1 EXHIBIT 1.1 STEWART INFORMATION SERVICES CORPORATION (a Delaware corporation) 2,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 8, 2001 TABLE OF CONTENTSUnderwriting Agreement • August 9th, 2001 • Stewart Information Services Corp • Title insurance • New York
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...Stock Option Agreement • May 3rd, 1999 • Stewart Information Services Corp • Title insurance
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • July 10th, 2002 • Stewart Information Services Corp • Title insurance
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2018 among STEWART INFORMATION SERVICES CORPORATION, The Guarantors Party Hereto, COMPASS BANK as Administrative Agent, Issuing Bank and Swingline Lender COMPASS BANK, d/b/a BBVA COMPASS,...Credit Agreement • November 13th, 2018 • Stewart Information Services Corp • Title insurance • New York
CREDIT AGREEMENT (this “Agreement”) dated as November 9, 2018, among STEWART INFORMATION SERVICES CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto, COMPASS BANK, as Administrative Agent, Issuing Bank and Swingline Lender, and the Lenders party hereto.
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • Stewart Information Services Corp • Real estate
450,000,000 3.600% Senior Notes due 2031Underwriting Agreement • November 24th, 2021 • Stewart Information Services Corp • Title insurance
Stewart Information Services Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and PNC Capital Markets LLC are acting as Representatives, an aggregate of $450,000,000 principal amount of its 3.600% Senior Notes due 2031 (the “Securities”), to be issued pursuant to an indenture, dated as of the Time of Delivery (the “Original Indenture”), between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of the Time of Delivery, between the Company and the Trustee (the “First Supplemental Indenture”) and a Second Supplemental Indenture establishing the terms of the Securities, dated as of the Time of Delivery, between the Company and the Trustee (the “Second Supplemental Indenture” and
STEWART INFORMATION SERVICES CORPORATIONIncentive Stock Option Agreement • May 21st, 2002 • Stewart Information Services Corp • Title insurance
This Option shall be for a term commencing on this date and ending ten years and one day from the date of this grant, unless the Option is terminated earlier by reason of your death or termination of employment, as provided in the Plan.
200,000,000 REVOLVING CREDIT FACILITY $400,000,000 TERM LOAN CREDIT AGREEMENT by and among STEWART INFORMATION SERVICES CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • November 3rd, 2021 • Stewart Information Services Corp • Title insurance • New York
Stewart Information Services Corporation 2,631,600 Shares Common Stock, Par Value $1.00 per Share Underwriting AgreementUnderwriting Agreement • August 17th, 2020 • Stewart Information Services Corp • Title insurance • New York
The primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or quantitative information. Furthermore, many determinations involved in the preparation of the Registration Statement, the Disclosure Package and the Prospectus are of a wholly or partially non-legal character or relate to legal matters outside the scope of our opinion separately delivered to you today in respect of certain matters under the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. As a result, we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, and we have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information furnished in such documents (except to the extent expres
STEWART INFORMATION SERVICES CORPORATION, the Guarantors party hereto and Wells Fargo Bank N.A., as Trustee INDENTURE Dated as of October 15, 2009 6.00% Convertible Senior Notes due 2014Indenture • October 15th, 2009 • Stewart Information Services Corp • Title insurance • New York
THIS INDENTURE, dated as of October 15, 2009, is between Stewart Information Services Corporation, a corporation duly organized under the laws of the State of Delaware (the “Company”), the Guarantors (as defined) and Wells Fargo Bank N.A., a New York banking corporation, as Trustee (the “Trustee”).
