Item 3.02. Unregistered Sales of Equity Securities.

On January 17, 2013, Stewart Information Services Corporation (the "Company") entered into an exchange agreement with an existing holder of the Company's 6.00% Convertible Senior Notes due 2014 (the "Notes") whereby the Company agreed to issue 1,006,711 shares of the Company's common stock, par value $1.00 per share ("Common Stock"), and deliver cash for any accrued but unpaid interest on the Notes, in exchange for $12.3 million principal amount of Notes held by such holder. The transaction contemplated by the exchange agreement is scheduled to close on January 23, 2013. Following such exchange, an aggregate of approximately $52.7 million principal amount of the Notes will remain outstanding.

The issuance of Common Stock in connection with the exchange agreement will be made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in
Section 3(a)(9) of the Securities Act, on the basis that the exchange constitutes an exchange with an existing holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Company may, from time to time, conduct exchanges for additional Notes.

This current report on Form 8-K does not constitute an offer to exchange the Notes or other securities of the Company for Common Stock or other securities of the Company.

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