Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 25, 2009, Stewart Information Services Corporation (the "Company") notified the New York Stock Exchange (the "NYSE") that the Company had become aware that Paul W. Hobby, a current director, does not qualify as an independent director as defined in Section 303A.02 of the NYSE Listed Company Manual. While conducting its annual corporate governance compliance review to confirm the independence of the Company's directors, the Company became aware that Mr. Hobby's sister-in-law is a partner in the San Francisco office of KPMG LLP, the Company's independent auditor.
Section 303A.05 of the NYSE Listed Company Manual requires that all members of the Compensation Committee must be independent. Due to his lack of independence, Mr. Hobby immediately resigned as Chair and a member of the Compensation Committee in order for the committee to be in compliance with the NYSE's independence rules. The Board of Directors has appointed Dr. W. Arthur Porter, a current member of the Compensation Committee, as the new Chair of the Compensation Committee. Additionally, the Board of Directors has appointed Laurie C. Moore to serve as the third member of the Compensation Committee. The Board of Directors and the Company believe that Ms. Moore meets the independence requirements of Section 303A.02 of the NYSE Listed Company Manual.
As a result of the resignation of Max Crisp and the election of Thomas G. Apel to the board of directors, as discussed below, the Company remains in compliance with Section 303A.01 of the NYSE Listed Company Manual which requires that a majority of the Company's Board consist of independent directors. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On March 2, 2009, Max Crisp resigned as a member of the board of directors of the Company. On March 2, 2009, Thomas G. Apel was elected as a member of the board of directors of the Company in accordance with the Company's bylaws. Mr. Apel will stand for reelection at the Company's annual meeting on May 1, 2009.
Mr. Apel currently serves as president of Intrepid Ideas Inc., a product development, technology evaluation and business strategy consulting firm for financial services and real estate finance companies. He is also acting Chairman and CEO of Adfitech, Inc., the nation's largest mortgage quality control outsourcing firm. Additionally, he is a fellow with the Massachusetts Institute of Technology in the advanced study program currently focused on business model taxonomy and IT portfolio strategies. From 2002 to 2006, Mr. Apel was Chairman and CEO of Centex Title and Ancillary Services, a wholly owned subsidiary of Centex Corporation.

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