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                                                                  EXHIBIT 4.4




                             SIXTH AMENDMENT OF THE

                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST


         THIS SIXTH AMENDMENT of the STEWART TITLE GUARANTY COMPANY SALARY
DEFERRAL PLAN AND TRUST (hereinafter sometimes called the "Plan" or "Trust") is
made this the 18th day of September, 1991, to be effective as set forth below,
by and between STEWART TITLE GUARANTY COMPANY (hereinafter sometimes called
"Corporation") of Houston, Texas, and FIRST INTERSTATE BANK OF TEXAS, N.A.
(hereinafter sometimes called "Trustee"), a national banking association of
Houston, Texas.

                              W I T N E S S E T H:

         WHEREAS, on December 31, 1986, the Corporation previously adopted the
Plan and Trust for the sole and exclusive benefit of its employees and their
beneficiaries, effective January 1, 1986; and

         WHEREAS, the Plan was previously amended on May 18, 1986, effective
January 1, 1987; subsequently amended on February 26, 1988 effective January 1,
1986; amended on April 5, 1989 effective January 1, 1989; amended on May 30,
1989 effective May 31, 1989; and amended and restated on April 26, 1991
effective January 1, 1989; and

         WHEREAS, the Corporation, through the action of its Board of
Directors, wishes to amend the Plan and Trust effective the date set forth
below.




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         NOW, THEREFORE, pursuant to the provisions of Article XVI, Section
16.1 of the Plan, the Plan is hereby amended as follows:

         1.      Effective January 1, 1989, Article I, Section 1.45 of the Plan
shall be amended by adding to the end thereof the following:

                 Years of Service for eligibility and vesting purposes shall
         also include Hours of Service performed by the Member while employed
         as an employee of the following companies:

                          (a)     Commonwealth Title Services of Indiana, Inc.

                          (b)     Landata, Inc. of Illinois;

                          (c)     Coldwell Banker of Fairfax, Virginia.

         2.      Effective October 1, 1991, Article XV of the Plan shall be
amended by deleting it in its entirety and substituting therefor the following:

                                  ARTICLE XV.

                                Loans to Members

                 15.1     Application and Limitation.  Upon the written
         application of any Member (including any Member who (a) has terminated
         employment, (b) has not received a distribution of the entire balance
         in such Member's account, and (c) is a "party-in-interest" (as defined
         in Section 3(14) of the Act)) the Administrative Committee, in
         accordance with its uniform, nondiscriminatory policy, may make a loan
         to such Member under this Plan.  The Trustee shall have no power or
         responsibility to administer or make interpretations under this
         Article XV and shall be directed by the Administrative Committee in
         any action it takes under this Article.  If the Member is married at
         the time of the application, written spousal consent regarding the
         amount of the loan and the possible reduction of the Member's Account
         balance as a result of default shall be obtained within the 90-day
         period ending on the date the loan is made, and such consent shall
         meet requirements comparable to those set forth in Section 417(a)(2)
         of the Code.  The preceding sentence shall not apply if the
         Administrative Committee does not have actual knowledge of such
         marriage or the Member reasonably demonstrates that the whereabouts of
         his spouse is unknown.





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                 The amount of a loan to any Member shall not exceed the lesser
         of:

                          (a)     $50,000, reduced by the excess (if any) of

                                  (i)      the highest outstanding balance of
                                           loans from the Plan during the
                                           one-year period ending on the day
                                           before the date on which a loan is
                                           made, over

                                  (ii)     the outstanding balance of loans
                                           from the Plan on the date on which a
                                           loan is made, or

                          (b)     one-half (1/2) of the vested amount in the
                                  Member's Account.

                 15.2     Purposes of Loans.  Loans shall be made under the
         provisions of this Article XV for any legal purpose except for the
         purposes of purchasing securities.  The authority herein granted to
         the Administrative Committee to approve such loans from the Trust Fund
         is for the purpose of above and shall not be used as a means of
         distributing benefits before they otherwise become due.  The
         Administrative Committee shall review and process Members'
         applications for loans on a case-by-case basis in accordance with its
         uniform, nondiscriminatory policy.

