
<PAGE>   1
                                                                     EXHIBIT 4.8

                             TENTH AMENDMENT OF THE

                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST


         THIS TENTH AMENDMENT of the STEWART TITLE GUARANTY COMPANY SALARY
DEFERRAL PLAN AND TRUST (hereinafter sometimes called the "Plan" or "Trust") is
made this the 8th day of August, 1994, 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, 1991; and amended on April 24,
1992; and amended on May 27, 1992; and amended on May 20, 1993; 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.
<PAGE>   2
         NOW, THEREFORE, pursuant to the provisions of Article XVI, Section
16.1 of the Plan, the Plan is hereby amended as follows:

         Article I, Section 1.3 of the Plan is amended by deleting the present
Section 1.3 in its entirety and substituting therefor the following new Section
1.3:

         1.3 "Actual Contribution Percentage" means, with respect to a
specified group of Eligible Employees, the average of the ratios (expressed as
a percentage, rounded to the nearest one-hundredth percent) calculated
separately for each Eligible Employee in such group of:

                 (a)      the sum of the following contributions paid under the
         Plan on behalf of each such Eligible Employee for such Plan Year

                          (i)     Employer Matching Contributions or any other
                 matching contributions that are not Qualified Nonelective
                 Contributions;

                          (ii)    any after-tax employee contributions
                 (including any Excess Contributions that are recharacterized
                 pursuant to the provisions of Article III, Section 3.3(2) of
                 the Plan);

                          (iii) Qualified Nonelective Contributions
                 specifically designated for this purPose; and

                          (iv) Deferral Contributions specifically designated 
                 for this purpose;

to

                 (b) the Eligible Employee's Considered Compensation for such 
         Plan Year.

For purposes of subsection (a)(i) above, "matching contribution shall mean (I)
any Employer contribution made to the Plan on behalf of an Eligible Employee on
account of an after-tax employee contribution made by such employee, (II) any
Employer contribution made to the Plan on behalf of an Eligible Employee on
account of





                                     -2-
<PAGE>   3
such Employee's Deferral Contribution, and (III) any forfeitures allocated on
the basis of after-tax employee contributions, Deferral Contributions or
matching contributions.

         With respect to any Highly Compensated Eligible Employee who is
eligible to participate in two or more plans of the Corporation or an
Affiliated Company to which matching contributions, employee contributions or
both are made, all such contributions on behalf of such Highly Compensated
Eligible Employee must be aggregated for purposes of determining such
Employee's Actual Contribution Percentage.

         For the purpose of determining the Actual Contribution Percentage of a
Highly Compensated Employee who is either a 5% owner or one of the ten (10)
Highly Compensated Employees paid the greatest amount of compensation (as
defined under Code Section 415) during the Plan Year, and is thereby subject to
the family aggregation rules of Code Section 414(q)(6), the Actual Contribution
Percentage for the family group (which is treated as one Highly Compensated
Employee) is the Actual Contribution Percentage determined by combining the
contributions and compensation of all eligible Family Members.  Except to the
extent taken into account in the preceding sentence, the contributions and
compensation of all Family Members are disregarded in determining the Actual
Contribution Percentages for the groups of Highly Compensated Employees and
Non-Highly Compensated Employees.

         Article I, Section 1.13 of the Plan is amended by deleting the present
Section 1.13 in its entirety and substituting therefor the following new
Section 1.13:





                                      -3-
<PAGE>   4
         1.13 "Considered Compensation" means, as to each Eligible Employee, all
compensation otherwise paid or accrued to him after he has become eligible for
the Plan by the Signatory Company during the Plan Year, including regular
salary, hourly base pay, overtime pay, contractual bonuses, bonuses derived by
formula, commissions, discretionary bonuses and Deferral Contributions, but
excluding any Employer Contributions or any Employer Matching Contributions
under this Plan and other contingent compensation. For Plan Years beginning on
or after January 1, 1990 (or a later date permitted by Treasury regulations)
for purposes of calculating the Actual Deferral Percentage and Actual
Contribution Percentage, Considered Compensation shall be taken into account
for the entire Plan Year of each Eligible Employee without regard to whether
that Employee was eligible to participate in the Plan for the entire Plan Year.

