intellectual property matters. Dr. Porter also has significant administrative and board experience and, as ChairmanChair of our Nominating and Corporate Governance Committee, was instrumental in the Company’s recent reorganization.

For additional information regarding the background and experience of our director nominees, please see each nominee’s biographical information under Proposal No. 1.

Risk Oversight

The board of directors has ultimate responsibility for protecting stockholder value. Among other things, the board of directors is responsible for understanding the risks to which we are exposed, approving management’s strategy to manage these risks, and monitoring and measuring management’s performance in implementing the strategy. The board of directors works with its committees and management to effectively implement its risk oversight role.

The Audit Committee, with the assistance of management, oversees the risks associated with the integrity of our financial statements, our compliance with legal and regulatory requirements, and our liquidity requirements and other exposures to financial risk. The Audit Committee reviews with management, externalindependent auditors and internal auditors (the internal audit function has been outsourced to Deloitte & Touche LLP) the accounting policies, the system of internal controls and the quality and appropriateness of disclosure and content in the financial statements or other external financial communications. The Audit Committee, with the assistance of our legal department and human resources department, also performs oversight of our various conduct and ethics programs and policies, including theStewart Code of Business Conduct and Ethics, reviews these programs and policies to assure compliance with applicable laws and regulations, and monitors the results of our compliance efforts. To the extent the Audit Committee identifies any material risks or related issues, the risks or issues are addressed with the full board of directors.

The Nominating and Corporate Governance Committee, with the assistance of management, oversees risks associated with administering ourGuidelines on Corporate Governanceand is responsible for reviewing and making recommendations for selection of nominees for election as directors by Common Stockholders. To the extent the Nominating and Corporate Governance Committee identifies any material risks or related issues, the risks or issues are addressed with the full board of directors.

The Compensation Committee, with the assistance of management, oversees risks associated with our compensation programs and policies. To the extent the Compensation Committee identifies any material risks or related issues, the risks or issues are addressed with the full board of directors.

The Technology Advisory Committee, with the assistance of management, oversees risks associated with matters relating to information security, IT controls, business continuity, disaster recovery and other risk-management activities. To the extent the Technology Advisory Committee identifies any material risks or related issues, the risks or issues are addressed with the full board of directors.

Advisory Directors

In addition to the directors elected by our Common Stockholders and Class B Stockholders, from time to time our board of directors appoints advisory directors. These individuals are selected based on their potential as future candidates for our board of directors. This gives potential director candidates the opportunity to learn firsthand about the Company and provides a bench of candidates who have gone through the learning curve regarding the Company, its products, policies and business practices. If elected, they are ready to fully engage as directors. Governor Frank Keating, President and CEO of the American Bankers Association, and Matthew W. Morris, the Company’s Chief Executive Officer (“CEO”), currently serve as advisory directors. Our advisory directors receive notice of and regularly attend meetings of our board of directors and committees on which they serve as non-voting members. They provide valuable insights and information, but are not included in quorum and voting determinations. AdvisoryNon-employee advisory directors receive the same compensation for their services as our elected directors receive. Employee advisory directors do not receive but theyany pay as an advisory director (see Footnote 1, Page 38). All advisory directors attend meetings at the pleasure of the board.

Committees of the Board of Directors

The board of directors of the Company has the following committees: Executive, Audit, Nominating and Corporate Governance, Compensation and Technology Advisory.

Executive Committee.The Executive Committee may exercise all of the powers of the board of directors, except those specifically reserved to the board of directors by law, orby resolution of the board of directors.directors, or by the Executive Committee Charter. The Executive Committee currently consists of Thomas G. Apel (Chair), Robert L. Clarke, Paul W. Hobby, Malcolm S. Morris and Stewart Morris, Jr. During 2011,2012, the Executive Committee held threefive meetings, at which all members were present, except that one director missed one meeting, and executed ninethirteen consents in lieu of meetings.

Audit Committee.It is the Audit Committee’s duty to assist the board of directors in monitoringfulfilling its oversight responsibility of (i) the integrity of the financial statements of the Company, (ii) the independent auditors’ qualifications, independence, and independence,performance, (iii) the Company’s system of controls over financial reporting, performance of the Company’sits internal audit function, which has been outsourced to Deloitte & Touche LLP,independent auditors, and independent auditors,compliance with ethical standards adopted by the Company, and (iv) the compliance by the Company with legal and regulatory requirements. The Audit Committee has sole authority to appoint or replace our independent auditors. The Audit Committee has the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties. The Audit Committee operates under a written charter adopted by our board of directors, a copy of which is available on our website atwww.stewart.com/investor-relations/corporate-compliancecorporate-governance. The Audit Committee currently consists of Robert L. Clarke (Chair), Thomas G. Apel, Dr. E. Douglas Hodo and Laurie C. Moore. During 2011,2012, the Audit Committee held eight regular meetings and two special meetings, at which all members were present except that at one of such regular meetings only three of the four directors were in attendance, and at one of such special meetings only two of the fourthree directors were in attendance. Each of the members of the Audit Committee is “independent” as defined under the listing standards of the NYSE and the Securities Exchange Act of 1934, and the board of directors has determined that Dr. HodoMr. Clarke is an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission. No member of our Audit Committee serves on the audit committees of more than three public companies. The Audit Committee has the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with the Audit Committee may do so by writing in care of Chairman, Audit Committee, Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056.

The Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communication with the Audit Committee concerning independence, and has discussed KPMG LLP’s independence with KPMG LLP.

Nominating and Corporate Governance Committee.It is the Nominating and Corporate Governance Committee’s duty to: (i) identify individuals who may become board members or advisory directors, (ii) select or recommend director nominees for the next annual shareholder meeting, (iii) develop and recommend to the board of directors a set of corporate governance principles applicable to the Company, (iv) provide oversight of the Company’s corporate governance, and (v) oversee the evaluation of the board of directors and management. The Nominating and Corporate Governance Committee currently consists of Dr. W. Arthur Porter (Chair) and Laurie C. Moore, each of whom is “independent” as that term is defined in the listing standards of the NYSE. Governor Frank Keating, as an advisory director, also participates in meetings of the Nominating and Corporate Governance Committee. It is the Nominating and Corporate Governance Committee’s duty to (i) recommend to our board of directors nominations of persons for election by our Common Stockholders to our board of directors, (ii) create procedures for identification of nominees, (iii) consider and recommend to the board of directors criteria for nomination to our board of directors, (iv) receive and consider nominations submitted by our stockholders, (v) review and make recommendations with respect to director compensation, and (vi) oversee the self-evaluation of the board of directors and the Compensation Committee’s evaluations as to the performance of management as reported to the board of directors. The Nominating and Corporate Governance Committee held threefour regular and four special meetings during 2011,2012, at which all members were present. Our Nominating and Corporate Governance Committee’s charter is available on our website atwww.stewart.com/investor-relations/corporate-compliancecorporate-governance.

OurGuidelines on Corporate Governance requiresrequire that a majority of the nine members of our board of directors be “independent” as that term is defined in the rules of the NYSE. As described above, a majority of our current board of directors is “independent” under the filing standards of the NYSE. OurGuidelines on Corporate Governancealso providesprovide that the Nominating and Corporate Governance Committee shall be guided by the following principles:

The board of directors does not have a formal policy with respect to board nominee diversity. In recommending proposed nominees to the full board, the Nominating and Corporate Governance Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve our business objectives in the current environment. In particular, the Nominating and Corporate Governance Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us.

In recent years, vacancies occurring in our board of directors have been filled by advisory directors whose experience and expertise have contributed significantly to the deliberations of the board of directors and who meet the criteria set forth above.

ItEach director is the intent of the board of directors to require each directorrequired to own an amount of Company Common Stock equal to a multiple of three times the director’s baseannual retainer. The multiple will be set with input from our compensation consultant (for further discussion, see Compensation Discussion and Analysis). Each director will have a reasonable numberhas five years, from the later of yearstheir initial election and March 2011, to acquire the required amount of Common Stock. Stock ownership requirements will behave been designed in such a way that the ability of the board of directors to recruit diverse board candidates will not be impaired, yet board members will have a strong alignment with stockholders.

Pursuant to our Amended and Restated By-Laws, the Nominating and Corporate Governance Committee will accept and consider nominations by stockholders of persons for election by our Common Stockholders to our board of directors. To be considered for nomination at our 20132014 annual meeting of stockholders, stockholder nominations must be received by us no later than February 15, 2013.2014. Persons wishing to submit the names of candidates for consideration by the Nominating and Corporate Governance Committee may submit such nominations in writing addressed to the Nominating and Corporate Governance Committee in care of Corporate Secretary, Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056. Any such submission should include the candidate’s name, credentials, contact information and consent to be considered as a candidate.

Compensation Committee.It is the duty of the Compensation Committee to review and recommend toassist the board of directors in discharging its responsibilities relating to the Company’s compensation policies, the compensation of ourthe Company’s officers and senior managers, and to produce the required report on executive officers.compensation for inclusion in the Company’s annual proxy statement. The Compensation Committee currently consists

of Laurie C. Moore (Chair), Catherine A. Allen and Dr. W. Arthur Porter. Governor Frank Keating, as an advisory director, also participates in meetings of the Compensation Committee. During 2011,2012, the Compensation Committee held four regular meetings and six special meetings, at which all members were present except that only two directors were present at two of the meetings, and executed two consents in lieu of meetings. Our board of directors has determined that each member of our Compensation Committee is “independent” as that term is defined in the rules of the NYSE.