                 15.3     Terms.  All loans to Plan Members granted under this
         provision shall be treated as a segregated individual earmarked
         investment of each such borrowing Member's Account (as provided in
         Section 15.6 below) and shall be evidenced by the Member's promissory
         note payable to the order of the Trustee.  the Administrative
         Committee shall have the right to make any reasonable interpretations
         to implement the rate of interest charged and shall have the right to
         modify such interpretations upon proper notice with respect to all
         future loans.  Such loans shall bear interest at the rate determined
         by the Administrative Committee at the time the loan is made
         commensurate with the interest rate charged by persons in the business
         of lending money for loans that could be made under similar
         circumstances on either a local geographical basis or if the
         Administrative Committee determines it appropriate on a uniform
         national basis.  The terms of any loan shall be prescribed by the
         Administrative Committee in accordance with the provisions of this
         Article and with notice to the Member.  The specified maturity date,
         including extensions,





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         renewals, renegotiations, or revisions, shall not be later than the
         earlier of (a) except for a "party- in-interest," the date of the
         Member's termination of employment or (b) either five (5) years
         measured from the date the loan is made by the Trustee, or, in the
         event of a home loan, as described in Section 15.4, ten (10) years
         measured from the date such home loan is made.  Any loan granted under
         the terms of this Article XV shall be repaid on an installment basis,
         with substantially level amortization of principal and interest, not
         less often than quarterly.  Loan repayments shall be made through
         payroll deduction, which shall be irrevocably authorized by the
         borrowing member in writing on a form prescribed by the Administrative
         Committee for this purpose.  Payroll deduction shall be the exclusive
         means of repayment except for a Member with an outstanding loan
         balance who terminates employment and no longer receives compensation
         payments from a Signatory Company.  Such a terminated Member shall
         continue to make payments in the form of personal checks or money
         orders.  The borrowing Member's Account shall serve as security for
         the loan and a provision for this shall be provided in the promissory
         note made by the Member.  Every loan applicant shall receive, at the
         time the loan is made, a clear statement of the charges involved in
         each loan transaction.  this statement shall include the dollar amount
         and annual interest rate of the finance charge.  To the extent
         applicable, these disclosures shall comply with the requirements of
         the federal Truth-in-Lending laws.  Expenses incurred by the Plan in
         processing a Member's loan shall be charged against the borrowing
         Member.  The Administrative Committee, in its discretion, shall
         promulgate a written loan procedures program to carry out the
         provisions of this Article and applicable tax and labor regulations.

                 15.4     Home Loans.  A home loan is any loan used to acquire
         any dwelling unit (including, but not limited to, a house, apartment,
         condominium, or mobile home not used on a transient basis) which
         within a reasonable time is to be used (determined at the time the
         loan is made) as the principal residence of the Member.

                 15.5 Recourse: Prohibition Against Distributions While Loan
         Outstanding.  There shall not be any payment out of the Trust Fund
         (except to the extent the Plan allows for hardship withdrawals) to any
         Member, Beneficiary, or other individual or entity under this Plan
         unless and until all unpaid loans to such Member, and interest
         thereon, shall have been first satisfied in full.  In the event a note
         is not paid as and when due, the Administrative Committee (or Trustee)
         may, in addition and without resort to such other remedies as it





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         may have under the law, give written notice to the Member sent to his
         last known address.  If the note is not paid after a reasonable time
         as prescribed by the Administrative Committee in accordance with its
         uniform procedures, the amount standing to the credit of the member's
         Account in the Trust will be offset by the amount of the unpaid
         balance of the loan, together with the interest thereon.  The
         Administrative Committee shall then send a written notice to the
         Member at his last known address which confirms the amount the Member
         must include in his income as a deemed distribution from the Plan.
         The Administrative Committee shall also be responsible for any
         informational reporting, withholding or other tax notice requirements
         incident to such deemed distribution.  At the time an event requiring
         a distribution from the Trust Fund occurs, such as death, disability,
         retirement or termination of employment, such amount which had offset
         against the Member's Account, will now be applied to actually reduce
         the Member's interest in such Account.  If an event normally requiring
         a distribution, as described above, occurs before any loan is repaid
         in full, the unpaid balance thereof, together with the interest
         thereon, shall become due and payable and the Trustee shall first
         satisfy the indebtedness from the amount in the member's Account
         before making any payments to the Member, or to such other individual
         or entity as determined under this Plan.

                 15.6     Treatment of Loan Proceeds.  The Administrative
         Committee shall determine in accordance with its prescribed procedures
         the amount and extent of the investment funds in which the Member's
         Account is held at the time of the loan from which the loan shall be
         charged and debited.  the borrowing Member shall be furnished a copy
         of these procedures.  All Member loans under this Article XV shall be
         treated as segregated earmarked investments of such borrowing Member's
         Account.  Each Member's Account shall be credited with repayments of
         interest made by such Member and received by the Trust.  Each
         repayment of principal and interest shall be credited to the
         underlying investment funds in the same proportion as the Member's
         most recent designation of investments of his current Deferral
         Contributions except to the extent that the procedures prescribed by
         the Administrative Committee otherwise provide.

                 15.7     Effect on Right to Participate in Plan.  Unless a
         Member leaves the employ of a Signatory Company or withdraws from the
         Plan temporarily or permanently, the existence of a loan from the Plan
         shall not affect such Member's good standing and right to continue to
         participate in the Plan.





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                 15.8     Minimum Loan Amounts and Other Limitations.
         Notwithstanding any other provision of this Plan, no Member shall be
         eligible for a loan under the provisions of this Article XV unless the
         amount such loan, considered separately without regard to or adding
         back to any other outstanding loans of the Member from the Plan,
         exceeds the minimum limit uniformly prescribed by the Administrative
         Committee.  Under current Department of Labor regulations the limit
         may not be greater than $1,000.00.  The Administrative Committee may
         also prescribe other procedures and limitations with respect to the
         number of loans that a Member may make from the Plan each year or have
         outstanding at any one time and the time, method and frequency during
         each year when such loan or loans shall be made and charged against
         such Member's Account.

         3.      In all other respects, the Plan shall be and remain as
previously amended.

         IN WITNESS WHEREOF, this Sixth Amendment to the Stewart Title Guaranty
Company Salary Deferral Plan and Trust has been entered into and is effective
on the date set forth above.

                                            CORPORATION:

                                            STEWART TITLE GUARANTY COMPANY


                                            By: ________________________________
                                                    Malcolm Morris, President


                                            TRUSTEE:

                                            FIRST INTERSTATE BANK OF TEXAS, N.A.



                                            By: ________________________________
                                                 John J. Kelley, Vice President
                                                         and Trust Officer





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THE STATE OF TEXAS                }
                                  }
COUNTY  OF HARRIS                 }

         BEFORE ME, the undersigned authority, on this day personally appeared
Malcolm Morris, known to me to be the person whose name is subscribed to the
foregoing instrument as President of Stewart Title Guaranty Company, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
said corporation.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _______ day of
September, 1991.



                                            ____________________________________
                                                NOTARY PUBLIC, STATE OF TEXAS



THE STATE OF TEXAS                }
                                  }
COUNTY  OF HARRIS                 }

         BEFORE ME, the undersigned authority, on this day personally appeared
John J. Kelley, known to me to be the person whose name is subscribed to the
foregoing instrument as Vice President and Trust Officer of First Interstate
Bank of Texas, N.A., and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated
and as the act and deed of said national banking association.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _______ day of
September, 1991.



                                            ____________________________________
                                                NOTARY PUBLIC, STATE OF TEXAS





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