         For purposes of Article V of the Plan, Considered Compensation shall
not include the following:

                 (a) Employer contributions to a plan of deferred compensation
         which are not included in the Employee's gross income for the taxable
         year in which contributed or employer contributions under a simplified
         employee pension plan to the extent such contributions are deductible
         by the Eligible Employee, or any distributions from a plan of deferred
         compensation;

                 (b) Amounts realized from the exercise of a nonqualified stock
         option, or when restricted stock (or property) held by the Employee
         either becomes freely transferable or is no longer subject to a
         substantial risk of forfeiture;

                 (c) Amounts realized from the sale, exchange or other
         disposition of stock acquired under a qualified stock option; and

                 (d) Other amounts which received special tax benefits, or
         contributions made by the Employer (whether or not under a salary
         reduction agreement) towards the purchase of an annuity described in
         Section 403(b) of the





                                      -4-
<PAGE>   5
         Code (whether or not the amounts are actually excludable from the
         gross income of the Employee).

Considered Compensation shall be limited to two hundred thousand dollars
($200,000) or such greater amount as may be determined pursuant to Section
416(d) or Section 401(a)(17) of the Code.  In determining an Employee's
Considered Compensation the rules of Section 414(q)(6) of the Code shall apply,
except that the term "family" as used therein shall include only the Employee's
spouse and any of the Employee's lineal descendants who have not attained age
nineteen (19) on or before the last day of the Plan Year.  For  this purpose in
applying the $200,000 limit above, a Highly Compensated Employee and members of
his family will be treated as a single employee with one compensation and the
$200,000 limit will be allocated among the members of the family unit in
proportion to each such family member's compensation (except for the purpose of
determining compensation below the Plan's integration level, if applicable).
For other purposes in the Plan, the term "family member" unless otherwise
indicated means with respect to the affected Member, such Member's spouse, such
Member's lineal descendants and ascendants and the spouses of such lineal
descendants and ascendants, as described in Section 414(q)(6)(B) of the Code.

         In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual compensation of each employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit.  The OBRA '93 annual compensation limit is $150,000, as
adjusted by the





                                      -5-
<PAGE>   6
Commissioner for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Internal Revenue Code.  The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which compensation is determined (determination period) beginning in such
calendar year.  If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

         For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitations under Section 401(a)(17) of the Code shall mean
the OBRA '93 annual compensation limit set forth in this provision.

         If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current Plan
Year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period.  For this purpose, for determination periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

         Article II, Section 2.3 of the Plan is amended by deleting the present
Section 2.3 in its entirety and substituting therefor the following new Section
2.3:

         2.3     Participation and Service Upon Reemployment. Partici-pation in
the Plan shall cease upon termination of employment with the Signatory Company.
Termination of employment may result from





                                      -6-
<PAGE>   7
retirement, death, disability, voluntary or involuntary termination of
employment, unauthorized absence, or by failure to return to active employment
with the Signatory Company by the date on which an Authorized Leave of Absence
expires.

         Upon the reemployment of any person after the Effective Date who had
previously been employed by the Signatory Company on or after the Effective
Date, the following rules shall apply in determining his participation in the
Plan:

                 (a) If the reemployed Employee was not a Member of the Plan
         during his prior period of employment, he must meet the service
         requirements of Section 2.1 for participation in the Plan as if he
         were a new Employee; provided, however, that if such Employee failed
         to incur a Break-in-Service prior to his reemployment commencement
         date, the eligibility computation period for such reemployed Employee
         shall be the initial period beginning with the Employee's employment
         commencement date and not the date of his reemployment;

                 (b) If the reemployed Employee had previously satisfied the
         requirements of Section 2.1 and had been a Member of the Plan prior to
         his termination of employment, he shall become an Eligible Employee on
         his reemployment commencement date;

                 (c) If the reemployed Employee had been a Member of the Plan
         prior to his termination but suffered a one-year Break-in-Service
         prior to his resumption of employment, he shall not be eligible to
         reparticipate in the Plan until he has completed a Year of Service
         after his return, and his reparticipation shall be effective as of his
         reemployment commencement date.