The Compensation Committee functions pursuant to its charter, which is available on our web site atwww.stewart.com/investor-relations/corporate-compliancecorporate-governance. Under its charter, the Compensation Committee is charged with establishing and monitoring the basic philosophy and policies governing the compensation of our executive officers and senior managers. The Compensation Committee makes recommendations to the board of directors with respect to compensation, incentive compensation plans and equity-based plans.

The Compensation Committee’s specific duties and responsibilities include, but are not limited to, the following:

Technology Advisory Committee. It is the Technology Advisory Committee’s duty to review, evaluate, monitor and provide feedback on technology-related matters, including assisting the board of directors and management in identifying risks and emerging trends in technology that may present strategic opportunities or that can help the Company achieve its goals and priorities. The Technology Advisory Committee currently consists of Catherine A. Allen (Chair), Thomas G. Apel, Stewart Morris, Jr., Dr. W. Arthur Porter and Paul W. Hobby. During 2011,2012, the Technology Advisory Committee met three times, at which all members were present.

The Technology Advisory Committee’s specific duties and responsibilities include, but are not limited to, reviewing and providing guidance on the following:

Compensation Committee Interlocks and Insider Participation

None of the current or former members of the Compensation Committee is a former or current officer or employee of the Company or any of its subsidiaries, is involved in a relationship requiring disclosure as an interlocking executive officer/director, or had any relationship requiring disclosure under Item 404 of Regulation S-K.

Sessions of Non-Management Directors

Our non-management directors, all of whom are independent, with the exception of Paul W. Hobby, meet at regularly scheduled sessions without management. Dr. Hodo presides at those sessions. Persons wishing to communicate with our non-management directors may do so by writing in care of Chairman, Audit Committee, Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056. Persons wishing to communicate with our other directors may do so by writing in care of Corporate Secretary, Stewart Information Services Corporation, at the same address.

EXECUTIVE OFFICERS

The following table sets forth the names and positions of our executive officers as of March 1, 2012:2013:

Below is biographical information for our executive officers:

Matthew W. Morris.Matthew W. Morris, 4041 years old, was elected Chief Executive Officer of Stewart Information Services Corporationthe Company in November of 2011. Having served for the pastprior five years as Senior Executive Vice President of the Company, Stewart Title Company and Stewart Title Guaranty Company, in addition to serving as President of the Shared Services Division, Mr. Morris has an intimate knowledge of the Company. In 2004, Mr. Morris joined the Company’s executive management team as Senior Vice President, Planning & Development. Mr. Morris received his BBABachelor of Business Administration in Organizational Behavior and Business Policy from Southern Methodist University, and his MBA with a concentration in Finance from The University of Texas. Matthew W. Morris is the son of Malcolm S. Morris. Malcolm S. Morris and Stewart Morris, Jr. are first cousins.

J. Allen Berryman.J. Allen Berryman, 5455 years old, has served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of the Company since September 2008. From January 2006 through August 2008, Mr. Berryman served as Vice President—Finance of Contract Research Solutions, Inc., d/b/a Cetero Research, one of the world’s largest providers of early clinical trial and bioanalyticalbio-analytical laboratory services to pharmaceutical, biotechnology and genetic drug companies. From 2002 through 2005, Mr. Berryman was Chief Financial Officer of Retriever Payment Systems, a nationwide provider of credit, debit and other card processing services to merchants. Mr. Berryman received his BBABachelor of Business Administration in Accounting from the University of Georgia.

Michael B. Skalka. Michael B. Skalka, 60 years old, is the Chief Legal Officer and also serves as Group President of Global Underwriting Services for Stewart. Additionally, he currently serves as Chairman of Stewart Title Guaranty de México, S.A. de C.V., Chairman of Stewart Title Limited and Chairman and Chief Executive Officer of Stewart Title Insurance Company. In these positions, he directs and oversees the Company’s worldwide legal, regulatory, human resource, compliance and underwriting activities. Mr. Skalka joined the Company in 1988 and has more than 34 years of experience in the title insurance and real estate industries. Mr. Skalka received his B.A. degree from C.W. Post College of Long Island University and his J.D. from Chicago-Kent College of Law.

Glenn H. Clements.Glenn H. Clements, 6465 years old, has been with the Company for more than 35 years and has extensive experience in the title insurance and real estate industries. As Group President, Direct Operations for Stewart Title Company, a wholly owned subsidiary of the Company, Mr. Clements is responsible for all domestic directly owned agency offices in the Stewart Title network. In this position, he oversees all residential and commercial operations, including escrow closings, sales and production facilities. Mr. Clements is on the board of the Houston Chapter of the World Presidents Organization and the University of Houston’s Center for Public Policy.Houston YMCA.