1 EXHIBIT 4.2 STEWART INFORMATION SERVICES CORPORATION DEFERRED COMPENSATION TRUST AGREEMENTDeferred Compensation Trust Agreement • October 22nd, 1998 • Stewart Information Services Corp • Title insurance • Texas
STEWART INFORMATION SERVICES CORPORATION STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 7th, 2024 • Stewart Information Services Corp • Title insurance
THIS STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is hereby granted as of March 26, 2024 (the “Grant Date”) by Stewart Information Services Corporation, a Delaware corporation (the “Company”), to NAME (the “Participant”) pursuant to the Stewart Information Services Corporation 2020 Incentive Plan (the “Plan”), subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
STEWART INFORMATION SERVICES CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • May 4th, 2021 • Stewart Information Services Corp • Title insurance • Texas
THIS STOCK OPTION AGREEMENT (the “Award Agreement”) is hereby granted as of March 10, 2021 (the “Grant Date”) by Stewart Information Services Corporation, a Delaware corporation (the “Company”), to Optionee pursuant to the Plan’s terms, and subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2024 • Stewart Information Services Corp • Title insurance • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 1, 2023 (the “Effective Date”) by and between Stewart Information Services Corporation (the “Company”), and Elizabeth Giddens (“Executive”) (collectively, the “Parties”). This Agreement amends, restates and supersedes any prior written employment agreement between the Parties and any other written or unwritten agreement or understanding between the Parties regarding the subject matter hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2017 • Stewart Information Services Corp • Title insurance • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2013 • Stewart Information Services Corp • Title insurance • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2012 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Glenn H. Clements (the “Executive”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2014 • Stewart Information Services Corp • Title insurance • Texas
THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is entered into as of January 1, 2014 (“Effective Date”), by and between Stewart Information Services Corporation (the “Company”), and Jason Nadeau (the “Executive”).
STEWART INFORMATION SERVICES CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 4th, 2021 • Stewart Information Services Corp • Title insurance
THIS RESTRICTED PERFORMANCE UNIT AGREEMENT (the “Award Agreement”) is hereby granted as of March 10, 2021 (the “Grant Date”) by Stewart Information Services Corporation, a Delaware corporation (the “Company”), to Steven M. Lessack (the “Participant”) pursuant to the Stewart Information Services Corporation 2020 Incentive Plan (the “Plan”), and subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan or as set forth herein.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2015 • Stewart Information Services Corp • Title insurance • Texas
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is entered into effective as of January 1, 2015, by and between Stewart Information Services Corp. (the “Company”), and Jason Nadeau (the “Executive”).
RETENTION BONUS RECOVERY AND AUTHORIZATION FOR PAYROLL DEDUCTION AGREEMENTRetention Bonus Recovery and Authorization for Payroll Deduction Agreement • February 28th, 2019 • Stewart Information Services Corp • Title insurance • Texas
WHEREAS, Stewart Title Guaranty Company, referred herein as (“Stewart”) has agreed to pay a Retention Bonus to Matthew W. Morris (“Employee”) equal to the difference between Employee’s 2018 Short Term Incentive final calculation and Employee’s 2018 Target Short Term Incentive. Employee’s 2018 Target Short Term Incentive is equal to Six Hundred Thousand Dollars and No Cents ($600,000.00), subject to applicable payroll taxes as set forth herein; and,
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Stewart Information Services Corp • Title insurance • Texas
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) provides for certain modifications to the terms and conditions of the employment agreement by and between Stewart Information Services Corporation (the “Company”), and Matthew W. Morris (the “Executive”) dated as of January 1, 2016 (the “Employment Agreement”), and is effective as of January 1, 2017 (“Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2016 • Stewart Information Services Corp • Title insurance • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2017 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Stewart Morris, Jr. (“Mr. Morris”).
AGREEMENTBoard Composition Agreement • October 18th, 2016 • Stewart Information Services Corp • Title insurance • Delaware
This Agreement (this “Agreement”) is made and entered into as of October 17, 2016 by and among Stewart Information Services Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
SAMPLE STEWART INFORMATION SERVICES CORPORATION 1997 STOCK OPTION PLAN FOR REGION MANAGERS NON-INCENTIVE STOCK OPTION AGREEMENT Under the terms and conditions of the 1997 Stock Option Plan for Region Managers (the "Plan"), a copy of which is attached...Non-Incentive Stock Option Agreement • March 27th, 1997 • Stewart Information Services Corp • Title insurance
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2014 • Stewart Information Services Corp • Title insurance • Texas
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of January 1, 2014 (the “Effective Date”), by and between Stewart Information Services Corporation (the “Company”), and Jason Nadeau (the “Executive”).