For purposes of this section, an Employee's employment commencement date shall
be the date he first performs an Hour of Service for the Signatory Company and
his reemployment commencement date shall be the date he first performs an Hour
of Service upon reemployment with the Signatory Company.

         In the case of a Member who does not have any nonforfeitable right
under the Plan to the portion of his Account attributable to





                                      -7-
<PAGE>   8
employer contributions, and who has multiple consecutive one-year
Breaks-in-Service, the number of Years of Service earned before the
Break-in-Service will be totalled.  If the number of consecutive one-year
Breaks-in-Service equals or exceeds the greater of:  (i) five (5), or (ii) the
aggregate number of pre-Break Years of Service, all pre-Break Years of Service
may be excluded in determining such Member's eligibility or reeligibility for
the Plan.

         Article III, Section 3.3 of the Plan is amended by deleting the
present Section 3.3 in its entirety and substituting therefor the following new
Section 3.3:

         3.3  Actual Deferral Percentage Test.  If for the Plan Year the Actual
Deferral Percentage for the group of Highly Compensated Eligible Employees
(based upon Eligible Employee participation elections) would be more than the
greater of:

                 (a)      the Actual Deferral Percentage of all other Eligible
         Employees multiplied by 1.25; or

                 (b)      the lesser of (i) two percentage (2%) points plus the
         Actual Deferral Percentage of all other Eligible Employees, or (ii)
         the Actual Deferral Percentage of all other Eligible Employees
         multiplied by two (2),

such Excess Contribution shall be corrected in the manner set forth below.  The
calculation described in the preceding sentence is referred to herein as the
"Actual Deferral Percentage Test."  The Administrative Committee may, in its
discretion, select either of the following methods of correction or any
combination thereof in any Plan Year:

                 (1)      The Excess Contributions (and income allocable
         thereto) may, if such Excess Contributions are designated by the
         Administrative Committee as distributions of Excess Contributions (and
         income), be distributed to the appropriate Highly Compensated Eligible
         Employees after





                                      -8-
<PAGE>   9
         the close of such Plan Year and within 12 months of the close of such
         Plan Year.  The income allocable to Excess Contributions includes both
         income for the Plan Year for which the Excess Contributions were made
         and income for the period between the end of the Plan Year and the
         date of distribution, and will be calculated pursuant to Treas. Reg.
         Section 1.401(k)-1(f)(4).  If feasible, the Administrative Committee
         shall in its sole discretion determine and distribute the amount of
         Excess Contributions within two and one-half (2 1/2) months after the
         end of the Plan Year.  The Administrative Committee may distribute
         Excess Contributions without regard to any notice or consent otherwise
         required under the Plan or Section 411(a)(11) and Section 417 of the
         Code limiting distributions.  The amount of Excess Contributions for a
         Highly Compensated Eligible Employee for a Plan Year is to be
         determined by the following leveling method, under which the actual
         deferral ratio of the Highly Compensated Eligible Employee with the
         highest actual deferral ratio is reduced to the extent required to
         satisfy the Actual Deferral Percentage Test set forth above or cause
         such Highly Compensated Eligible Employee's actual deferral ratio to
         equal the ratio of the Highly Compensated Eligible Employee with the
         next highest actual deferral ratio.  This process must be repeated
         until the Actual Deferral Percentage Test is satisfied for such Plan
         Year.  Except to the extent otherwise provided in regulations, both
         refunded Excess Deferrals and retained Excess Deferrals under Section
         3.7 of this Article are taken into account in determining a Member's
         Actual Deferral percentage for purposes of the above calculation.

