STEWART INFORMATION SERVICES CORPORATION (NYSE:STC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Timothy Okrie has been appointed Chief Operating Officer of
Stewart Information Services Corporation (the Company), effective
December 12, 2016. A copy of the press release dated December 12,
2016, announcing the appointment of Mr. Okrie, is attached as
Exhibit 99.1 to this report.

Mr. Okrie, 51, joins Stewart with more than 30 years of
experience developing and executing professional services,
industry alignment, market strategies and business operating
models. He most recently served as an Advisory Services
Marketplace Leader at Deloitte. Mr. Okrie holds a bachelor of
science from DePaul University in Chicago, Illinois and is also a
licensed Certified Public Accountant.

The Company entered to an employment agreement with Mr. Okrie
(the Agreement) effective December 12, 2016. The material terms
of the Agreement are summarized below.

Term:

The initial term of the Agreement begins on December 12, 2016 and
ends on December 31, 2018. The Agreement extends automatically on
a year-to-year basis thereafter, unless terminated by either of
the parties at least 90 days notice prior to the end of a term.

Compensation and Benefits:

to the terms of the Agreement, Mr. Okrie is entitled to receive
an annual salary of not less than $480,000, subject to increase
at the sole discretion of the Board of Directors of the Company
(the Board), plus vacation, medical, dental and life insurance
benefits and reimbursement of certain qualified business expenses
by the Company.

Starting with the 2017 calendar year, Mr. Okrie will be eligible
to receive an annual short term incentive cash payment to an
incentive plan. Under such incentive plan, Mr. Okries target
payout is 75% of his annual salary, or $360,000. The payout
amounts will be determined by the attainment towards metrics
specific to the position and corporate performance.

Further, beginning with the 2017 calendar year, Mr. Okrie will be
entitled to participate in the Companys Long Term Incentive Plan.
The target payout under such plan for Mr. Okrie is 100% of his
annual salary. The payout amounts will be determined by the Board
in its discretion taking into account the overall performance of
the Company.

Payments Upon Qualifying Termination:

to the terms of the Agreement, Mr. Okrie is entitled to receive
certain benefits upon the termination of his employment under
certain circumstances. In the event of (i) the Companys
termination of his employment without Cause (as defined in the
Agreement) during the term, (ii) his resignation for Good Reason
(as defined in the Agreement) during the term, or (iii) his
voluntary retirement, then Mr. Okrie shall receive the following:
(a) a cash payment equal to 12 months of the then-current salary
in effect if the termination occurs at any time other than during
a Change of Control Period (as defined in the Agreement); (b)
continued medical and dental benefits equal to those that were in
effect as of the date of termination and reimbursement of
applicable COBRA premiums for a 12-month period following the
termination date (or until Mr. Okrie is eligible to receive
benefits under another employer-provided plan or dies); (c)
Special Pro-Rata Vesting (as defined in the Agreement) of
performance-based awards; (d) payments of accrued but unpaid
salary and accrued but unused vacation time; (e) certain payments
under the short term incentive and long term incentive plans (as
more specifically discussed in the Agreement); (f) any benefits
that have vested as of the termination date as a result of
participation in any of the Companys benefit plans; and (g)
reimbursement of certain qualified business expenses by the
Company. In the event that such termination of employment occurs
during a Change in Control Period (as defined in the Agreement),
separate severance payments apply.

To receive the severance and benefits provided in the event of a
qualifying termination, Mr. Okrie must execute a release of
claims described in the Agreement.

The Agreement also includes non-competition and non-solicitation
covenants by Mr. Okrie for a twelve-month period following
termination of his employment with the Company for any reason.