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                                                                   EXHIBIT 4.10


                            TWELFTH AMENDMENT TO THE

                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST



         THIS TWELFTH AMENDMENT of the Stewart Title Guaranty Company Salary
Deferral Plan and Trust (the "Plan" and/or "Trust") is made this ________ day
of ______________, 1995, by and between Stewart Title Guaranty Company (the
"Corporation"), of Houston, Texas and First Interstate Bank of Texas, N.A. (the
"Trustee"), a national banking association of Houston, Texas:

                              W I T N E S S E T H:

         WHEREAS, on December 31, 1985, 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 May 18, 1986, effective
January 1, 1987; and amended February 26, 1988, effective January 1, 1986; and
amended April 5, 1989, effective January 1, 1989; and amended May 30, 1989,
effective May 31, 1989; and amended and restated May 11, 1992, effective
January 1, 1989; and amended September 18, 1991; and amended April 24, 1992;
and amended May 27, 1992, and amended May 20, 1993; and amended August 8, 1994;
and amended December 12, 1994, effective January 1, 1993; and

         WHEREAS, the Corporation wishes to amend the Plan and Trust effective
beginning on or after October 1, 1995;
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         NOW THEREFORE, pursuant to the provisions of Article XVI, Section
16.1, the Plan and Trust is hereby amended as follows:

                 1.       Article XIV, Section 14.2 shall be amended by
         deleting paragraph (d) thereunder in its entirety, and substituting
         therefor the following:

                          (d)     (In its sole and complete discretion):  to
                 vote, either in person or by proxy, with or without power of
                 substitution, any stocks (including Employer Stock), bonds or
                 other securities held by it; to respond to any tender or
                 exchange offer and any matters related thereto with respect to
                 any stock including Employer Stock; to exercise any options
                 appurtenant to any stocks, bonds or other securities for the
                 conversion thereof into other stocks, bonds or securities; to
                 exercise any rights to subscribe for additional stocks, bonds
                 or other securities and to make any and all necessary payments
                 thereof; and

                 2.       Article XIV, Section 14.2 shall be amended by adding
         to the end thereof a new paragraph (o) to read as follows:

                          ; and

                          (o)  To invest in whole or in part, the assets of the
                 Trust in Employer Stock or other Qualifying Employer
                 Securities which satisfy the definition in Section 407(d)(5)
                 of the Act, including the common stock, $1.00 par value, of
                 Stewart Information Services Corporation, an Affiliated
                 Company hereunder (the "SISCO Stock"); provided that the
                 purchase or other acquisition of the SISCO Stock be made by
                 the Trustee on the open market, in private transactions or by
                 matching corresponding orders within the Trust, and not be
                 made by issuance of such stock by SISCO or the sale of such
                 stock as treasury stock by SISCO without the written legal
                 opinion of the




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                 Corporation's counsel in or regarding compliance with
                 applicable securities laws; provided further that the
                 acquisition of SISCO Stock by the Trustee for the Trust is
                 subject to the limitations provided in Section 14.4 below;
                 (This Plan is intended to qualify as an "eligible individual
                 account plan" as defined in Section 407(d)(3) of the Act.)

                 3.       Article XIV, shall be amended by deleting in its
         entirety Section 14.4 (as modified by the Ninth Amendment to the Plan)
         thereunder and substituting therefor the following:

                          14.4    Investment of Contributions.  Each Member
                 shall have the right to elect, in writing on a form provided
                 by the Administrative Committee, to have the Deferral
                 Contributions, Employer Matching Con-tributions, Employer
                 Contributions (if any) and any rollover contributions accepted
                 into the Plan pursuant to Article XI, Section 11.1, which are
                 allocated to his Account invested in such classes of
                 investments as are selected from time to time by the
                 Administrative Com-mittee and offered for investment by the
                 Members on a uniform, nondiscriminatory basis.  It is
                 contemplated that the Administrative Committee will select and
                 administer a variety of investment funds to make available to
                 the Members in a manner generally intended (except as provided
                 below) to satisfy the participant control provisions of
                 Section 404(c) of the Act and the regulations thereunder.  At
                 the present time it is contemplated that the Administrative
                 Committee will make the following types of investment funds
                 available:

                                  Fixed Income Fund.  Invested predominantly in
                          fixed income invest- ments, including but not limited
                          to bonds, preferred stocks, debentures, insurance
                          contracts, and notes secured by real estate
                          mortgages.





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                                  Equity Fund.  Invested predominantly in
                          equity investments, including but not limited to
                          common stocks, preferred stocks and convertible debt
                          securities.

                                  Money Market Fund.  Invested pre-dominantly
                          in time deposits and money market funds, including
                          savings accounts and certificates of a financial
                          organ-ization (including such accounts with the
                          Trustee or its affiliates which bear a reasonable
                          rate of interest), United States Treasury Bills,
                          bankers accep-tances, commercial paper and notes
                          (including variable amount notes maintained by the
                          Trustee).

                                  Balanced Fund.  Invested as a general
                          balanced portfolio in all forms of investments,
                          including (without limitation) equities or fixed
                          income securities, time deposits or money market
                          funds, in any combination and in any amount, all in
                          the sole discretion of the Trustee.

                                  International Securities Fund.  Invested in
                          the equity and fixed income securities of foreign
                          companies and the securities of foreign governments.

                                  Company Stock Fund.  Invested in SISCO Stock.