                 (2)      The Excess Contributions may be recharacterized as
         after-tax employee contributions in accordance with the provisions of
         Treas. Reg. Section 1.401(k)-1(f)(3).  Recharacterized Excess
         Contributions remain subject to the nonforfeitability requirements and
         distribution limitations that apply to Deferral Contributions.  Excess
         Contributions will not be recharacterized with respect to a Highly
         Compensated Eligible Employee to the extent that the recharacterized
         amounts, in combination with employee contributions actually made by
         such Highly Compensated Eligible Employee, exceed the maximum amount
         of employee contributions (determined prior to the application of Code
         Section 401(m)(2)(A)) that such Highly Compensated Eligible Employee
         is permitted to make under the Plan in the absence of
         recharacterization;

provided recharacterization as provided in the foregoing paragraph (2) will not
be applied or utilized unless the Plan is first amended on a timely basis (so
to be in effect on the first day of the Plan Year for which recharacterization
is to be applied) to





                                      -9-
<PAGE>   10
provide for after tax employee contributions and satisfy the other conditions
set forth in Treas. Reg.  Section 1.401(k)-1(f)(3)(iii).

         In no event shall the sum of the Deferral Contributions (including
recharacterized Excess Contributions), and the Signatory Company's Employer
Matching Contribution, and the Signatory Company's Employer Contribution exceed
an amount equal to fifteen percent (15%) of the total Considered Compensation
otherwise paid or accrued during such Plan Year of such Signatory Company plus
the maximum amount deductible under the "carry-over" provisions of the Code
relating to Employer Matching Contributions and Employer Contributions in
previous years of less than the maximum amount permissible.  In addition, in no
event shall the aggregate of such Deferral Contribution, Employer Matching
Contribution, Employer Contribution and the Signatory Company's contributions
to all other qualified pension, profit sharing or stock bonus plans for such
Plan Year exceed the amount deductible from the Signatory Company's income for
such Plan Year under Section 404(a)(7) of the Code.  In the event the aggregate
of the Signatory Company's contributions under all plans would exceed such
maximum deductible amount, the Employer Matching Contribution and Employer
Contribution to the Plans shall be reduced by the amount necessary to reduce
the Signatory Company's aggregate contribution under all such plans to the
maximum amount deductible under said section of the Code.

         Deferral Contributions will be taken into account under the Actual
Deferral Percentage Test for a Plan Year only if such Deferral Contributions
are allocated to the Eligible Employee as of a date within such Plan Year.  For
this purpose, a Deferral Contribution is considered allocated as of a date
within a Plan





                                      -10-
<PAGE>   11
Year if the allocation is not contingent on participation or performance of
services after such date and the Deferral Contribution is actually paid to the
Trust no later than twelve (12) months after the Plan Year to which the
contribution relates.

         In the case of a Highly Compensated Eligible Employee whose Actual
Deferral Percentage is determined under the family aggregation rules of Code
Section 414(q)(6), the determination of the amount of Excess Contributions
shall be made as follows:

                 (3)      If the Highly Compensated Eligible Employee's Actual
         Deferral Percentage is determined under Article I, Section 1.4(1)(ii),
         then the Actual Deferral Percentage is reduced in accordance with the
         leveling method described in Treas. Reg. Section  1.401(k)-1(f)(2) and
         the Excess Contributions for the family unit are allocated among the
         Family Members in proportion to the elective contributions of each
         Family Member that have been combined to determine the Actual Deferral
         Percentage.

