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                                                                   EXHIBIT 4.5




                            SEVENTH AMENDMENT OF THE

                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST


         THIS SEVENTH AMENDMENT of the STEWART TITLE GUARANTY COMPANY SALARY
DEFERRAL PLAN AND TRUST (hereinafter sometimes called the "Plan" or "Trust") is
made this the _____ day of _____________, 1992, 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; amended and restated on April 26, 1991 effective
January 1, 1989; and amended on September 18, 1992; and
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         WHEREAS, the Corporation, through the action of its Board of
Directors, wishes to amend the Plan and Trust effective the date set forth
below.

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

         1.      Effective July 1, 1992, Article III, Section 3.2 shall be
amended by deleting the last paragraph thereof in its entirety and substituting
therefor the following:

                 The amount of the Employer Matching Contribution and Employer
         Contribution for each Plan Year shall be established by a resolution
         adopted by the Corporation's Board of Directors.  Such resolution will
         be communicated to the Signatory Companies by the Corporation and to
         the Members by their respective Signatory Companies.  Effective July
         1, 1992, and for each Plan Year beginning thereafter, unless otherwise
         established or determined by the Board of Directors, the Employer
         Matching Contribution shall be equal to fifty percent (50%) of each
         Member's Deferral Contribution up to a maximum Deferral Contribution
         of six percent (6%) of each such Member's Considered Compensation.
         The Employer Matching Contribution in any Plan Year, unless otherwise
         established or determined by the Board of Directors, shall not exceed
         One Thousand Dollars ($1,000.00).

         2.      Effective January 1, 1992, Article XII, Section 12.6 shall be
amended by adding to the end thereof the following:

         The Members of the Administrative Committee may participate in and
         hold a meeting of such committee by means of conference telephone  or
         similar communications equipment by means of which all persons
         participating in the meeting can hear each other, and participation in
         a meeting pursuant to this provision shall constitute presence in
         person at such meeting.

         3.      In all other respects, the Plan shall continue as previously
amended.




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         IN WITNESS WHEREOF, this Seventh 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
______________, 1992.



                                            ____________________________________
                                            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
____________________, 1992.



                                            ____________________________________
                                            NOTARY PUBLIC, STATE OF TEXAS





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