                          The Administrative Committee shall have the authority
                 to change from time to time the investment funds and types of
                 investment funds made available hereunder and to oversee and
                 monitor the management of these funds by the Trustee and any
                 Investment Managers, except that with respect to the Company
                 Stock Fund, the Administrative Committee shall be subject to
                 the direction of the Corporation.  With respect to the Company
                 Stock Fund, the Plan and Trust shall be administered and
                 managed in a manner to comply with the applicable
                 regu-lations, releases, rulings and exemptions of the
                 Securities and Exchange Commission, including to the extent
                 applicable those under Rule 144 and Rule 16(b)(3).





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                          The Administrative Committee shall instruct the
                 Trustee to invest the Deferral Contributions, Employer
                 Matching Contributions, Employer Contributions (if any) and
                 any rollover contributions accepted into the Plan pursuant to
                 Article XI, Section 11.1, in the manner and proportions
                 instructed by the Member.  The Member may elect any
                 combination of investments in his existing Account and the
                 future contributions to be made to his Account in the funds
                 made available under the Plan in increments of 10 percent,
                 except that the maximum amount a Member may have invested in
                 the Company Stock Fund under this Plan, is 20 percent of his
                 total Account balance.  Not- withstanding the limitation in
                 the preceding sentence, the 20 percent limitation on a
                 Member's investment in the Company Stock Fund shall not cause
                 a divestment or liquidation of any amount of the Member's
                 Account in the Company Stock Fund even if such amount exceeds
                 20 percent of his total Account balance by virtue of the
                 greater appreciation (or lesser depreciation) in value of the
                 Company Stock Fund as compared to the total appreciation (or
                 depreciation) in value of the other funds in such Member's
                 Account.  Each Member shall be allowed to designate without
                 limit that up to the maximum 20 percent of such Member's
                 cur-rent and future Deferral Contributions and Employer
                 Matching Contributions made to the Trust at any time or after
                 any payroll period, may be invested in the Company Stock Fund,
                 without regard to whether or not the pro-portion of his
                 Account balance held in the Company Stock Fund as compared to
                 the total Account balance exceeds the 20 percent limit.

                          It is contemplated that at the present time, that the
                 administration of the Company Stock Fund shall not be
                 conducted by the Administrative Committee in a manner intended
                 to comply with the participant control pro-visions of Section
                 404(c) of the Act and the regulations thereunder.  The
                 Administrative Committee shall have sole authority to
                 deter-mine whether the administration of any or all of the
                 investment funds shall be conducted in a manner intended to
                 comply with the partic-





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                 ipant control provisions of Section 404(c) of the Act and the
                 regulations thereunder.

                          It is also recognized that since the SISCO Stock is
                 not actively traded on the open market each and every business
                 day, that the execution of any trade by the Trustee in the
                 SISCO Stock pursuant to a direction of the Member may become
                 subject to a delay or lag of several or more days until a
                 corresponding order is received from another investor in order
                 to complete the trade.  The Trustee shall have the authority
                 in its discretion to match within the Trust any corresponding
                 buy and sell orders for the SISCO Stock currently made by
                 Members, before filling such orders outside the Trust in the
                 open market or otherwise.  For purposes of all trades, orders
                 and buy and sell directions of the SISCO Stock, the Trustee
                 shall have a reasonably sufficient period of time, as the
                 Trustee may determine in its discretion, to complete such
                 trade or other settlement, whether by matching within the
                 Trust or by going outside the Trust such as on the open
                 market.

                          As of any point in time, a Member may elect to change
                 the investment of his present account and/or the investment of
                 future contributions to be made on his behalf.  In the event
                 that the Member wants to change his investment election, he
                 must notify the Administrative Committee of such change in
                 writing.  Investment election changes must be in increments of
                 10 percent and shall be effective on the Entry Date coincident
                 with or next following 15 days after the election change is
                 received by the Administrative Committee.

                          The Administrative Committee shall have complete
                 authority to prescribe the forms and procedures for the making
                 of elections and directions by the Members under this Section
                 14.4 and to prescribe any new forms and procedures including
                 any of the percentage limits on any of the investment funds
                 made available under this Plan.  Therefore, the Administrative
                 Committee shall have authority to change the procedures and
                 limits specified above in this Section 14.4.





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

         IN WITNESS WHEREOF, the Corporation and the Trustee have caused this
Twelfth Amendment to be executed.

                                           STEWART TITLE GUARANTY COMPANY
                                        
                                        
_________________, 1995                    BY: _______________________________
                                               Malcolm Morris, President
                                        
                                        
                                        
                                           TRUSTEE:
                                        
                                           FIRST INTERSTATE BANK OF TEXAS, N.A.
                                        
                                        
                                        
_________________, 1995                    BY:_________________________________
                                              John J. Kelley, Vice President and
                                                                Trust Officer


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 and in the capacity therein stated, as the act and deed of
said Corporation.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the _____ day of
________________, 1995.

                                                 _______________________________
                                                 NOTARY PUBLIC IN AND FOR
                                                 THE STATE  OF  T E X A S





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                                                 My Commission Expires:________



THE STATE OF TEXAS                }
                                  }
COUNTY  OF  HARRIS                }

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

         GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the _____ day of
_______________, 1995.

                                                 _______________________________
                                                 NOTARY PUBLIC IN AND FOR
                                                 THE STATE OF TEXAS

                                                 My Commission Expires:_________





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