                 (4)      If the Highly Compensated Eligible Employee's Actual
         Deferral Percentage is determined under Article I, Section 1.4(1)(i),
         then the Actual Deferral Percentage is reduced in accordance with the
         leveling method described in Treas. Reg. Section  1.401(k)-1(f)(2) but
         not below the Actual Deferral Percentage of Family Members who are
         Non-Highly Compensated Eligible Employees without regard to family
         aggregation.  Excess Contributions are determined by taking into
         account the contributions of the eligible Family Members who are
         Highly Compensated Eligible Employees without regard to family
         aggregation, and are allocated among such Family Members in proportion
         to each such Family Member's elective contributions.  If further
         reduction of the Actual Deferral Percentage is required, Excess
         Contributions resulting from this reduction are determined by taking
         into account the contributions of all eligible Family Members and are
         allocated among such Family Members in proportion to the elective
         contributions of each Family Member.

Paragraphs (3) and (4) above shall be administered in accordance with Treas.
Reg. Section 1.401(k)-1(f)(5)(ii).  Excess Contributions will be corrected in
accordance with this Section 3.3 in a timely fashion to avoid disqualification
of the Plan or other sanction





                                      -11-
<PAGE>   12
imposed under the Code (including the imposition of tax under Code Section
4979).

         Article III, Section 3.8 of the Plan is amended by deleting the
present Section 3.8 in its entirety and substituting therefor the following new
Section 3.8:

         3.8  Actual Contribution Percentage Test.  If for the Plan Year the
Actual Contribution Percentage for the group of Highly Compensated Eligible
Employees would be more than the greater of:

                 (a)      the Actual Contribution Percentage for all other
         Eligible Employees multiplied by 1.25; or

                 (b)      the lesser of (i) the Actual Contribution Percentage
         for all other Eligible Employees plus two percentage (2%) points, or
         (ii) the Actual Contribution Percentage for all other Eligible
         Employees multiplied by two (2),

such Excess Aggregate Contributions, shall be corrected in the manner set forth
below.  The calculation described in the preceding sentence is referred to
herein as the "Actual Contribution Percentage Test."

         For this purpose, an eligible employee is any employee who is directly
or indirectly eligible to receive an allocation of matching contributions or to
make employee contributions and includes:  an employee who would be a plan
participant but for the failure to make required contributions; an employee
whose right to make employee contributions or to receive matching contributions
has been suspended because of an election (other than certain one-time
elections) not to participate; and an employee who cannot make an employee
contribution or receive a matching contribution because section 415(c)(1) or
section 415(e) prevents the employee from receiving additional annual
additions.  In the case of an





                                      -12-
<PAGE>   13
eligible employee who makes no employee contributions and who receives no
matching contributions, the contribution ratio that is to be included in
determining the ACP is zero.  For a plan year, contributions will be taken into
account as follows:  An employee contribution is to be taken into account if it
is paid to the trust during the plan year or paid to an agent of the plan and
transmitted to the trust within a reasonable period after the end of the plan
year.  An excess contribution to a cash or deferred arrangement that is
recharacterized (but only if such recharacterization is properly provided for
under Section 3.3(2) above) is to be taken into account in the plan year in
which the contribution would have been received in cash by the employee had the
employee not elected to defer the amounts.  A matching contribution taken into
account for a plan year only if it is (1) made on account of the employee's
elective or employee contributions for the plan year, (2) allocated to the
employee's account as of a date within that year, and (3) paid to the trust by
the end of the 12th month following the close of that year.  Qualified matching
contributions which are used to meet the requirements of section 401(k)(3)(A)
are not to be taken into account for purposes of the ACP test of section
401(m).  For purposes of determining whether a plan satisfies the actual
contribution percentage test of section 401(m), all employee and matching
contributions that are made under two or more plans that are aggregated for
purposes of section 401(a)(4) and 410(b) (other than section 410(b)(2)(A)(ii))
are to be treated as made under a single plan and that if two or more plans are
permissively aggregated for purposes of section 401(m),





                                      -13-
<PAGE>   14
the aggregated plans must also satisfy section 401(a)(4) and 410(b) as though
they were a single plan.