George L. Houghton.George L. Houghton, 5556 years old, has over 37 years of title insurance industry experience. Currently, Mr. Houghton serves as Group President, Agency Operations for Stewart Title Guaranty Company and is responsible for Stewart’s independent title agency network across the United States. Prior to becoming Group President, Mr. Houghton was Executive Vice President, Agency Services Group for Stewart Title Guaranty Company from 2009 through 2011. Mr. Houghton also served as Senior Vice President and National Agency Services Director from 2005 through 2008, and District Agency Manager for South and West

Texas from 2000 through 2004. Prior to joining Stewart, Mr. Houghton was the president and owner of an independent title agency in the Houston area. Mr. Houghton graduated from the University of Houston with a Bachelor of Business Administration in 1981, and went on to earn a Master of Business Administration from Houston Baptist University in 1983.

John L. Killea.John L. Killea, 57 years old, is the chief legal officer of the Company. Killea is responsible for the underwriting, claims, litigation, compliance and regulatory areas for SISCO and its affiliated companies. With more than 31 years of legal experience, Killea joined the Company in 2000 as counsel in the claims and agency underwriting areas for Stewart Title Insurance Company (“STIC”), the Company’s New York underwriter.

He has served as chief claims counsel and general counsel for STIC, and continues to serve as general counsel for Stewart Title Guaranty Company (“STGC”) since his appointment in 2008. Killea holds a Bachelor’s degree cum laude from Lafayette College and a Juris Doctorate from Fordham University School of Law. He is a member of the New York State Bar Association and has been admitted to practice in the State of New York and the United States District Court for both the Eastern and Southern Districts of New York.

Steven M. Lessack.Steven M. Lessack, 60 years old, has been with the Company for almost 20 years. Prior to joining Stewart, he was an independent agent of Stewart Title Insurance Company with offices throughout upstate New York. In 1996, he opened up the Canadian operation for STGC. Mr. HoughtonLessack is the President of STGC Canada, which has become the backbone/foundation of all our international operations. With his more than 35 years of title insurance industry experienceand related real estate knowledge, he now holds the position of Group President, International Operations. In this position, Mr. Lessack is responsible for and oversees all of our title operations outside of the United States, in addition to the areas of abstracting, title examination, underwriting, closing, title policy preparation, accounting, branch office management, company management, claims handling, marketing, salesCompany’s expansion activities worldwide. In addition to Canada, the Company presently has operations in Mexico, Central & South America, the Caribbean, Australia and servicing and supporting independent title agencies.throughout Europe.

Jason R. Nadeau. Jason R. Nadeau, 4142 years old, is Group President, Mortgage and Title Services for Stewart Titlethe Company. Mr. Nadeau joined the Company in 2008, and for the past threefour years has served as the executive overseeing the lender and mortgage services business lines. Additionally, Mr. Nadeau oversees Stewart’sthe Company’s national title production centers and its real estate technology services company. Mr. Nadeau previously served as senior vice president of First American’s Enterprise Technology. From 1999 to 2006, Mr. Nadeau served as president of RealEC^® Technologies, a company he helped found. Previous to his tenure at RealEC, Mr. Nadeau served as vice president of technology for Stewart Mortgage Information, now known as Stewart Lender Services. Mr. Nadeau started his career in various capacities at Norwest Mortgage, now Wells Fargo. Mr. Nadeau graduated from the University of St. Thomas in St. Paul, Minnesota, with a bachelor’sBachelor’s degree in business finance and a minor in systems analysis and design.

Malcolm S. Morris, our former Chairman of the Board of Directors and Co-Chief Executive Officer, and Stewart Morris, Jr., our former President and Co-Chief Executive Officer, resigned from these respective positions in November 2011. Our board of directors elected each of Malcolm S. Morris and Stewart Morris, Jr. as a Vice Chairman of the board of directors, which is an officer position of the Company but not an executive officer position. This is a non-operational role. Malcolm S. Morris and Stewart Morris, Jr. continue to serve as directors elected by the Class B Stockholders, and are nominated as directors to be elected by the Class B Stockholders at our 2012 annual meeting.