AGREEMENT AND PLAN OF MERGER dated as of March 18, 2018 among STEWART INFORMATION SERVICES CORPORATION, FIDELITY NATIONAL FINANCIAL, INC., A HOLDCO CORP.Merger Agreement • March 19th, 2018 • Stewart Information Services Corp • Title insurance • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 18, 2018 by and among Stewart Information Services Corporation, a Delaware corporation (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), A Holdco Corp., a Delaware corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub I”), and S Holdco LLC, a Delaware limited liability company and wholly-owned direct subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”).
STEWART INFORMATION SERVICES CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 7th, 2024 • Stewart Information Services Corp • Title insurance
THIS RESTRICTED PERFORMANCE UNIT AGREEMENT (the “Award Agreement”) is hereby granted as of March 26, 2024 (the “Grant Date”) by Stewart Information Services Corporation, a Delaware corporation (the “Company”), to NAME (the “Participant”) pursuant to the Stewart Information Services Corporation 2020 Incentive Plan (the “Plan”), and subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan or as set forth herein.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2014 • Stewart Information Services Corp • Title insurance • Texas
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of January 1, 2014 (the “Effective Date”), by and between Stewart Information Services Corporation (the “Company”), and Glenn H. Clements (the “Executive”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 11th, 2020 • Stewart Information Services Corp • Title insurance • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment” or this “Amendment”), dated effective as of May 7th, 2020, is entered into by and among STEWART INFORMATION SERVICES CORPORATION, a Delaware corporation (the “Borrower”), each of the entities listed on the signature pages hereof as guarantors (the “Guarantors”) and BBVA USA, f/k/a COMPASS BANK, N.A., as administrative agent (the “Administrative Agent”) for the lenders to the Credit Agreement referred to below (the “Lenders”) and the Lenders party hereto.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2013 • Stewart Information Services Corp • Title insurance
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of January 1, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Jason Nadeau (the “Executive”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2013 • Stewart Information Services Corp • Title insurance
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of January 1, 2013 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Joseph Allen Berryman (the “Executive”).
STOCK PURCHASE AGREEMENT by and among INFORMATIVE RESEARCH, THE SHAREHOLDERS OF INFORMATIVE RESEARCH,Stock Purchase Agreement • August 26th, 2021 • Stewart Information Services Corp • Title insurance • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 23rd day of August 2021 (the “Agreement Date”), by, between and among Informative Research, a California corporation (the “Company”), the shareholders of the Company listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), Sean Buckner, solely in the capacity of the Shareholder Representative hereunder, and Stewart Information Services Corporation, a Delaware corporation (the “Buyer”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2024 • Stewart Information Services Corp • Title insurance • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of December 3, 2024 (the “Effective Date”) by and between Stewart Information Services Corporation (the “Company”), and Frederick H. Eppinger (“Executive”) (collectively, the “Parties”). This Agreement amends, restates and supersedes any prior written employment agreement between the Parties and any other written or unwritten agreement or understanding between the Parties regarding the subject matter hereof.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2016 • Stewart Information Services Corp • Title insurance • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment” or this “Amendment”), dated effective as of December 31, 2015, is entered into by and among STEWART INFORMATION SERVICES CORPORATION, a Delaware corporation (the “Borrower”), each of the entities listed on the signature pages hereof as guarantors (the “Guarantors”) and COMPASS BANK, N.A., as administrative agent (the “Administrative Agent”) for the lenders to the Credit Agreement referred to below (the “Lenders”) and the Lenders party hereto.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 30th, 2022 • Stewart Information Services Corp • Title insurance • Texas
This Transition Services Agreement (“Agreement”), effective as of December 31, 2022 (the “Effective Date”), is made by and between John L. Killea (“Employee”) and Stewart Information Services Corporation, a Delaware corporation (the “Company”) (collectively, the “Parties”).