         The Excess Aggregate Contributions(and income allocable thereto) shall
be distributed to (or, if forfeitable, in the discretion of the Administrative
Committee uniformly applied, forfeited by) Highly Compensated Eligible
Employees after the close of the Plan Year in which such Excess Aggregate
Contributions arose and within 12 months after the close of the following Plan
Year.  If feasible, the Administrative Committee shall in its sole discretion
determine and distribute the amount of Excess Aggregate Contributions within
two and one-half (2 1/2) months after the end of the Plan Year.  In the event
of the complete termination of the Plan during such Plan Year, the
distributions described in the preceding sentence shall be made after
termination of the Plan and within the 12 months following such termination.

         The amount of Excess Aggregate Contributions for a Highly Compensated
Eligible Employee for a Plan Year is to be determined by the following
contribution leveling method, under which the actual contribution ratio of the
Highly Compensated Eligible Employee with the highest actual contribution ratio
is reduced to the extent required to satisfy the Actual Contribution Percentage
Test  set forth above or to cause such Highly Compensated Eligible Employee's
actual contribution ratio to equal the ratio of the Highly Compensated Eligible
Employee with the next highest actual contribution ratio.  This process must be
repeated until the Actual Contribution Percentage Test is satisfied for such
Plan Year.

         In determining the amount of Excess Aggregate Contributions under the
leveling method set forth above, actual contribution





                                      -14-
<PAGE>   15
ratios must be rounded to the nearest one-hundredth percent of the Eligible
Employee's Considered Compensation.  In no case shall the amount of Excess
Aggregate Contributions with respect to any Highly Compensated Eligible
Employee exceed the amount of the after-tax employee contributions and Employer
Matching Contributions on behalf of such Highly Compensated Eligible Employee
for such Plan Year.  Excess Aggregate Contributions for a Plan Year shall be
distributed or forfeited in accordance with the provisions set forth above and
shall not remain unallocated or allocated to a suspense account for allocation
to one or more employees in any future year.  The determination of the amount
of Excess Aggregate Contributions with respect to a Plan Year shall be made
after the determination and correction of Excess Deferrals under Article III,
Section 3.7, and the determination and correction of Excess Contributions under
Article III, Section 3.3, respectively, have been made.

         The distribution (or forfeiture, if applicable) of excess aggregate
contributions will include the income allocable thereto.  The income allocable
to the excess aggregate contributions includes income for the plan year for
which the excess aggregate contributions were made and may include income for
the period between the end of the plan year and the date of distribution (or
forfeiture).  The manner in which income allocable to excess aggregate
contributions is to be calculated shall be made in accordance with Treas. Reg.
Section  1.401(m)-1(e)(3)(ii).

         In the case of a Highly Compensated Eligible Employee whose Actual
Contribution Percentage is determined under the family





                                      -15-
<PAGE>   16
aggregation rules of Code Section 414(q), the determination of the amount of
Excess Aggregate Contributions shall be made as follows:

                 (1)      If the Highly Compensated Eligible Employee's Actual
         Contribution Percentage is determined by combining the contributions
         and compensation of all Family Members, then the Actual Contribution
         Percentage is reduced in accordance with the leveling method described
         in Treas. Reg.  Section 1.401(m)-1(e)(2) and the Excess Aggregate
         Contributions for the family unit are allocated among the Family
         Members in proportion to the contributions of each Family Member that
         have been combined to determine the Actual Contribution Percentage.