COMPENSATION DISCUSSION AND ANALYSIS

Executive SummaryIntroduction

Fiscal year 2011 was a pivotal one forThe following Compensation Discussion and Analysis (“CD&A”), describes the Company’s executive compensation programs. Significant changes and decisions were made to set the stage for a complete redesignprogram as redesigned in 2012. The objective of our executive compensation program is to maintain a strong pay-for-performance culture in order to attract, retain, and motivate the key leaders who serve our Company and our stockholders. The following pages explain the process, objectives, and structure of the executive compensation decisions undertaken by our Compensation Committee and our board of directors for 2012. This CD&A is intended to be read in conjunction with the tables beginning on page 31 below, which provide detailed historical compensation information for our Named Executive Officers (“NEOs”). For 2012, our NEOs are:

Fiscal 2012 was a year of thoughtful redesign of the Company’s executive compensation policies programsand programs. The previous year ended with the appointment of a new CEO, election of an outside Director as Chairman of the Board, the hiring of a new Human Resources executive, and the selection of both a new Compensation Committee chairman and a compensation consulting firm — all of whom were committed to the task of redesigning our executive compensation policies, plans, and practices to respond to shareholder concerns and to be further aligned with good governance, while allowing us to maintain and motivate our key leaders. These major changes at the end of 2011 were followed by a significant restructuring of the Company resulting in new, expanded responsibilities for the senior executive team as 2012 began.

Developing and Implementing Changes in the Compensation Philosophy, Policy and Plan

our stock price over time. For 2012, the Company achieved its STI Plan (as defined below) objective in three of three performance categories, which after review, resulted in STI Plan awards of 141% to 200% of target opportunities.

Timing of the New Plan Creation and Implementation

The process of designing the new compensation plan required the joint efforts of our compensation consultant, CEO, Human Resources staff and the Compensation Committee. While this process began at the end of 2011, it was ongoing through much of 2012. This was largely due to the need to negotiate new agreements that replaced existing agreements for some NEOs. The new plan is now fully in effect.

Key Standards Governing Our Compensation Practices

The Company strives to maintain good governance standards in our performance-based compensation practices. They include:

•

Percent of Variable and Performance-Based Pay. Variable pay comprises between 51% and 65% of total targeted annual compensation (as described below) for our NEOs, with the majority of variable pay coming in long-term incentives.

While we understand that generally the Compensation Committee has the final word on executive pay, based on the broad extent of the changes to the philosophy, policies, and specifics of the compensation plan which the Compensation Committee implemented in 2012, the Compensation Committee agreed that the redesigned compensation policies and structure be recommended to the board of directors for review and approval before implementation.

Summary of Key Financial and Strategic Performance Highlights

2012 was a turnaround year for the Company is rapidly moving towardson many fronts. Driven largely by key strategic initiatives and organizational changes, the Company delivered very positive financial results for 2012. Not only did these initiatives and changes deliver profits, but our streamlined management team was able to capitalize on an improving real estate market. The Company continued an emphasis on profitable growth, cost effectiveness, and prudent risk management in addition to its commitment to a newpay-for-performance compensation model that emphasizes growthphilosophy.

Key Strategic and Financial Results for 2012:

Profitable and Scalable Operations

Simplification and operational objectives using incentives that are tied to our business plan, stock price performance,Alignment

Strategic Pricing

Objective: Changing the Compensation Philosophy and ProgramsCompany’s average premium rate increased 1.8% from the Ground Up

Following the annual shareholders’ meeting in 2011, the Board agreed that simply rethinking and redesigning our compensation programs was not enough to address shareholders’ obvious concerns about lack of profitability and the Company’s executive compensation policies. Instead, the Board decided it was crucial to start at the Company’s very foundation and where best practices regarding compensation should start—with the Company’s business strategy.

A strategic consultant was hired and, after an extensive company-wide strategic review, a new planning process was implemented. This process involved the entire senior management team and all business lines of the Company. As a result of this process, the board determined that new leadership, organizational restructuring, and new strategies were needed. A special committee of the board was formed to determine how to best implement the needed changes.

Based on the special committee’s work and recommendations, the following actions were taken, beginning early in the fourth quarter of 2011:

Claims Reduction and Risk Avoidance Initiatives

Smart Growth

Working to Meet Shareholder Expectations

An overwhelming majority of the votes cast on our 2012 we started substantive discussionsSay on Pay proposal (the “2012 Say on Pay Vote”) were cast in favor of the proposal. Specifically, 97.7% of shares were voted in favor of our Say on Pay proposal. Based on the results of the 2012 Say on Pay Vote, as well as our ongoing dialogue with institutional investors to gather feedback, and to discuss corporate governance, executive team changes, board composition, strategy changes, the on-going executive compensation study, and plans to strengthen our pay-for-performance philosophy for both annual and long-term incentives going forward. Conversations were also initiated with ISS and Glass Lewis. Company participants in these engagement efforts have included our CEO, our Chair ofstockholders, the Compensation Committee our Head of Investor Relations, and our Chief Human Resource Officer. Based on the active two-way dialogue with our investors, and the feedback that they expressed, we believeboard of directors have concluded that the executive compensation design changes wethat were first disclosed in 2011 and implemented for 2012 are initiating will address many of their concerns.

What to Expect from the Company Going Forward

An important objective of the new compensation policy is to create a stronger pay-for-performance culture with heightened Board oversight.

The executive compensation philosophy now being developed will target compensation opportunities for our named executive officers (“NEOs”) at the median of those companies that we consider to be valid peers, while taking into consideration pay trends over time compared to the trend in Company performance as measured by Total Shareholder Return (“TSR”). Peers will be publicly traded companies selected based on both the applicable six-digit GICS industry code and the company’s size (as measured by market capitalization and assets). Annual incentive design will focus on pay-for-performance andwill motivate our executives to achieve key annual objectives largely based on our strategic plan, and will primarily be determined by clear and objective measures of financial performance and operating performance. Consistent with our overall compensation philosophy, annual incentives will be targeted to the median of our peers and tied to specific metrics designed to drive improvement. The Compensation Committee has also directed Aon Hewitt to model new CEO compensation recommendations based on standards common in the industry and relative to compensation peers regarding CEO pay-for-performance practices.

Long-term incentive equity grants will motivate our executives to enhance shareholder value. Our choice of long-term incentive vehicles will align executives’ interests with those of shareholders, and equity grants will include a mix of time- and/or performance-based vesting conditions. Consistent with our overall compensation philosophy, long-term incentive grant values will be targeted to the median of our peers, reward accomplishment of long-term business goals, including the relation to TSR, and will aid executives in the achievement of applicable stock ownership guidelines.

Other executive compensation programs will also reflect sound corporate governance, marketplace best practices, and will be based on solid business rationale. Other executive compensation programs currently under review include stock ownership guideline levels, executive severance, and deferred compensation.

Discussion of Our Historical Compensation Philosophy and Objectives and Its Impact on 2011 Compensation

Historically,Prior to 2012, our core compensation philosophy for executive officers has beenwas based on fairness and internal pay equity, and not on targeting pay levels at a specified percentile of a compensation peer group. This compensation philosophy was intended to maintain associate satisfaction and morale by assuring that the compensation of executive officers particularly our former Co-Chief Executive Officers, was not out of line with that of key employees and other associates. As a result of this focus on internal pay equity, in some years, the compensation of one or more key employees has exceeded the compensation of our former Co-Chief Executive Officers. Additionally, as part of the Company’s focus onWhile fairness and internal pay equity are still part of the Company’s overall compensation philosophy, for 2012 and going forward, the Company found it unnecessaryhas strengthened its compensation philosophy by adding significant pay-for-performance criteria.

While our compensation program for executive officers is still designed to enterdeliver a full spectrum of pay, benefits, career development and a positive work environment around corporate performance, the Company now also seeks to maximize the return from our investment with a compensation program to include performance-based, at-risk pay components aligned to strategic and financial performance metrics. Pay elements are specifically designed to encourage and reward the achievement of our long-term goals and the creation of shareholder value. For each NEO, the pay-for-performance compensation package is also intended to represent a fair and competitive compensation arrangement that promotes a meaningful work experience including personal fulfillment, competitive pay and job security.

The Compensation Committee’s ongoing goal is to maintain a performance-based compensation program that promotes the Company’s long-term success and provides long-term value creation for our stockholders.

It is important to note that in comparing past pay for 2010 and 2011 with pay for 2012 in the executive compensation tables that follow this CD&A, 2012 compensation is significantly more performance based relative to previous years.

Implementing the Philosophy

In support of our compensation philosophy:

All executive employment or severance agreements.

Compensation commitments made in previous years under this old policy are reflected in our fiscal year 2011 compensation programs. However, significant changesprograms will also reflect sound corporate governance, marketplace best practices, and will be seenbased on solid business rationale.

Roles in Determining 2012 as theNamed Executive Officer Compensation Committee finalizes the development of the new policies and then guides the development and implementation of new executive compensation programs.

The Role of the Compensation Committee Management and Compensation Consultants

The Compensation Committee is responsible for determining the components and amount of compensation for our executive officers and provides overall guidance for our employee compensation policies and programs. The Compensation Committee consults with the Chief Executive OfficerCEO for compensation recommendations for other executive officers and for the purpose of assuring that executive compensation programs do not distort our overall compensation structure. The Chief Executive Officer’sCEO’s recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and employee retention considerations. The Compensation Committee reviews our Chief Executive Officer’sCEO’s recommendations and approves any compensation changes affecting our executive officers as it determines in its sole discretion.

Note that for fiscal year 2011 compensation decisions,The Role of Management

Members of management, including the Human Resources staff, assist the Compensation Committee reviewed and considered the compensationby providing recommendations that were presented by our former Co-Chief Executive Officers. Additionally,management believes will establish appropriate and market-competitive compensation plans for fiscal year 2011executive officers consistent with the Company’s compensation decisions, neitherphilosophy. As part of this process, management collaborates with the Compensation Committee norregarding information on market trends, potential compensation plan designs and industry trends before making recommendations to the Compensation Committee. In preparation for the 2012 compensation plans, management:

At the end of the 2012 performance year, management relied upon any advicereviewed metric based performance relative to expectations in 2012 of each NEO other than the CEO for the purpose of validating 2012 short-term incentive awards.