                 (2)      If the Highly Compensated Eligible Employee's Actual
         Contribution Percentage is determined by combining the contributions
         of only those Family Members who are Highly Compensated Eligible
         Employees without regard to family aggregation, then the Actual
         Contribution Percentage is reduced in accordance with the leveling
         method described in Treas. Reg. Section 1.401(m)-1(e)(2) but not below
         the Actual Contribution Percentage of Family Members who are
         Non-Highly Compensated Eligible Employees without regard to family
         aggregation.  Excess Aggregate Contributions are determined by taking
         into account the contributions of the eligible Family Members who are
         Highly Compensated Eligible Employees without regard to family
         aggregation and are allocated among such Family Members in proportion
         to each such Family Member's employee contributions and Employer
         Matching Contributions.  If further reduction of the Actual
         Contribution Percentage is required, Excess Aggregate Contributions
         resulting from this reduction are determined by taking into account
         the contributions of all eligible Family Members  and are allocated
         among such Family Members in proportion to the employee contributions
         and Employer Matching Contributions of each Family Member.

Paragraphs (1) and (2) above shall be administered in accordance with Treas.
Reg. Section 1.401(m)-1(e)(2)(iii).

         Restriction on Multiple Use of Alternative Limit.  In addition to the
limits prescribed by this Section 3.3 and Section 3.8 of this Article III, in
the event the limits in those sections have been both satisfied under the 1.25
or (a) portion limit or otherwise in a manner that would violate Section
401(m)(9)(A) of the Code, the provisions of Section 1.401(m)-2 of the Treasury





                                      -16-
<PAGE>   17
Regulations shall be applied and complied with in order to satisfy this
requirement.  This may result in corrective distributions to certain Highly
Compensated Eligible Employees.  Any corrections or other adjustments made to
satisfy this requirement shall be determined by the Committee in accordance
with the Treasury Regulations.  The corrective distribution shall be first made
by reducing the Actual Deferral Percentage and with respect to all Highly
Compensated Eligible Employees.

         Article IV, Section 4.3 of the Plan is amended by deleting the present
Section 4.3 in its entirety and substituting therefor the following new Section
4.3:

         4.3  Allocation of Deferral Contribution to Members' Accounts.  At the
end of each payroll period under procedures adopted by the Administrative
Committee, the Signatory Company shall transfer the Deferral Contributions to
the Trustee and shall certify to the Administrative Committee the names of the
Eligible Employees, the names of the Members, and the Deferral Contribution
amount for each Member.  The Administrative Committee shall allocate the
Deferral Contribution made on behalf of a Member directly to such Member's
Account and such Deferral Contribution shall be held in a separate account
under such Member's Account.  This separate account shall not contain any other
contributions.

         Article V is amended by inserting immediately after the present
Section 5.3(b), the following new Section 5.3(c):

                 (c)      Notwithstanding the provisions of paragraphs (a) and
         (b) above, to the extent that Annual Additions in excess of the
         permissible limit of Code Section 415 result from a reasonable error
         in determining total elective deferrals as defined in Treas. Reg.
         Section 1.415-6(b)(6), then such excess Annual Additions may be
         corrected by distributing elective deferrals to the





                                      -17-
<PAGE>   18
         Member to the extent necessary to eliminate the amount in excess of
         the Code Section 415 limitation.  The amount distributed is includible
         in the Member's income for the taxable year in which it is
         distributed, and is characterized for tax and reporting purposes as a
         corrective distribution rather than a distribution of benefits.  This
         paragraph (c) shall be administered in accordance with the provisions
         of Treas. Reg. Section 1.415-6(b)(6)(iv) and Revenue Procedure 92-93,
         1992-2 C.B. 505.

         The Plan, as amended hereby, shall continue to remain in effect.

         IN WITNESS WHEREOF, this Tenth 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





                                      -18-
<PAGE>   19
THE STATE OF TEXAS         }
                           }
COUNTY  OF  HARRIS         }

         BEFORE ME, the undersigned authority, 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 August,
1994.


                                           _____________________________________
                                           NOTARY PUBLIC, STATE OF TEXAS





THE STATE OF TEXAS         }
                           }
COUNTY  OF  HARRIS         }

         BEFORE ME, the undersigned authority, 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 August,
1994.


                                           _____________________________________
                                           NOTARY PUBLIC, STATE OF TEXAS





                                      -19-