The Compensation Committee reviews and discusses management’s recommendations in conjunction with its independent compensation consultant in making compensation decisions or recommendations to the full board of directors. The CEO’s compensation data from any compensation consultant.is discussed in executive session without members of management present.

Say on Pay Frequency VoteThe Role of the Compensation Consultant

The Company will hold an annual advisory stockholder vote on executive compensation. This decision was made in responseDuring 2012, the Compensation Committee engaged Aon Hewitt as its compensation advisor to stockholder votes at the 2011 annual meeting.

Say on Pay Vote

At our 2011 annual meeting, 51.50% of stockholders voting on our Say on Pay proposal voted against the executive compensation of our NEOs as set forth in our 2011 proxy statement. Although the stockholder voteprovide independent advice on executive compensation is non-binding,matters and to assist in making recommendations to the board of directors. During 2012, Aon Hewitt assisted the Compensation Committee has considered, and will continue to consider, the outcome of this vote each year when making compensation decisions for our Chief Executive Officer and other NEOs.

In addition, after conversations with various stockholders to listen to their concerns, the Board interpreted the numerous withhold votes for members of the Compensation Committee and the Chairman of the Nominating and Governance Committee as a further strong statement of stockholder concerns about a perceived pay and

performance disconnect. More specifically, the Board understood that our stockholders were unhappy with the lack of profitability and earnings, and the disconnect with compensation decisions. As previously discussed and highlighted in the “Executive Summary,” in response, our Board and the Compensation Committee began the process of defining and implementing select strategic, organizational and governance changes, and engaged Aon Hewitt to conductproviding a comprehensive review of the Company’s overall approach to executive compensation to ensure that the Company’s compensation plans and programs are tied to performance and in line with market best practices across the general industry and at select peer group companies. Following the conclusion of this review, the Company will implement additional changes, as necessary, to ensure that NEO compensation is properly aligned with our compensation philosophy, organizational results, and with market best practices. We believe our future compensation will link pay with performance, be aligned with stockholders, support implementation of our strategy, and allow us to attract and maintain necessary executive talent.

2011 Business Results

In determining compensation for our executives in 2011, the Committee considered the financial results and operating performance achieved, despite a difficult real estate business environment. We also evaluated the effort and results associated with restructuring and streamlining the Company and its executive team, the development of new strategies to take better advantage of opportunities, and the efforts to improve key internal operations. Some of our key business results for 2011 were:

Elements of Compensation

The principal componentsassessment of our executive compensation programprograms and assisted with the design of the new short- and long-term incentive plans. The Compensation Committee retained the sole authority to select, retain, terminate, and approve fees and other retention terms of the relationship with Aon Hewitt.

In addition to their performance of services for the Compensation Committee, in 2012, management used Aon Hewitt to provide additional services to the Company that were unrelated to executive compensation, including human resource consulting and services in respect to employee benefit insurance products, such as group life, medical and long term disability, which were offered to employees. Aon Hewitt’s fees for these additional services totaled approximately $185,417 in 2012. We have separate relationships with each of the service teams providing these non-executive compensation consulting services, and relationships with AON Hewitt’s service teams are overseen by different management employees. The compensation consultant’s service team that advises the Compensation Committee does not receive any compensation based on any other work that Aon Hewitt performs for the Company, and the purposecompensation service team does not perform any other services on behalf of each component are presentedthe Company.

Aon Hewitt annually certifies to the Compensation Committee the independence of its executive compensation services and the adherence of its executive compensation consultants to Aon Hewitt’s independence policies, practices and procedures. The Compensation Committee has sole authority to retain and terminate any independent compensation consultant. Aon Hewitt earned approximately $100,000 for the services it provided to the Compensation Committee in 2012.

Elements of 2012 Named Executive Officer Compensation

The following table outlines the following table. As previously noted, for fiscal year 2011major elements of 2012 total compensation we used a philosophy of fairness and internal pay equity, as well as individual strategic and business-related goals to establish target compensation levels for our NEOs. Some compensation components for 2011 were part of existing incentive award plans, and were already in place prior to and during 2011. Given the change in management in November of 2011, all compensation discussions are relevant to our executive officers up to that time. As stated previously, each element of our compensation programs is being reviewed with our compensation consultant. We expect significant changes to our compensation programs for 2012.NEOs:

Compensation ComponentElement		Key CharacteristicsPurpose		PurposeLink to Performance		2011 Key ActionsFixed/
Annual Incentive Bonus AwardsPerformance Based		Variable cash compensation component. Both formulaic and discretionary incentive bonus awards utilized. Performance-based opportunity. Historically, formulaic bonuses were based on Stewart Title Guaranty Company (“STGC”) performance and Board approval. The Board may consider any circumstances it deems appropriate in awarding both formulaic and discretionary bonus compensation. The historical formulaic bonus program based on STGC performance will not be utilized in 2012 and beyond.Short/ Long-Term
One-Time Special Transition Awards(1)		IntendedA negotiated payment to motivateprovide certain executives with an incentive to give up benefits guaranteed under prior employment agreements and reward executive officers for achieving our short-term (annual) business objectives and financial performance; intended to encourage accountability by rewarding based on performance. Discretionary bonuses are reviewed annually for individual contribution in the context of Company performance. Discretionary bonuses provide the Committeeadopt new employment agreements with flexibility to reward individual performance not reflected in formulaic metrics.more shareholder friendly terms		Certain NEOs would have received cash bonus awards under our historical formulaic incentive bonus award program. Based on the recommendation of the Compensation Committee, instead of paying these incentive bonuses, the Board granted phantom stock units to two of the NEOs and restricted stock to one of the NEOs. See “—Annual Incentive Bonus Awards” below for further discussion. Two NEOs received discretionary bonus awards ranging from $150,000 to $225,000. The discretionary bonuses were based on the accomplishment of specific goals that were considered key to improving organizational performance and contributing to bottom-line results, as well as the assumption of new responsibilities by one NEO.
Long-Term Incentive Equity Awards		Variable compensation component. Performance-based award opportunity, generally granted annually as a combination of both unrestricted and time-based restricted stock awards. Actual grant sizes for both unrestricted and time-based restricted stock awards determined at the discretion of the Compensation Committee and will vary based on stock price appreciation and corporate performance.Fixed (one time)		Intended to motivate executive officers to achieve our business objectives; to provide retentive value; and to increase executive share ownership to thereby align executive interests with those of our shareholders.		Based on Company performance, our NEOs did not receive additional long-term incentive equity awards in 2011. One NEO did receive a grant of restricted stock in lieu of a payout under our historical formulaic annual incentive award program.Short-Term

Compensation ComponentBenefits and Perquisites		Key Characteristics Establishes limited perquisites in line with market practice, as well as health and welfare benefits on the same basis as our general employee population		Purpose		2011 Key Actions
Health and Welfare Plans and Retirement Plans		Fixed compensation component.		Intended to provide benefits that promote employee health and welfare, and to support Stewart employeesShort-Term

Peer Group Analysis

As part of the new executive compensation program for 2012, the Compensation Committee, with the assistance of Aon Hewitt and management, constructed a compensation peer group to use for the analysis of competitive market compensation data. Market compensation data from the peer group was a principal factor that we considered to understand competitive compensation, industry trends and best practices regarding various compensation developments. The Compensation Committee also reviewed benchmarks with regard to competitive data in 2012, as well as competitive compensation opportunities, including the size-adjusted 50th

percentile, and tabular 25th percentile, median, and 75th percentiles to provide context for compensation decisions targeted at the marketplace median regarding Total Compensation.

In formulating executive compensation for 2012, the Compensation Committee conducted a review of the peer group in late 2011 and early 2012. As part of this review, Aon Hewitt provided information for a group of publicly-traded companies selected based on both the applicable six-digit GICS industry code and the company’s size (as measured by market capitalization and assets). This peer group was used to provide competitive pay data information for the NEOs, and also served as the peer group used for evaluating performance under a portion of the Company’s long-term incentive awards made in 2012. This peer group was recommended by the compensation consultant, and then approved by the Compensation Committee in 2012, and consists of the following companies:

Base Salaries

We pay an annual base salary to each of our NEOs in order to provide them with a fixed rate of cash compensation that is “non-variable” during the fiscal year. Typically, in establishing base salaries, the Compensation Committee considers a variety of factors, including internal pay equity, and individualoperational performance as it relates to an executive’s level of duties and responsibilities applicable to the position held. held, and historical compensation information. We believe that this is critical to motivate and retain our NEOs who each have leadership talents and business expertise that make them attractive to other companies.

In connection with its annual review of executive compensation, the Compensation Committee with recommendations from the CEO, determined not to increase base compensation for NEOs to align to our newly adopted compensation model targeting the NEOs’ base salary amountsmedian for fiscal year 2011. Therefore,total compensation, to acknowledge the broadening of responsibilities for some NEOs, as well as the transition to new roles and corresponding new employment agreements with different terms and conditions. Given the exceptionlevel of Matthew W. Morris, who became our Chief Executive Officerorganizational change that occurred in November 2011,2012, it was also considered important to retain the top leadership team chosen by the new CEO. These base salaries will remain constant for 2013. Base salaries for each of the NEOs are shown in the table below: