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Delaware		6361		16-1725106
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Robert S. Rachofsky LeBoeuf, Lamb, Greene & MacRae LLP 125 West 55th Street New York, NY 10019-5389 (212) 424-8000		Frank H. Golay, Jr. Sullivan & Cromwell LLP 1888 Century Park East, Suite 2100 Los Angeles, CA 90067-1725

						Proposed Maximum			Proposed Maximum			Amount of
Title of Each Class of			Amount to be			Offering Price			Aggregate			Registration
Securities to be Registered			Registered			per Unit			Offering Price(1)			Fee
7.30% Notes due August 15, 2011			$250,000,000			100%			$250,000,000			$29,425
5.25% Notes due March 15, 2013			$250,000,000			100%			$250,000,000			$29,425
Totals			$500,000,000						$500,000,000			$58,850

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Aggregate
Principal
Amount				Description of Existing Notes		CUSIP No.				Description of New Notes
$	250,000,000			7.30% Fidelity National Financial notes due 2011			316326ac1			7.30% Fidelity National Title Group notes due 2011
$	250,000,000			5.25% Fidelity National Financial notes due 2013			316326ad9			5.25% Fidelity National Title Group notes due 2013

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		Page
Incorporation of Certain Documents by Reference			ii
Prospectus and Consent Solicitation Summary			1
Risk Factors			11
The Exchange Offers			18
The Proposed Amendments			25
Forward-Looking Statements			27
Capitalization of FNT			28
Selected Historical Financial Information			29
Management’s Discussion and Analysis of Financial Condition and Results of Operations of FNT			35
Industry Background			54
Business			56
Management			71
Our Arrangements With FNF			84
Certain Relationships and Related Transactions			98
Description of our Notes			104
Description of Differences Between the FNT Notes and the FNF Notes			111
United States Federal Income Tax Considerations			114
Legal Matters			118
Experts			118
Index to Financial Statements			F-1
EXHIBIT 1.1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 5.1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 10.9
EXHIBIT 10.10
EXHIBIT 10.11
EXHIBIT 10.12
EXHIBIT 10.13
EXHIBIT 10.14
EXHIBIT 10.15
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 10.19
EXHIBIT 12.1
EXHIBIT 12.2
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

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	•	Annual Report on Form 10-K of Fidelity National Financial, Inc. for the year ended December 31, 2004;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended March 31, 2005;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended June 30, 2005; and
	•	Current Reports on Forms 8-K of Fidelity National Financial, Inc. as filed with the SEC on January 31, 2005, February 3, 2005, March 14, 2005, March 15, 2005, April 11, 2005, May 17, 2005, July 6, 2005, August 1, 2005, August 25, 2005, September 20, 2005 and October 21, 2005.

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	We are a holding company that has no operations and depends on distributions from our subsidiaries for cash. Our holding company structure results in structural subordination and may affect our ability to make payments on our notes.

	The FNF notes will be structurally subordinated to our notes and FNF may have limited sources of cash flow, which could adversely affect their value.

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	If the exchange offers are not consummated, the debt ratings of the outstanding FNF notes may be downgraded to below investment grade.

	The proposed amendments to the indenture pursuant to which the FNF notes were issued will, if adopted, afford reduced protection to remaining holders of FNF notes.

	•	eliminate most of the restrictive covenants in the indenture;
	•	eliminate restrictions on the ability of FNF to consolidate, merge or sell all or substantially all of its assets; and
	•	eliminate certain events of default of FNF under the indenture.

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	The liquidity of the FNF notes that are not exchanged will be reduced.

	FNF’s management has articulated an ongoing strategy to seek growth through acquisitions in lines of business that will not necessarily be limited to its traditional areas of focus. Such acquisitions may affect FNF’s credit and ability to repay the FNF notes.

	A public market does not currently exist for our notes offered in the exchange offers, and a market may not develop or be sustained.

	If adverse changes in the levels of real estate activity occur, our revenues will decline.

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

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	Because we are dependent upon California for over twenty-two percent of our title insurance premiums, our business may be adversely affected by regulatory conditions in California.

	Our subsidiaries engage in insurance-related businesses and must comply with additional regulations. These regulations may impede, or impose burdensome conditions on, our rate increases or other actions that we might seek to increase the revenues of our subsidiaries.

	•	licensing requirements;
	•	trade and marketing practices;
	•	accounting and financing practices;
	•	capital and surplus requirements;
	•	the amount of dividends and other payments made by insurance subsidiaries;
	•	investment practices;
	•	rate schedules;
	•	deposits of securities for the benefit of policyholders;
	•	establishing reserves; and
	•	regulation of reinsurance.

	Regulatory investigations of the insurance industry may lead to fines, settlements, new regulation or legal uncertainty, which could negatively affect our results of operations.

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	State regulation of the rates we charge for title insurance could adversely affect our results of operations.

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	If the rating agencies further downgrade our company our results of operations and competitive position in the industry may suffer.

	•	the seventh highest rating of twenty-one ratings for S&P;
	•	the seventh highest rating of twenty-one ratings for Moody’s;
	•	the seventh highest rating of twenty-four ratings for Fitch;
	•	the fourth highest rating of fifteen ratings for A.M. Best; and
	•	the first and second highest ratings of five ratings for Demotech.

	We face competition in our title business from traditional title insurers and from new entrants with alternative products.

	Our historical financial information may not be representative of our results as a consolidated, stand-alone company and may not be a reliable indicator of our future results.

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	We will be controlled by FNF as long as it owns a majority of the voting power of our common stock, which could make it more difficult for us to raise capital.

	•	our business direction and policies, including the election and removal of our directors;
	•	mergers or other business combinations involving us;
	•	the acquisition or disposition of assets by us;
	•	our issuance of stock;
	•	our payment of dividends;
	•	our financing; and
	•	amendments to our certificate of incorporation and bylaws.

	We could have conflicts with entities remaining with FNF after the distribution, and the chairman of our board of directors is also both the chief executive officer and chairman of the board of directors of FNF and FIS.

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	•	our past and ongoing relationships with FNF and other entities of FNF, including tax matters, employee benefits, indemnification, and other matters;
	•	the quality and pricing of services that we have agreed to provide to entities remaining with FNF or that those entities have agreed to provide to us; and
	•	sales or distributions by FNF of all or part of its ownership interest in us.

	Provisions of our certificate of incorporation may prevent us from receiving the benefit of certain corporate opportunities.

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	1)	In our reasonable judgment, no action or event has occurred or been threatened (including a default under an agreement, indenture or other instrument or obligation to which we or one of our affiliates is a party or by which it is bound), no action is pending, no action has been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered,

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		enforced or deemed applicable to the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either: challenges the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments, or in our reasonable judgment could materially affect our or our subsidiaries’ business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects, taken as a whole, or materially impair the contemplated benefits to us or FNF of the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments, or might be material to holders of FNF notes in deciding whether to accept the exchange offers and give their consents;
	2)	None of the following has occurred:

	•	any general suspension of or limitation on trading in securities on any United States or European national securities exchange or in the over-the-counter market (whether or not mandatory);
	•	any material adverse change in the market values of the FNF notes;
	•	a material impairment in the general trading market for debt securities;
	•	a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory);
	•	a commencement or escalation of a war, armed hostilities, terrorist act or other national or international crisis directly or indirectly relating to the United States, any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, or any material adverse change in United States securities or financial markets generally; or
	•	in the case of any of the foregoing existing at the time of the commencement of the exchange offers, a material acceleration or worsening thereof; and

	3)	The trustee of the FNF notes (as described in the FNF indenture) has executed and delivered a supplemental indenture relating to the proposed amendments and has not objected in any respect to, or taken any action that could in our reasonable judgment adversely affect, the consummation of any of the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or our ability to effect the proposed amendments, nor has the trustee of the FNF notes taken any action that challenges the validity or effectiveness of the procedures used to solicit consents (including the form thereof) or in making the exchange offers, the exchange of the FNF notes under the exchange offers or the consent solicitations.

	a)	terminate the exchange offer and the consent solicitation with respect to that series of FNF notes and return all tendered FNF notes of that series to the holders thereof (whether or not we terminate the exchange offer and consent solicitations with respect to the other series of FNF notes);
	b)	modify, extend or otherwise amend the exchange offer and consent solicitation with respect to that series of FNF notes (whether or not we modify, extend or otherwise amend the exchange offer and consent solicitation with respect to the other series of FNF notes) and retain all tendered FNF notes

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		of that series and consents until the expiration date, as extended, of such exchange offer and consent solicitation, subject, however, to the withdrawal rights of holders (See “— Withdrawal of Tenders and Revocation of Corresponding Consents”); or
	c)	waive the unsatisfied conditions with respect to such exchange offer and consent solicitation and accept all FNF notes of that series tendered and not previously withdrawn (whether or not we waive these conditions for the exchange offer and consent solicitation with respect to the other series of FNF notes).

	Tender of FNF Notes held through a Nominee

	Tender of FNF Notes with DTC and Book-Entry Transfer

	•	electronically transmitting its acceptance of the exchange offer through DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer or

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	•	completing and signing the Letter of Transmittal and Consent according to the instructions and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus and consent solicitation statement.

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	(i)	specify the name of the depositor having tendered the outstanding note to be withdrawn;
	(ii)	include a statement that the depositor is withdrawing its election to have the outstanding note exchanged, and identify the outstanding note to be withdrawn (including the principal amount of the outstanding note);
	(iii)	specify the name in which such outstanding note is registered, if different from that of the withdrawing holder; and

	(iv)	state that the consent to amend the indenture under which the note was issued is revoked.

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	•	Sections 7.1 (“Consolidation, Merger or Sale of Assets Permitted”) and 7.2 (“Successor Person Substituted for Company”), which limit FNF’s ability to enter into a merger, consolidation or asset sale;
	•	Section 9.4 (“Corporate Existence”) where FNF covenants to preserve its corporate existence and its rights and franchises;
	•	Section 9.5 (“Insurance”) where FNF covenants to maintain and cause its subsidiaries to maintain insurance covering risks associated with its businesses;

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	•	Section 9.8 (“Limitation on Liens”), as amended by the officers’ certificate dated March 11, 2003 with respect to the 5.25% FNF notes due 2013 and by the officers’ certificate dated August 20, 2001 with respect to the 7.30% FNF notes due 2011, which limits FNF’s ability to incur debt or other obligations;
	•	Section 9.9 (“Books of Record and Account; Compliance with Law”) where FNF covenants to keep and cause its subsidiaries to keep books of record and account and comply with laws related to its businesses; and
	•	Section 9.10 (“Taxes”) where FNF covenants to pay and cause its subsidiaries to pay applicable taxes and governmental charges.

	•	a default under any debt of FNF or under any instrument under which such debt may be issued or secured, which results in such debt in an aggregate principal amount in excess of $20 million becoming due and payable prior to the date it otherwise would have, and such acceleration not having been cured or rescinded or such debt not having been paid within 10 days after notice to FNF as specified in the indenture; and
	•	a commencement by FNF of a voluntary case or proceeding under applicable bankruptcy law, its consent to the entry of an order for relief against it in an involuntary case or proceeding or to the commencement of any bankruptcy or insolvency case or proceeding against it, its consent to the appointment of a custodian of it or for all or substantially all of its property or its making a general assignment for the benefit of its creditors;
	•	an order or decree under any bankruptcy law that remains in effect for 60 days and that is for relief against FNF in an involuntary case, appoints a custodian of FNF or for all or substantially all of its property, orders the winding up or liquidation of FNF, adjudges FNF a bankrupt or insolvent or approves as properly filed a petition seeking reorganization of FNF; and
	•	any event of default specified in the notes of each series issued pursuant to the indenture.

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	•	adverse changes in real estate activity;
	•	regulatory conditions in California;
	•	regulation by state insurance authorities;
	•	regulatory investigations involving title insurance;
	•	rate regulation by state authorities;
	•	downgrades by our rating agencies;
	•	dependence upon our subsidiaries for dividend payments;
	•	competition from traditional title insurers and new entrants; and
	•	other factors described under “Risk Factors.”

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				As of June 30, 2005
				Actual				As Adjusted
				(In thousands)
Cash and cash equivalents				$	614,555			$	469,555
Total long-term debt				$	7,802				657,802
Stockholders’ equity
	Common stock, $0.0001 par value				—				17
	Additional paid-in capital				—				2,301,600
	Investment by FNF				3,096,617				—
	Accumulated other comprehensive loss				(52,002	)			(52,002	)
		Total			3,044,615				2,249,615
Total capitalization				$	3,052,417			$	2,907,417

	•	excludes shares of common stock granted as restricted stock under our omnibus incentive plan as of the completion of the distribution;
	•	excludes options to purchase shares of common stock granted under our omnibus incentive plan as of the completion of the distribution; the total number of such restricted shares and options granted in connection with the distribution was 2,984,000 shares, of which 485,000 shares of restricted stock were granted to our top five most highly paid executive officers and our directors; and
	•	excludes shares of common stock available for future issuance under our omnibus incentive plan. For a description of this plan and of the foregoing grants, see “Management — Omnibus Incentive Plan.”

	•	the payment of a dividend of $145 million in July 2005 to FNF by one of our insurance subsidiaries;
	•	$150 million of borrowings under our new $400 million credit facility to repay a $150 million principal amount promissory note dividended in August 2005 to FNF by one of our insurance subsidiaries; and
	•	$500 million aggregate principal amount of debt incurred through the issuance of notes pursuant to the exchange offers. If either or both exchange offers are not consummated in whole, we would have an equivalent amount of debt as a result of our issuance of $500 million principal amount of the mirror notes to FNF. The mirror notes have terms that mirror those of the FNF notes.

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			Six Months Ended
			June 30,								Year Ended December 31,
			2005(2)				2004(2)				2004(2)				2003(2)				2002				2001(1)(3)				2000(1)
			(In thousands, except per share data)
Statement of Earnings Data
Direct title insurance premium			$	1,017,396			$	987,019			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums				1,304,200				1,348,430				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums				2,321,596				2,335,449				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees				543,465				514,019				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow				2,865,061				2,849,468				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income				45,430				28,163				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net				21,922				17,044				22,948				101,839				584				946				4,605
Other income				20,020				21,573				43,528				52,689				55,927				50,476				27,434
Total revenue				2,952,433				2,916,248				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs				904,603				838,063				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses				451,093				422,113				849,554				817,597				633,193				558,263				457,476
Agent commissions				1,005,121				1,046,601				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization				49,389				44,193				95,718				79,077				53,042				100,225				88,033
Provision for claim losses				150,677				125,010				259,402				248,834				175,963				134,527				97,161
Interest expense(4)				724				2,256				3,885				4,582				8,586				15,695				15,460
Total expenses				2,561,607				2,478,236				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest				390,826				438,012				882,927				1,091,920				769,364				513,627				225,182
Income tax expense(4)				146,637				160,312				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest				244,189				277,700				559,329				684,184				492,394				307,662				128,129
Minority interest				1,292				455				1,165				859				624				—				—
Cumulative effect of accounting change								—				—				—				—				5,709				—
Net earnings(4)			$	242,897			$	277,245			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129
Per share amounts:
	Unaudited proforma net earnings per share — basic and diluted		$	1.40							$	3.22
	Unaudited proforma weighted average shares outstanding — basic and diluted(5)			172,951								172,951

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(1)	Effective January 1, 2002, we adopted SFAS No. 142 “Goodwill and Other Intangible Assets” and as a result, have ceased to amortize goodwill. Goodwill amortization in 2001 and 2000 was $33.2 million and $47.5 million, respectively.
(2)	Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, using the prospective method of adoption in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, and as a result recorded stock compensation expense of $3.4 million and $3.0 million for the years ended December 31, 2004 and 2003, respectively, and $5.4 million and $2.1 million for the six months ended June 30, 2005 and 2004, respectively.
(3)	During 2001, we recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(4)	Assuming that (i) the issuance of $500 million principal amount of FNT notes in the exchange offers and the delivery of the FNF notes received to FNF in full redemption of the mirror notes and (ii) the dividend in August 2005 of a $150 million principal amount promissory note to FNF by one of our insurance subsidiaries, had each occurred as of January 1, 2004, our pro forma interest expense, income tax expense and net earnings for the year ended December 31, 2004 would have been $38,576, $310,879 and $536,192, respectively, and for the six months ended June 30, 2005 would have been $19,017, $139,773 and $231,467, respectively. The foregoing does not give effect to our refinancing of the $150 million principal amount intercompany note with proceeds of a borrowing under our new credit facility. See “Capitalization of FNT” for information with respect to our pro forma balance sheet as of June 30, 2005 giving effect to the foregoing items.
(5)	Unaudited proforma net earnings per share is calculated using the number of outstanding shares of FNF as of June 30, 2005 because upon completion of the distribution the number of our outstanding shares of common stock was equal to the number of FNF shares outstanding on the record date for the distribution.

		As of or for the Six
		Months Ended June 30,								As of or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(In thousands)
Balance sheet data (at end of period)
Investments		$	3,424,810			$	2,791,713			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			614,555				497,653				268,414				395,857				433,379				491,709				214,398
Total assets			5,973,378				5,262,282				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			7,802				36,946				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			984,290				977,926				980,746				932,439				887,973				881,053				907,292
Minority interests			4,643				3,448				3,951				2,488				1,098				239				204
Equity			3,044,615				2,531,127				2,676,756				2,469,186				2,234,484				1,741,387				1,593,509
Other non-financial data: (unaudited) (in whole numbers)
Direct operations orders opened(1)			1,577,164				1,689,219				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			1,048,931				1,165,864				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,447			$	1,257			$	1,324			$	1,081			$	1,099			$	1,120			$	1,387

(1)	These measures are used by management to judge productivity and are a measure of transaction volume for our direct title businesses. An order is opened when we receive a customer order and is closed when the related real estate transaction closes, which typically takes 45-60 days from the opening of an order.

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					Six Months Ended June 30,								Year Ended December 31,
					2005				2004				2004(1)				2003(2)				2002				2001(3)(4)				2000(5)
					(In thousands, except per share and other data)
Operating Data:
Revenue					$	4,706,529			$	4,041,056			$	8,296,002			$	7,715,215			$	5,082,640			$	3,874,107			$	2,741,994
	Expenses:
		Personnel costs				1,555,192				1,358,133				2,786,297				2,465,026				1,476,430				1,187,177				845,349
		Other operating expenses				1,046,083				907,999				1,967,350				1,699,797				1,019,992				829,433				624,087
		Agent commissions				967,671				1,004,338				2,028,926				1,823,241				1,521,573				1,098,328				884,498
		Provision for claim losses				197,966				148,316				282,124				263,409				179,292				134,724				97,322
		Goodwill amortization				—				—				—				—				—				54,155				35,003
		Interest expense				71,535				19,377				47,214				43,103				34,053				46,569				59,374
						3,838,447				3,438,163				7,111,911				6,294,576				4,231,340				3,350,386				2,545,633
	Earnings before income taxes, minority interest and cumulative effect of a change in accounting principle					868,082				602,893				1,184,091				1,420,639				851,300				523,721				196,361
	Income tax expense					210,388				229,099				438,114				539,843				306,468				209,488				86,624
	Earnings before minority interest and cumulative effect of a change in accounting principle					657,694				373,794				745,977				880,796				544,832				314,233				109,737
	Minority interest					23,155				1,500				5,015				18,976				13,115				3,048				1,422
	Earnings before cumulative effect of a change in accounting principle					634,539				372,294				740,962				861,820				531,717				311,185				108,315
	Cumulative effect of a change in accounting principle, net of income taxes					—				—				—				—				—				(5,709	)			—
			Net earnings		$	634,539			$	372,294			$	740,962			$	861,820			$	531,717			$	305,476			$	108,315
	Basic earnings per share				$	3.67				2.19				4.33				5.81				4.05				2.36				1.11
	Weighted average shares outstanding, basic					172,773				169,981				171,014				148,275				131,135				129,316				97,863
	Diluted net earnings per share					3.58				2.12				4.21				5.63				3.91				2.29				1.07
	Weighted average shares outstanding, diluted					177,109				175,331				176,000				153,171				135,871				133,189				101,383

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			Six Months Ended June 30,								Year Ended December 31,
			2005				2004				2004(1)				2003(2)				2002				2001(3)(4)				2000(5)
			(In thousands, except per share and other data)
Balance Sheet Data:
	Investments(6)		$	4,314,238			$	3,067,393			$	3,346,276			$	2,689,817			$	2,565,815			$	1,823,512			$	1,685,331
	Cash and cash equivalents(7)			715,643				590,981				331,222				459,655				482,600				542,620				262,955
	Total assets			10,687,031				8,574,985				9,270,535				7,263,175				5,245,951				4,415,998				3,833,985
	Notes payable			3,198,432				848,384				1,370,556				659,186				493,458				565,690				791,430
	Reserve for claim losses			1,011,865				984,882				998,170				943,704				888,784				881,089				907,482
	Minority interests and preferred stock of subsidiary			170,859				13,324				18,874				14,835				131,797				47,166				5,592
Other Data:
	Orders opened by direct title operations			1,867,000				1,980,800				3,680,200				4,820,700				3,228,300				2,635,200				1,352,000
	Orders closed by direct title operations			1,197,100				1,415,000				2,636,300				3,694,000				2,290,300				1,700,600				971,000
	Provisions for claim losses to title insurance premiums			6.5	%			5.4	%			5.5	%			5.4	%			5.0	%			5.0	%			5.0	%
	Title related revenue(8):
	Percentage direct operations			45.7	%			45.3	%			54.8	%			59.7	%			55.3	%			59.0	%			52.8	%
	Percentage agency operations			54.3	%			54.7	%			45.2	%			40.3	%			44.7	%			41.0	%			47.2	%

(1)	FNF’s financial results for the year ended December 31, 2004 include the results of various entities acquired on various dates during 2004.
(2)	FNF’s financial results for the year ended December 31, 2003 include the results of Fidelity Information Services, Inc. for the period from April 1, 2003, the acquisition date, through December 31, 2003, and include the results of operations of various other entities acquired on various dates during 2003.
(3)	FNF’s financial results for the year ended December 31, 2001 include the results of the former operations of Vista Information Solutions, Inc. (“Vista”) for the period from August 1, 2001, the acquisition date, through December 31, 2001. In the fourth quarter of 2001, we recorded certain charges totaling $10.0 million, after applicable taxes, relating to the discontinuation of small-ticket lease origination at FNF Capital, an entity that was purchased in 1998 (formerly known as “Granite”), and the wholesale international long distance business at Micro General Corporation.
(4)	During 2001, FNF recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(5)	FNF’s financial results for the year ended December 31, 2000 include the operations of Chicago Title for the period from March 20, 2000, the merger date, through December 31, 2000. In the first quarter of 2000, we recorded certain charges totaling $13.4 million, after applicable taxes, relating to the revaluation of non-title assets and the write-off of obsolete software.
(6)	Investments as of December 31, 2004, 2003, 2002, 2001 and 2000 include securities pledged to secure trust deposits of $546.0 million, $448.1 million, $474.9 million, $319.1 million and $459.4 million, respectively.
(7)	Cash and cash equivalents as of December 31, 2004, 2003, 2002, 2001 and 2000 include cash pledged to secure trust deposits of $195.2 million, $231.1 million, $295.1 million, $367.9 million and $132.1 million, respectively.
(8)	Includes title insurance premiums and escrow and other title related fees.

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			Six Months Ended
			June 30,								Year Ended December 31,
			2005				2004				2004				2003(1)				2002(1)
			(In thousands, except per share amounts)
Results of Operations:
	Revenues		$	538,481			$	495,004			$	1,039,506			$	921,734			$	906,791
	Operating expenses(2)(3)(4)			458,052				427,591				871,010				783,550				773,845
	Operating income			80,429				67,413				168,496				138,184				132,946
	Other income, net			741				305				1,207				2,339				1,119
	Interest expense(5)			(6,555	)			(6,129	)			(12,914	)			(7,950	)			(7,120	)
	Income from continuing operations before income taxes and cumulative effect of change in accounting principle			74,615				61,589				156,789				132,573				126,945
	Provision for income taxes			(28,069	)			(23,455	)			(59,111	)			(50,429	)			(50,231	)
	Income from continuing operations before cumulative effect of a change in accounting principle			46,546				38,134				97,678				82,144				76,714
	Income from discontinued operations, net of tax			24,194				2,808				5,934				3,897				2,926
	Income before cumulative effect of a change in accounting principle, net of tax			70,740				40,942				103,612				86,041				79,640
	Cumulative effect of a change in accounting principle, net of tax(6)			—				—				—				(1,335	)			—
	Net income		$	70,740			$	40,942			$	103,612			$	84,706			$	79,640
Other Operating Data:
	Depreciation and amortization		$	25,413			$	22,426			$	47,449			$	42,030			$	39,050
	Capital expenditures		$	28,119			$	17,109			$	40,908			$	43,747			$	48,961
Balance Sheet Data (at end of period):
	Total assets		$	929,770			$	859,830			$	922,209			$	785,356			$	702,141
	Long-term debt		$	226,026			$	259,808			$	273,968			$	222,399			$	214,200
	Total shareholders’ equity		$	387,706			$	264,464			$	307,287			$	266,751			$	202,392

(1)

Certegy’s financial results for the years ended December 31, 2003 and 2002 include other charges of $12.2 million ($7.7 million after-tax) in each year. The other charges in 2003 include $9.6 million of early termination costs associated with a U.S. data processing contract, $2.7 million of charges related to the downsizing of Certegy’s Brazilian card operation, and $(0.1) million of market value recoveries on Certegy’s collateral assignment in life insurance policies, net of severance charges. The other charges in 2002 include an impairment write-off of $4.2 million for the remaining intangible asset value assigned to an acquired customer contract in Certegy’s Brazilian card operation, due to the loss of the customer; a $4.0 million charge for the settlement of a class action lawsuit, net of insurance proceeds; and $4.0 million of severance charges and market value losses on Certegy’s collateral assignment in life insurance policies.

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(2)	Effective January 1, 2005, Certegy adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based Payment,” using the modified retrospective method, restating all prior periods, and as a result recorded stock compensation expense of $11.2 million, $10.0 million, $14.2 million, and $5.1 million for the years ended December 31, 2004, 2003, 2002, and 2001, respectively, and $3.0 million and $6.3 million for the six months ended June 30, 2005 and 2004, respectively.
(3)	General corporate expense was $26.6 million, $22.7 million, $25.3 million, $14.0 million, and $7.8 million, respectively, for the years ended December 31, 2004, 2003, 2002, 2001, and 2000, and $16.3 million and $13.9 million for the six months ended June 30, 2005 and 2004, respectively.
(4)	Certegy adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002, which ceased the amortization of goodwill. Adoption of the non-amortization provisions of SFAS No. 142 as of January 1, 2000, would have increased net income for the years ended December 31, 2001 and 2000, respectively, by $7.3 million and $6.8 million, which is net of $1.3 million and $1.2 million of income taxes.
(5)	In conjunction with Certegy’s spin-off from Equifax in July 2001, Certegy made a cash payment to Equifax of $275 million to reflect Certegy’s share of Equifax’s pre-distribution debt used to establish Certegy’s initial capitalization. This was funded through $400 million of unsecured revolving credit facilities Certegy obtained in July 2001. Interest expense for periods prior to the spin-off principally consist of interest paid on a line of credit held by Certegy’s Brazilian card business and interest charged by Equifax on overnight funds borrowed on Certegy’s behalf.
(6)	The cumulative effect of accounting change expense of $1.3 million in 2003 reflects the adoption of certain provisions of Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51,” on December 31, 2003 related to the synthetic lease on Certegy’s St. Petersburg, Florida operations facility.

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		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2
A detail of related party items included in operating expenses is as follows:
Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

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		As of
		December 31,
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

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	Our Recent Acquisitions

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

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		As of								As of
		December 31,								December 31,
		2004				%				2003				%
		(In thousands)
PLR		$	223,202				22.8%			$	207,909				22.3%
IBNR			757,544				77.2%				724,530				77.7%
Total Reserve		$	980,746				100.0%			$	932,439				100.0%

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				2004				2003				2002
				(In thousands)
Beginning Balance				$	932,439			$	887,973			$	881,053
	Reserve Assumed				38,597				4,203				—
	Claims Loss provision:
		Current year			275,982				237,919				207,290
		Prior year			(16,580	)			10,915				(31,327	)
		Total provision			259,402				248,834				175,963
Claims paid, net of recoupment
		Current year			(19,095	)			(11,591	)			(10,058	)
		Prior year			(230,597	)			(196,980	)			(158,985	)
		Total paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending Balance				$	980,746			$	932,439			$	887,973
Title Premiums				$	4,718,217			$	4,700,750			$	3,547,727
Provision for claim losses as a percentage of title insurance premiums:
		Current year			5.8	%			5.1	%			5.8	%
		Prior year			(0.3	)%			0.2	%			(0.9	)%
		Total Provision			5.5	%			5.3	%			5.0	%
Sensitivity Analysis (.30% Loss Ratio Change)(1): Ultimate Reserve Estimate +/-				$	14,155			$	14,102			$	10,643

(1)	0.3% has been selected as an example; actual variability could be greater or less.

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	Comparisons of Six Months ended June 30, 2005 and 2004

	Results of Operations

			Six Months Ended June 30,
			2005				2004
			(In thousands)
Direct title insurance premiums			$	1,017,396			$	987,019
Agency title insurance premiums				1,304,200				1,348,430
	Total title insurance premiums			2,321,596				2,335,449
Escrow and other title-related fees				543,465				514,019
Interest and investment income				45,430				28,163
Realized gains and losses, net				21,922				17,044
Other income				20,020				21,573
	Total revenue			2,952,433				2,916,248
Personnel costs				904,603				838,063
Other operating expenses				451,093				422,113
Agent commissions				1,005,121				1,046,601
Depreciation and amortization				49,389				44,193
Provision for claim losses				150,677				125,010
Interest expense				724				2,256
	Total expense			2,561,607				2,478,236

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		Six Months Ended June 30,
		2005				2004
		(In thousands)
Earnings before income taxes and minority interest			390,826				438,012
Income tax expense			146,637				160,312
Earnings before minority interest			244,189				277,700
Minority interest			1,292				455
Net Earnings		$	242,897			$	277,245
Orders opened by direct title operations(1)			1,577,164				1,689,219
Orders closed by direct title operations(1)			1,048,931				1,165,864

(1)	These measures are used by management to judge productivity and are a measure of transaction volume for our direct title businesses. An order is opened when we receive a customer order and is closed when the related real estate transaction closes, which typically takes 45-60 days from the opening of an order.

			Six Months Ended June 30,
			2005				% of Total				2004				% of Total
Title premiums from direct operations			$	1,017,396				43.8	%		$	987,019				42.3	%
Title premiums from agency operations				1,304,200				56.2	%			1,348,430				57.7	%
	Total		$	2,321,596				100.0	%		$	2,335,449				100.0	%

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			Six Months Ended June 30,
			2005								2004
			Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	1,304,200				100.0%			$	1,348,430				100.0%
Agent commissions				1,005,121				77.1%				1,046,601				77.6%
	Net margin		$	299,079				22.9%			$	301,829				22.4%

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	Comparisons of Years ended December 31, 2004, 2003 and 2002

	Results of Operations

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
Agency title insurance premiums				2,714,770				2,595,433				1,989,958
	Total title premiums			4,718,217				4,700,750				3,547,727
Escrow and other title-related fees				1,039,835				1,058,729				790,787
Interest and investment income				64,885				56,708				72,305
Realized gains and losses, net				22,948				101,839				584
Other income				43,528				52,689				55,927
				5,889,413				5,970,715				4,467,330
Personnel costs				1,680,805				1,692,895				1,260,070
Other operating expenses				849,554				817,597				633,193
Agent commissions				2,117,122				2,035,810				1,567,112
Depreciation and amortization				95,718				79,077				53,042
Provision for claim losses				259,402				248,834				175,963
Interest expense				3,885				4,582				8,586
				5,006,486				4,878,795				3,697,966
Earnings before income taxes and minority interest				882,927				1,091,920				769,364
Income tax expense				323,598				407,736				276,970
Earnings before minority interest				559,329				684,184				492,394
Minority interest				1,165				859				624
Net earnings			$	558,164			$	683,325			$	491,770
Orders opened by direct title operations				3,142,945				3,771,393				2,953,797
Orders closed by direct title operations				2,249,792				2,916,201				2,141,680

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		Year Ended December 31,
		2004								2003								2002
		Amount				%				Amount				%				Amount				%
		(In thousands)
Direct		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			2,714,770				57.5				2,595,433				55.2				1,989,958				56.1
Total title insurance premiums		$	4,718,217				100.0	%		$	4,700,750				100.0	%		$	3,547,727				100.0	%

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			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	2,714,770				100.0	%		$	2,595,433				100.0	%		$	1,989,958				100.0	%
Agent commissions				2,117,122				78.0				2,035,810				78.4				1,567,112				78.8
	Net margin		$	597,648				22.0	%		$	559,623				21.6	%		$	422,846				21.2	%

					Year Ended December 31,
					2004				2003				2002
					(Dollars in thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title insurance premiums only						5.5	%			5.3	%			5.0	%

(1)	We assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. We assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

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		Three Months Ended
		March 31,				June 30,				September 30,				December 31,
		(In thousands)
2004
Revenue		$	1,314,932			$	1,601,316			$	1,562,630			$	1,410,535
Earnings before income taxes and minority interest			171,740				266,272				214,948				229,967
Net earnings			108,958				168,288				135,923				144,995
2003
Revenue		$	1,219,346			$	1,518,656			$	1,713,943			$	1,518,770
Earnings before income taxes and minority interest			198,943				317,259				341,591				234,125
Net earnings			124,338				198,201				213,739				147,046

	Cash Requirements

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	Capital Expenditures

	Financing

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	Contractual Obligations

		2005				2006				2007				2008				2009				Thereafter				Total
		(In thousands)
Notes payable		$	22,390			$	—			$	—			$	—			$	—			$	—			$	22,390
Operating lease payments			109,380				94,805				75,338				51,216				28,933				19,699				379,371
Reserve for claim losses			181,617				147,037				115,761				86,806				63,108				386,417				980,746
Pension and postretirement obligations			12,309				12,287				12,575				12,811				12,777				108,936				171,695
Total		$	325,696			$	254,129			$	203,674			$	150,833			$	104,818			$	515,052			$	1,554,202

	•	future mortgage interest rates, which will affect the number of real estate and refinancing transactions and, therefore, the rate at which title insurance claims will emerge;
	•	the legal environment whereby court decisions and reinterpretations of title insurance policy language to broaden coverage could increase total obligations and influence claim payout patterns;
	•	events such as fraud, defalcation, and multiple property title defects, that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments;
	•	loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments; and
	•	claims staffing levels whereby claims may be settled at a different rate based on the future staffing levels of the claims department.

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	Interest Rate Risk

	Equity Price Risk

	•	An approximate $58.1 million net increase (decrease) in the fair value of fixed maturity securities would have occurred if interest rates were 100 basis points (lower) higher as of December 31, 2004. The change in fair values was determined by estimating the present value of future cash flows using various models, primarily duration modeling.
	•	An approximate $23.0 million net increase (decrease) in the fair value of equity securities would have occurred if there was a 20% price increase (decrease) in market prices.
	•	It is not anticipated that there would be a significant change in the fair value of other long-term investments or short-term investments if there was a change in market conditions, based on the nature and duration of the financial instruments involved.

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	•	The customer, typically a real estate salesperson or broker, escrow agent, attorney or lender, places an order for a title policy.
	•	Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.
	•	After the relevant historical data on the property is compiled, the title officer prepares a preliminary report that documents the current status of title to the property, any exclusions, exceptions and/or limitations that the title company might include in the policy, and specific issues that need to be addressed and resolved by the parties to the transaction before the title policy will be issued.
	•	The preliminary report is circulated to all the parties for satisfaction of any specific issues.
	•	After the specific issues identified in the preliminary report are satisfied, an escrow agent closes the transaction in accordance with the instructions of the parties and the title company’s conditions.
	•	Once the transaction is closed and all monies have been released, the title company issues a title insurance policy.

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	•	Title insurance companies remain subject to consolidation within the industry. This creates the potential for an increased customer base and continued economies of scale.
	•	In order to achieve lower costs, title insurance companies may increasingly outsource search and examination functions of the title process.
	•	If mortgage interest rates begin to rise, the volume and average value of real estate related transactions may decline and affect revenue.

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	•	Bias for action
	•	Autonomy and entrepreneurship
	•	Employee ownership
	•	Minimal bureaucracy
	•	Close customer relationships

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	•	higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;
	•	continuity of service levels to a broad range of customers; and
	•	additional sources of income through escrow and closing services.

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		Six Months Ended June 30,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	1,017,396				43.8%			$	987,019				42.3%			$	2,003,447				42.5%			$	2,105,317				44.8%			$	1,557,769				43.9%
Agency			1,304,200				56.2%				1,348,430				57.7%				2,714,770				57.5%				2,595,433				55.2%				1,989,958				56.1%
Total title insurance premiums		$	2,321,596				100.0%			$	2,335,449				100.0%			$	4,718,217				100.0%			$	4,700,750				100.0%			$	3,547,727				100.0%

			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
			(In thousands)
California			$	1,055,296				22.4%			$	1,183,643				25.2%			$	895,698				25.2%
Texas				514,417				10.9%				527,583				11.2%				429,740				12.1%
Florida				483,860				10.3%				310,545				6.6%				215,367				6.1%
New York				400,827				8.5%				378,341				8.0%				295,636				8.3%
Illinois				202,277				4.3%				222,534				4.7%				173,651				4.9%
All others				2,061,540				43.6%				2,078,104				44.3%				1,537,635				43.4%
	Totals		$	4,718,217				100.0%			$	4,700,750				100.0%			$	3,547,727				100.0%

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			Year Ended
			December 31, 2004
			Amount				%
			(In thousands)
California			$	3,068,170				19.8%
Florida				1,804,513				11.6%
Texas				1,491,295				9.6%
New York				1,146,752				7.4%
Pennsylvania				592,232				3.8%
All others				7,431,878				47.8%
	Totals		$	15,534,840				100.0%

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		Year Ended December 31,
		2004																2003
		Amortized																Amortized
Ratings(1)		Cost				% of Total				Fair Value				% of Total				Cost				% of Total				Fair Value				% of Total
		(In thousands)
AAA		$	1,373,836				63.3	%		$	1,376,727				63.3	%		$	1,023,385				64.5	%		$	1,041,271				64.4	%
AA			329,417				15.2				332,761				15.3				262,152				16.5				270,912				16.8
A			280,004				12.9				277,556				12.8				201,408				12.7				202,429				12.5
BBB			60,067				2.7				59,252				2.7				45,981				2.9				45,943				2.8
Other			128,362				5.9				128,521				5.9				53,640				3.4				55,149				3.5
		$	2,171,686				100.0	%		$	2,174,817				100.0	%		$	1,586,566				100.0	%		$	1,615,704				100.0	%

(1)	Ratings as assigned by S&P’s Ratings Group and Moody’s.

		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		Year Ended December 31,
		2004								2003
		Cost				Fair Value				Cost				Fair Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
			108,574				115,070				54,401				65,407

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		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net investment income(1)		$	86,120			$	70,940			$	85,405
Average invested assets			3,226,243				2,811,408				2,576,321
Effective return on average invested assets			2.7	%			2.5	%			3.3	%

(1)	Net investment income as reported in our Combined Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.

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		Number of
		Locations
California			529
Arizona			147
Texas			136
Illinois			100
Florida			98
Oregon and Washington			73
Michigan			39
Nevada			35
New York and Ohio			33
Indiana			31
North Carolina			29
Colorado			20
New Jersey			18
Pennsylvania			15
Kansas			13
Hawaii, Missouri, and Tennessee			12
Wisconsin			11
Minnesota			10
Virginia			9
Connecticut			8
Massachusetts			6
Canada, District of Columbia, Maine, New Hampshire, and Oklahoma			7
Georgia, Louisiana, Maryland, Montana, and South Carolina			5
Alabama and New Mexico			4
Delaware, Idaho, Kentucky, Mississippi, Rhode Island and Utah			1

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative

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		to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.
	•	In the opinion of our management, while some of these matters may be material to our operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on our overall financial condition.

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	•	10% of the insurer’s statutory surplus as of the immediately prior year end; or
	•	the statutory net investment income or the statutory net income of the insurer during the prior calendar year.

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S&P

Moody’s

Fitch

A.M. Best

Demotech

Alamo Title Insurance

A-

A3

A-

A-

A’

Chicago Title Insurance Co.

A-

A3

A-

A-

A”

Chicago Title Insurance Co. of Oregon

A-

A3

A-

A-

A’

Fidelity National Title Insurance Co.

A-

A3

A-

A-

A’

Ticor Title Insurance Co.

A-

A3

A-

A-

A’

Security Union Title Insurance Co.

A-

A3

A-

A-

A’

	S&P Ratings

	Moody’s Ratings

	Fitch Ratings

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	A.M. Best Ratings

	Demotech Ratings

		S&P		Moody’s				Fitch
7.30% FNF notes due 2011		BBB-			Baa3				BBB-
5.25% FNF notes due 2013		BBB-			Baa3				BBB-

	S&P Ratings

	Moody’s Ratings

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	Fitch Ratings

Name		Age				Position
William P. Foley, II			60			Chairman of the Board
Raymond R. Quirk			58			Chief Executive Officer
Christopher Abbinante			54			President, Eastern Operations
Roger S. Jewkes			46			President, Western Operations
Erika Meinhardt			46			President, National Agency Operations
Anthony J. Park			38			Chief Financial Officer
Willie M. Davis			70			Director
John F. Farrell, Jr.			67			Director
Philip G. Heasley			55			Director
William A. Imparato			58			Director
Donald M. Koll			72			Director
General William Lyon			82			Director
Frank P. Willey			51			Director

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	•	the quality and integrity of our financial statements and related disclosure;
	•	our compliance with legal and regulatory requirements;
	•	the independent auditor’s qualifications and independence; and
	•	the performance of our internal audit function and independent auditor.

	•	to monitor our management resources, structure, succession planning, development and selection process as well as the performance of key executives;
	•	to review and approve executive compensation and broad-based and incentive compensation plans.

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	•	an annual retainer of $35,000;
	•	a per meeting fee of $1,500 for each board meeting attended;
	•	an annual retainer of $5,000 for service on any board committee (except audit) or a $7,500 annual retainer if chair of any committee (except audit);
	•	an annual retainer of $7,500 for service on the audit committee or a $10,000 annual retainer if chair of the audit committee;
	•	a per meeting fee of $1,000 for each committee meeting attended (except audit which has a per meeting fee of $2,000); and
	•	expenses of attending board and committee meetings.

			Annual Compensation																Long-term Compensation
																			Restricted				Securities
															Other Annual				Stock				Underlying				All Other
			Fiscal				Salary(1)				Bonus(2)				Compensation(3)				Units(4)				Options(5)				Compensation(6)
Name and Title			Year				($)				($)				($)				($)				(#)				($)
Raymond R. Quirk				2004				606,250				1,210,227				7,304				—				150,000				28,956
	Chief Executive Officer			2003				594,529				1,557,123				89,148				1,156,050				8,250				23,644
				2002				418,764				837,500				6,000				—				129,421				23,019
Christopher Abbinante				2004				475,000				879,344				6,000				—				106,400				25,876
	President, Eastern Operations
Roger S. Jewkes				2004				469,059				707,175				6,000				—				93,100				23,627
	President, Western Operations
Erika Meinhardt				2004				341,668				683,333				8,781				—				106,400				28,434
	President, National Agency Operations
Anthony J. Park				2004				250,001				175,000				—				—				26,600				23,419
	Chief Financial Officer

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(1)	Amounts shown for the indicated fiscal year include amounts deferred at the election of the named executive officer pursuant to FNF’s 401(k) plan.
(2)	Bonuses were awarded during the year following the year to which the bonuses relate, based on an evaluation by the Compensation Committee of the Board of Directors. Amounts shown for Mr. Quirk for the 2002 fiscal year include cash bonus amounts earned and deferred at his election and utilized to reduce the exercise price of stock options granted to him during the subsequent fiscal year pursuant to the 1991 and 2001 Stock Option Plans. The bonus amount applied to reduce the exercise price of stock option grants awarded to Mr. Quirk and included in this column for 2002, the most recent year for which the options were granted, was $75,000.
(3)	Amounts shown for Mr. Quirk include (i) $83,148 reimbursed during 2003 for the payment of taxes in connection with the restricted stock grant; (ii) the cost of an FNF provided automobile of $6,000 in 2004, 2003 and 2002; and (iii) personal use of an FNF aircraft by Mr. Quirk of $1,304 in 2004.
(4)	Pursuant to the 2001 Plan, FNF granted a right to Mr. Quirk to purchase shares of restricted common stock on November 18, 2003. The restricted shares granted vest over a four year period, of which one-fifth vested immediately on the date of grant. Dividends are paid by FNF on the restricted stock granted. The number and aggregate value of Mr. Quirk’s restricted stock holdings as of December 31, 2004 were 23,100 shares and $1,054,977, respectively.
(5)	The number of securities underlying options has been adjusted to reflect all dividends and stock splits.
(6)	Amounts shown for fiscal 2004 consist of the following: (i) Mr. Quirk: no FNF contribution to 401(k) Plan, FNF paid life insurance premiums — $3,070 and FNF contribution to Employee Stock Purchase Program — $25,886; (ii) Mr. Abbinante: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,642 and FNF contribution to Employee Stock Purchase Program — $18,084; (iii) Mr. Jewkes: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,071 and FNF contribution to Employee Stock Purchase Program — $16,406; (iv) Ms. Meinhardt: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,971 and FNF contribution to Employee Stock Purchase Program — $20,312; and (v) Mr. Park: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $81 and FNF contribution to Employee Stock Purchase Program — $17,187.

Position		Multiple
Chief Executive Officer		5x Base Salary
Other Officers (direct reports to the CEO or Section 16 Reporting Persons)		2x Base Salary
Members of the Board		2x Annual Retainer

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Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			9,575,912				5.42	%
Willie D. Davis			82,406				*
John F. Farrell, Jr.			56,613				*
Philip G. Heasley			31,156				*
William A. Imparato			114,723				*
Donald M. Koll			181,659				*
General William Lyon			132,977				*
Frank P. Willey			1,546,435				*
Raymond R. Quirk			634,849				*
Christopher Abbinante			74,196				*
Roger S. Jewkes			45,807				*
Erika Meinhardt			176,167				*
Anthony J. Park			108,390	(2)			*
All directors and executive officers as a group (persons)			12,761,290				7.17	%

*	Indicates less than 1% of FNF outstanding common stock.

(1)	Shares “beneficially owned” include: (a) shares of FNF common stock owned by the individual, (b) FNF restricted stock granted to the individual (Mr. Foley — 165,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon — 3,300; Mr. Willey — 13,200; Mr. Quirk — 23,100; Mr. Abbinante — 13,200; Mr. Jewkes — 8,800; Ms. Meinhardt — 13,200; and Mr. Park — 3,080), (c) FNF options that are exercisable within 60 days and (d) shares of FNF common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 1,591 shares of FNF common stock held by Mr. Park’s spouse.

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		Individual Grants
						Percentage												Potential Realizable Value at
		Number of				of Total												Assumed Annual Rates of
		Securities				Options												Stock Price Appreciation for
		Underlying				Granted to												Option Term(3)
		Options				Employees				Exercise or
		Granted				in Fiscal				Base Price				Expiration				5%				10%
Name		(#)				Year				($/share)				Date				($)				($)
Raymond R. Quirk			150,000				3.4	%		$	36.60	(1)			10/15/12			$	4,204,200			$	8,465,765
Christopher Abbinante			106,400				1.8	%		$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Roger S. Jewkes			93,100				1.6	%		$	28.06	(2)			9/10/12			$	1,247,305			$	2,987,511
Erika Meinhardt			106,400				1.8	%		$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Anthony J. Park			26,600				0.5	%		$	28.06	(2)			9/10/12			$	356,373			$	853,574

(1)	The stock options shown in the table above were granted to the named executive officers on October 15, 2004 (subject to stockholder approval of FNF’s 2004 Omnibus Incentive Plan on December 16, 2004) at an exercise price of $36.60, the fair market value of FNF’s Common Stock on the date of grant. All such options were granted under FNF’s 2004 Omnibus Incentive Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after grant.
(2)	The stock options shown in the table above were granted to the named executive officers on September 10, 2004 at an exercise price of $37.32, the fair market value of FNF’s common stock on the date of grant. The exercise price of, and the number of shares underlying, the stock options were subsequently adjusted pursuant to the anti-dilution provisions of the 1998 plan to account for the payment of a special $10 per share cash dividend by FNF on March 28, 2005. All of such options were granted under FNF’s 1998 Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after the date of grant.
(3)	These are assumed rates of appreciation, and are not intended to forecast future appreciation of FNF’s common stock.

										Number of
		Shares								Securities Underlying								Value of Unexercised
		Acquired								Unexercised Options								In-the-Money Options at
		on				Value				at December 31, 2004								December 31, 2004(1)($)
		Exercise				Realized
Name		(#)				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Raymond R. Quirk			—			$	—				498,827				177,152			$	11,940,537			$	1,854,020
Christopher Abbinante			92,355			$	2,004,540				15,246				127,457			$	246,628			$	1,062,823
Roger S. Jewkes			—			$	—				27,145				98,013			$	573,718			$	663,409
Erika Meinhardt			3,300			$	85,511				133,336				115,546			$	3,328,553			$	815,981
Anthony J. Park			—			$	—				90,005				29,039			$	2,564,087			$	206,454

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(1)	In accordance with the rules of the Securities and Exchange Commission, values are calculated by subtracting the exercise price from the fair market value of the underlying common stock. For purposes of this table, the fair market value is deemed to be $45.67, the closing price of the common stock of FNF reported by the NYSE on December 31, 2004.

	•	stock options: FNF stock options were equitably adjusted to reflect the impact of the distribution. Holders of FNF stock options continue to hold such options, as adjusted, pursuant to the terms and conditions of their individual award agreements; and
	•	restricted stock: holders of FNF restricted stock received unrestricted FNT shares in the distribution in the same proportion as other FNF stockholders. Such holders continue to hold FNF restricted stock pursuant to the terms and conditions of their individual award agreements.

	•	nonqualified stock options;
	•	incentive stock options” within the meaning of section 422 of the Internal
	•	Revenue Code;
	•	stock appreciation rights;
	•	restricted stock;
	•	restricted stock units;
	•	performance shares;
	•	performance units; and
	•	other cash and stock-based awards.

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	•	an acquisition immediately after which any person, group or entity possesses direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of either our outstanding common stock or our outstanding voting securities, provided that, after the acquisition, the acquirer’s beneficial ownership percentage exceeds FNF’s, and excluding any acquisition directly from us, by us, by FNF or by any of our employee benefit plans and certain other acquisitions;
	•	during any period of two consecutive years, the individuals who, as of the beginning of such period, constitute our board, or incumbent board, cease to constitute at least a majority of the board, provided that any individual who becomes a member of our board subsequent to the beginning of such period and whose election or nomination was approved by at least two thirds of the members of the incumbent board will be considered as though he or she were a member of the incumbent board;
	•	the consummation of a reorganization, merger, share exchange or consolidation or sale or other disposition of all or substantially all of our assets unless (a) our stockholders immediately before the transaction continue to have beneficial ownership of 50% or more of the outstanding shares of our common stock and the combined voting power of our then outstanding voting securities resulting from the transaction in substantially the same proportions as their ownership immediately prior to the transaction of our common stock and outstanding voting securities; (b) no person (other than us, our parent organization (or the parent organization of the resulting corporation), an employee benefit plan sponsored by us or the resulting corporation, or any entity controlled by us or the resulting corporation) has beneficial ownership of 25% or more of the outstanding common stock of the resulting corporation or the combined voting power of the resulting corporation’s outstanding voting securities; and (c) individuals who were members of the incumbent board continue to constitute a majority of the members of the board of directors of the resulting corporation; or
	•	our stockholders approve a plan or proposal for the complete liquidation or dissolution of our company.

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	•	the separation agreement;
	•	corporate services agreements;
	•	the mirror notes;
	•	a tax matters agreement;
	•	an employee matters agreement;
	•	a registration rights agreement;
	•	an intellectual property cross license agreement;
	•	a sublease agreement; and
	•	an assignment, assumption and novation agreement.

	Separation Agreement

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	•	the ownership or operation of the assets or properties, or the operations or conduct, of the entities transferred to us in connection with the distribution, whether arising before or after the distribution (including any liabilities arising under the McCabe case referred to under “Business — Legal Proceedings”);
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by FNF or any of its affiliates for our benefit;
	•	any breach by us or any of our affiliates of the separation agreement, any of the other transaction documents, any other agreement to which we or our affiliates are a party, our certificate of incorporation or by-laws or any law or regulation;
	•	any untrue statement of, or omission to state, a material fact in FNF’s public filings to the extent it was as a result of information that we furnished to FNF or which FNF incorporated by reference from our public filings, if that statement or omission was made or occurred after the distribution; and
	•	any untrue statement of, or omission to state, a material fact in any registration statement or prospectus we may prepare or any of our other public filings, except to the extent the statement was made or omitted in reliance upon information provided to us by FNF expressly for use in any registration statement or prospectus or other public filing or information relating to and provided by any underwriter expressly for use in any registration statement or prospectus.

	•	the ownership or operation of the assets or properties, and the operations or conduct, of FNF or any of its affiliates (other than us and our subsidiaries), whether arising before or after the distribution;
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by us or any of our affiliates for the benefit of FNF;
	•	any breach by FNF or any of its affiliates of the separation agreement or certain of the other transaction documents, any other agreement to which FNF or its affiliates are a party, FNF’s certificate of incorporation or bylaws, or any law or regulation;

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	•	any untrue statement of, or omission to state, a material fact in our public filings to the extent it was as a result of information that FNF furnished to us or which we incorporated by reference from FNF’s public filings;
	•	any untrue statement of, or omission to state, a material fact contained in any registration statement or prospectus we may prepare, but only to the extent the untrue statement or omission was made or omitted in reliance upon information provided by FNF expressly for use in any registration statement or prospectus; and
	•	any action or liability arising as a result of the distribution.

	•	take any action or enter into any agreement that would cause FNF to violate any law, agreement or judgment;
	•	take any action that limits FNF’s ability to freely sell, transfer, pledge or otherwise dispose of our stock or limits the rights of any transferee of FNF as a holder of our common stock; or
	•	enter into any agreement that binds or purports to bind FNF.

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	FNF Corporate Services Agreements

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

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	New Notes Payable to FNF

	Tax Matters Agreement

88

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	Employee Matters Agreement

89

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	Registration Rights Agreement

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	Intellectual Property Cross License Agreement

	Sublease Agreement

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	Overview

	•	corporate services agreements;
	•	the starter repository and back plant access agreements;
	•	the license and services agreement;
	•	a lease agreement;
	•	a master information technology agreement; and
	•	a software license agreement for “SoftPro” software.

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

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	FNF Starter Repository and Back Plant Access Agreements

	License and Services Agreement

94

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	Lease Agreement

95

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	Master Information Technology Services Agreement

96

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	SoftPro Software License Agreement

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	Corporate Services

	IT Services

	Lease

	Real Estate Information

	Agency Agreements

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	Cost Sharing Agreement

	Agreements relating to Title Information

	Title Plant Maintenance Agreement and Master Title Plant Access Agreement

99

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	Title Plant Management Agreement

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	Tax Sharing Agreements

	Software License Agreements

	Equipment Leases

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	Master Loan Agreements

	Cross Conveyance and Joint Ownership and Development Agreements

	Provisions of our Certificate of Incorporation Relating to Corporate Opportunities

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	•	a corporate opportunity offered to any person who is an officer of ours and who is also a director but not an officer of Fidelity, will belong to us unless the opportunity is expressly offered to that person in a capacity other than such person’s capacity as one of our officers, in which case it will not belong to us;
	•	a corporate opportunity offered to any person who is a director but not an officer of ours, and who is also a director or officer of Fidelity, will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our directors; and
	•	a corporate opportunity offered to any person who is an officer of both Fidelity and us will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our officers.

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	•	100% of the principal amount of the notes to be redeemed; and
	•	the sum of the present values of the remaining scheduled payments on the notes to be redeemed, consisting of principal and interest, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; in each case, plus accrued interest to the date of redemption.

	•	the average of the bid and the asked prices for the Comparable Treasury Issue, expressed as a percentage of its principal amount, at 4:00 p.m. on the third business day preceding that redemption date, as set forth on “Telerate Page 500,” or such other page as may replace Telerate Page 500; or
	•	if Telerate Page 500, or any successor page, is not displayed or does not contain bid and/or asked prices for the Comparable Treasury Issue at that time, the average of the Reference Treasury Dealer Quotations obtained by the trustee for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the trustee is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the trustee.

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	•	the capital stock of Chicago Title Insurance Company, Fidelity National Title Insurance Company, Security Union Title Insurance Company, Ticor Title Insurance Company, Ticor Title Insurance Company of Florida or Alamo Title Insurance, which we refer to collectively as the “principal subsidiaries,” or
	•	the capital stock of a subsidiary that owns, directly or indirectly, the capital stock of any of the principal subsidiaries,

	•	liens securing debt that, together with all other debt so secured (but not including debt excluded by another exception listed below) does not exceed 15% of our consolidated tangible assets (defined as FNT’s consolidated assets less goodwill);
	•	liens under our new credit facility, or under any debt agreement or instrument that refinances or replaces such facility, with the aggregate principal amount of debt excluded under this exception not to exceed $400 million;
	•	liens existing on the date of the indenture;
	•	liens existing at the time of acquisition of such capital stock;
	•	liens securing intercompany debt; and
	•	any extension, modification, renewal or replacement of the foregoing.

	•	failure to pay interest on any note for 30 days after the payment is due;
	•	failure to pay the principal of, or any premium on, any note when due;
	•	failure to perform any other covenant in the indenture that applies to the notes for 60 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
	•	certain events of bankruptcy, insolvency or reorganization.

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	(1) the holder previously gives the trustee written notice of an event of default;
	(2) the holders of not less than 25% in principal amount of the outstanding notes of such series shall have also made such written request to the trustee and offered the trustee satisfactory indemnity to institute such proceeding as trustee; and
	(3) the trustee for 60 days shall have failed to institute such proceeding.

	•	the resulting or acquiring corporation (if other than us) assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the notes and performance of the covenants in the indenture; and
	•	immediately after the transaction, no event of default exists.

	•	a change in the stated maturity date of any payment of principal or interest;
	•	a reduction in the amount of interest or principal due on the notes or a change in the currency in which any payment on the notes is payable;
	•	a change in the place of payment of the notes;

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	•	a limitation of a holder’s right to sue us for the enforcement of payments due on the notes; or
	•	a modification of any of the foregoing requirements or a reduction in the percentage of outstanding notes required to waive compliance with certain provisions of the indenture or to waive certain defaults under the indenture.

	•	waive compliance by us with certain restrictive covenants of the indenture; and
	•	waive any past default under the indenture, except a default in the payment of the principal of, or any premium or interest on, any note of that series, or a default under any provision of the indenture which itself cannot be modified or amended without the consent of the holders of each outstanding note of that series.

	•	securities of the United States of America; or
	•	securities of government agencies backed by the full faith and credit of the United States of America.

	•	the indenture will no longer apply to the notes (except for certain obligations to compensate, reimburse and indemnify the trustee, to register the transfer and exchange of notes, to replace lost, stolen or mutilated notes and to maintain paying agencies and the trust funds); and
	•	holders of notes of such series can only look to the trust fund for payment of principal, any premium and interest on the notes.

	•	in the case of legal defeasance, we must deliver to the trustee an opinion of counsel confirming that (a) the Internal Revenue Service has published or issued to us a ruling that the legal defeasance will not have any federal income tax consequences to the holders or (b) there has been a change in the federal income tax law to that effect;
	•	in the case of covenant defeasance, we must deliver to the trustee an opinion of counsel confirming that the covenant defeasance will not have any federal income tax consequences to the holders;
	•	no event of default may have occurred and be continuing (other than an event of default resulting from the borrowing of funds used to make the deposit); and
	•	the defeasance will not result in the breach of the indenture or any of our material agreements.

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	•	a limited-purpose trust company organized under the New York Banking Law;
	•	a “banking organization” within the meaning of the New York Banking Law;
	•	a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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	•	DTC notifies us that it is unwilling or unable to continue as Depositary for the global notes, or DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered, and a successor Depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
	•	we determine, in our sole discretion, not to have the notes represented by one or more global notes; or
	•	an event of default under the indenture has occurred and is continuing with respect to the notes.

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The FNF Notes		The FNT Notes
Limitation on Liens As modified by the officers’ certificates referred to above with respect to each series of FNF notes, the FNF indenture provides that FNF will not, and will not permit any restricted subsidiary to, incur, assume or guarantee any debt (as defined in the FNF indenture) secured by a lien on any part of its property, whether owned at the time of the issuance of the relevant series of FNF notes or acquired thereafter, unless FNF provides, concurrently with or prior to the incurrence, assumption or guarantee of such secured debt, that the FNF notes shall be secured equally and ratably with such secured debt. However, these provisions do not apply to debt secured by the following liens: • liens created under the credit agreement, dated as of February 10, 2000, by and among FNF and various financial institutions, or any document executed and delivered pursuant to or in accordance with the requirements thereof; • liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is being contested in good faith and by proper proceedings, if FNF or the applicable restricted subsidiary has maintained adequate reserves (in the good faith judgment of the management of FNF) with respect thereto in accordance with GAAP; • carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings diligently prosecuted;		Limitation on Liens The FNT indenture will provide that FNT will not, and will not permit any subsidiary to, incur, assume or guarantee any debt (as defined in the FNT indenture) secured by a lien on any shares of capital stock of any restricted subsidiary (“secured debt”) (whether such capital stock is owned or outstanding at the date of the indenture or thereafter acquired or issued, as the case may be) if, immediately after giving effect thereto, the aggregate principal amount of all secured debt (other than excluded debt, as defined below) would exceed 15% of FNT’s consolidated tangible assets (defined as FNT’s consolidated assets less goodwill), unless FNT provides, concurrently with or prior to the incurrence, assumption or guarantee of such secured debt, that the FNT notes shall be secured equally and ratably with (or prior to) such secured debt for so long as such secured debt is so secured. However, these provisions do not apply to debt secured by the following liens (“excluded debt”): • liens under FNT’s new credit facility, which allows for a lesser amount of borrowings than the credit facility to which FNF is a party, or under any debt agreement or instrument that refinances or replaces such facility, with the aggregate principal amount constituting excluded debt under this exception not to exceed $400 million; • liens existing on the date of the indenture; • liens existing at the time of acquisition of such capital stock; • liens securing intercompany debt; and • any extension, modification, renewal or replacement of the foregoing.

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The FNF Notes		The FNT Notes
• liens existing on August 20, 2001; • liens consisting of pledges or deposits of cash or securities made by any restricted subsidiary in the insurance business as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any administrative or governmental body of the state of domicile of such restricted subsidiary responsible for the regulation thereof; • liens consisting of judgment or judicial attachment liens (other than arising as a result of claims under or related to insurance contracts or policies, retrocession agreements or reinsurance agreements); provided that the enforcement of such liens is effectively stayed or fully covered by insurance and all such liens in the aggregate at any time outstanding for FNF and its restricted subsidiaries do not exceed $20,000,000; • liens on assets subject to, and securing obligations in respect of, leases that, in conformity with GAAP, are, or are required to be, accounted for as capital leases on the applicable balance sheet, which are entered into in the ordinary course of business and are non-recourse to FNF or its restricted subsidiaries, and other such leases in an aggregate amount not to exceed $15,000,000 at any one time outstanding; • liens securing obligations permitted under certain sections of the previously described credit agreement, to the extent such liens are identified and permitted under such sections; • liens arising as a result of claims under or related to insurance contracts or policies, reinsurance agreements or retrocession agreements in the ordinary course of business, or securing debt of restricted subsidiaries in the insurance business incurred or assumed in connection with the settlement of claim losses in the ordinary course of business of such restricted subsidiaries; • liens on assets of entities that become restricted subsidiaries after August 20, 2001 securing the debt of such entity, which liens and debt previously existed and were not created in contemplation of such acquisition, and which liens are not spread to cover any other property; • liens on assets of FNF or its restricted subsidiaries securing debt owed to FNF or a restricted subsidiary; • so long as no default or event of default has occurred		Under the FNT indenture, “restricted subsidiary” means any of Chicago Title Insurance Company, Fidelity National Title Insurance Company, Security Union Title Insurance Company, Ticor Title Insurance Company, Ticor Title Insurance Company of Florida or Alamo Title Insurance, or any subsidiary that owns, directly or indirectly, the capital stock of any of the foregoing subsidiaries.

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The FNF Notes		The FNT Notes
and is continuing, other liens securing obligations in an aggregate amount not exceeding $20,000,000; and • any extension, renewal or replacement of the foregoing; provided that the liens are not spread to cover any additional debt or property (other than a substitution of like property). Under the FNF indenture as amended by the officers’ certificates, a “restricted subsidiary” means all subsidiaries of FNF except FNF Capital, Inc., Fidelity Asset Management, Inc., Micro General Corporation, Fidelity National Information Solutions, Inc., any of their respective subsidiaries, and any “Excluded Subsidiary” as defined under the credit agreement described above.
Other Covenants The FNF indenture also provides: FNF and its subsidiaries will carry insurance in amounts and covering such risks as are consistent with coverages carried by similarly situated corporations; FNF and its subsidiaries will keep proper books of record and account, to be examined at least annually by independent public accountants; and FNF and its subsidiaries shall comply with all applicable laws and regulations, noncompliance with which would have a material adverse effect on them, taken as a whole.		Other Covenants There will be no comparable covenants in the FNT indenture.
Events of Default As amended by the officers’ certificates, the FNF indenture provides that each of the following will be events of default: • default in the payment of interest on any FNF note when due, which continues for a period of 30 days; • default in the payment of the principal of (or premium, if any, on) any FNF note when due; • default in the performance of any covenant of FNF in the indenture, which continues for a period of 60 days after notice to FNF as specified in the FNF indenture; • default under any debt of FNF or under any instrument under which such debt may be issued or secured, which results in such debt in an aggregate principal amount in excess of $20 million becoming due and payable prior to the date it otherwise would have, and such acceleration not having been cured or rescinded or such debt not having been paid within 10 days after notice to FNF as specified in the indenture (the “cross-		Events of Default The FNT indenture will contain comparable events of default with respect to FNT and the FNT notes and indenture, except that it will not contain any event of default comparable to the cross-acceleration event of default included in the FNF indenture.

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The FNF Notes		The FNT Notes
acceleration event of default”); and • specified events of bankruptcy, insolvency or reorganization with respect to FNF.

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	•	you are an individual present in the U.S. for 183 days or more in the year of such exchange and either:

	•	you have a “tax home” in the U.S. and certain other requirements are met; or
	•	the gain from the exchange is attributable to an office or other fixed place of business maintained by you in the U.S.;

	•	you are an individual subject to tax pursuant to certain provisions of U.S. federal income tax law applicable to certain expatriates; or
	•	the gain is effectively connected with the conduct of a U.S. trade or business. See “— Income Effectively Connected with U.S. Trade or Business.”

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	•	you do not actually or constructively own 10% or more of the total combined voting power of all classes of our shares;
	•	you are not a controlled foreign corporation that is related to us within the meaning of the Internal Revenue Code; and
	•	the U.S. payor does not have actual knowledge or reason to know that you are a U.S. person and either:

	•	the beneficial owner of the FNT note certifies to the applicable payor or its agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on IRS Form W-8BEN, or a suitable substitute, form; or
	•	a financial institution (including a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business) holds the FNT note and certifies under penalties of perjury that it has received a Form W-8BEN (or a suitable substitute form) either from the beneficial owner or from a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof; or the U.S. Payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-U.S. person, in accordance with U.S. Treasury regulations.

	•	you are an individual present in the U.S. for 183 days or more in the year of such sale, exchange or redemption and either:

	•	you have a “tax home” in the U.S. and other requirements are met; or
	•	the gain from the disposition is attributable to an office or other fixed place of business maintained by you in the U.S.;

	•	you are an individual subject to tax pursuant to certain provisions of U.S. federal income tax law applicable to certain expatriates; or
	•	the gain is effectively connected with your conduct of a U.S. trade or business. See “— Income Effectively Connected with U.S. Trade or Business.”

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		Page
Report of Independent Registered Public Accounting Firm			F-2
Combined Balance Sheets as of December 31, 2004 and 2003			F-3
Combined Statements of Earnings for the years ended December 31, 2004, 2003 and 2002			F-4
Combined Statements of Equity And Comprehensive Earnings for the years ended December 31, 2004, 2003 and 2002			F-5
Combined Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-6
Notes to Combined Financial Statements			F-7
Unaudited Combined Balance Sheets as of June 30, 2005 and December 31, 2004			F-34
Unaudited Combined Statements of Earnings for the six months ended June 30, 2005 and 2004			F-35
Unaudited Combined Statements of Equity And Comprehensive Earnings for the six months ended June 30, 2005			F-36
Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2005 and 2004			F-37
Notes to Unaudited Condensed Combined Financial Statements			F-38

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				As of December 31,
				2004				2003
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at December 31, 2004 and 2003 includes $265,639 and $262,193, respectively, of pledged fixed maturity securities related to secured trust deposits			$	2,174,817			$	1,615,704
	Equity securities, at fair value				115,070				65,407
	Other long-term investments				21,219				17,596
	Short-term investments, at December 31, 2004 and 2003 includes $280,351 and $185,956, respectively, of pledged short-term investments related to secured trust deposits				508,383				811,475
		Total investments			2,819,489				2,510,182
Cash and cash equivalents, at December 31, 2004 and 2003 includes $195,200 and $231,142, respectively, of pledged cash related to secured trust deposits					268,414				395,857
Trade receivables, net of allowance of $11,792 in 2004 and $12,833 in 2003					145,447				132,579
Notes receivable, net of allowance of $1,740 in 2004 and $1,555 in 2003 and includes notes from related parties of $22,800 in 2004 and $26,598 in 2003					39,196				41,358
Goodwill					959,600				920,278
Prepaid expenses and other assets					311,730				296,942
Title plants					301,610				280,024
Property and equipment, net					164,916				161,368
Due from FNF					63,689				44,076
				$	5,074,091			$	4,782,664
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	603,705			$	591,535
	Notes payable				22,390				54,259
	Reserve for claim losses				980,746				932,439
	Secured trust deposits				735,295				671,882
	Deferred tax liabilities				51,248				60,875
					2,393,384				2,310,990
	Minority interests				3,951				2,488
Equity:
	Investment by FNF				2,719,056				2,481,038
	Accumulated other comprehensive loss				(42,300	)			(11,852	)
					2,676,756				2,469,186
				$	5,074,091			$	4,782,664

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				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Revenue:
	Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
	Agency title insurance premiums, includes $106.3 million, $284.9 million and $53.0 million of premiums from related parties in 2004, 2003 and 2002, respectively (see Note A)				2,714,770				2,595,433				1,989,958
		Total title premiums			4,718,217				4,700,750				3,547,727
	Escrow and other title related fees, includes $8.4 million, $7.3 million and $6.7 million of revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				1,039,835				1,058,729				790,787
		Total title and escrow			5,758,052				5,759,479				4,338,514
	Interest and investment income, includes $1.0 million, $0.7 million and $0.5 million of interest revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				64,885				56,708				72,305
	Realized gains and losses, net				22,948				101,839				584
	Other income				43,528				52,689				55,927
					5,889,413				5,970,715				4,467,330
Expenses:
	Personnel costs, excludes $34.5 million, $14.8 million and $9.9 million of personnel costs allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				1,680,805				1,692,895				1,260,070
	Other operating expenses, includes $53.8 million, $15.8 million and $4.9 million of other operating expenses from related parties net of amounts allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				849,554				817,597				633,193
	Agent commissions, includes agent commissions of $93.6 million, $250.7 million and $46.7 million paid to related parties in 2004, 2003 and 2002, respectively (see Note A)				2,117,122				2,035,810				1,567,112
	Depreciation and amortization				95,718				79,077				53,042
	Provision for claim losses				259,402				248,834				175,963
	Interest expense				3,885				4,582				8,586
					5,006,486				4,878,795				3,697,966
	Earnings before income taxes and minority interest				882,927				1,091,920				769,364
	Income tax expense				323,598				407,736				276,970
	Earnings before minority interest				559,329				684,184				492,394
	Minority interest				1,165				859				624
		Net earnings		$	558,164			$	683,325			$	491,770
		Unaudited proforma net earnings per share — basic and diluted		$	3.22				—				—
		Unaudited proforma weighted average shares outstanding — basic and diluted			172,951				—				—

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							Accumulated Other
			Investment by				Comprehensive								Comprehensive
			FNF				Earnings (Loss)				Total Equity				Earnings (Loss)
			(In thousands)
Balance, December 31, 2001			$	1,740,917			$	470			$	1,741,387			$	—
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(15,871	)			(15,871	)			(15,871	)
	Other comprehensive earnings-unrealized gain on investments — net of tax			—				26,882				26,882				26,882
	Net contribution of capital			144,016				—				144,016
	Dividend to FNF			(153,700	)			—				(153,700	)
	Net earnings			491,770				—				491,770				491,770
Balance, December 31, 2002				2,223,003				11,481				2,234,484				502,781
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(9,988	)			(9,988	)			(9,988	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(13,345	)			(13,345	)			(13,345	)
	Net distribution of capital			(16,390	)			—				(16,390	)
	Dividend to FNF			(408,900	)			—				(408,900	)
	Net earnings			683,325				—				683,325				683,325
Balance, December 31, 2003				2,481,038				(11,852	)			2,469,186				659,992
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(11,764	)			(11,764	)			(11,764	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(18,684	)			(18,684	)			(18,684	)
	Net contribution of capital			117,854				—				117,854				—
	Dividend to FNF			(438,000	)			—				(438,000	)			—
	Net earnings			558,164				—				558,164				558,164
Balance, December 31, 2004			$	2,719,056				(42,300	)		$	2,676,756			$	527,716

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				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	558,164			$	683,325			$	491,770
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			95,718				79,077				53,042
		Net increase in reserve for claim losses			6,088				38,158				6,920
		Gain on sales of investments and other assets			(22,948	)			(101,839	)			(584	)
		Stock-based compensation cost			5,418				4,864				—
Changes in assets and liabilities, net of effects from acquisitions:
		Net decrease (increase) in secured trust deposits			1,514				11,647				(5,129	)
		Net increase in trade receivables			(11,241	)			(7,630	)			(35,000	)
		Net decrease in prepaid expenses and other assets			18,295				58,829				105,916
		Net (decrease) increase in accounts payable, accrued liabilities and minority interests			(12,309	)			62,735				112,437
		Net increase in income taxes			7,099				23,462				21,928
	Net cash provided by operating activities				645,798				852,628				751,300
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				2,579,401				1,849,862				1,061,356
	Proceeds from maturities of investment securities available for sale				204,783				318,302				161,538
	Proceeds from sales of real estate, property and equipment				5,620				5,141				2,765
	Collections of notes receivable				7,788				15,480				22,764
	Additions to title plants				(6,533	)			(1,105	)			(569	)
	Additions to property and equipment				(70,636	)			(80,418	)			(64,093	)
	Additions to capitalized software				(415	)			(16,133	)			(35,048	)
	Additions to notes receivable				(5,414	)			(3,665	)			—
	Purchases of investment securities available for sale				(3,244,321	)			(2,184,319	)			(1,387,840	)
	Net proceeds (purchases) of short-term investment activities				277,736				(76,192	)			(288,788	)
	Acquisition of businesses, net of cash acquired				(115,712	)			(8,352	)			10,633
		Net cash used in investing activities			(367,703	)			(181,399	)			(517,282	)
Cash Flows From Financing Activities:
	Borrowings				132				238				21,063
	Debt service payments				(33,367	)			(56,062	)			(89,365	)
	Net contribution from (distribution to) parent				101,639				(180,118	)			2,510
	Dividends paid				(438,000	)			(408,900	)			(153,700	)
	Net cash used in financing activities				(369,596	)			(644,842	)			(219,492	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				(91,501	)			26,387				14,526
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				164,715				138,328				123,802
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	73,214			$	164,715			$	138,328

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A.	Summary of Significant Accounting Policies

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		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2

Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

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		As of December 31
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

	Investments

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	Cash and Cash Equivalents

	Fair Value of Financial Instruments

	Trade and Notes Receivables

	Goodwill

	Other Intangible Assets

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	Capitalized Software

	Title Plants

	Property and Equipment

	Reserve for Claim Losses

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	Secured Trust Deposits

	Income Taxes

	Reinsurance

	Revenue Recognition

	Stock-Based Compensation Plans

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		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net earnings, as reported		$	558,164			$	683,325			$	491,770
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,360				3,016				—
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects			(4,268	)			(8,124	)			(12,071	)
Pro forma net earnings		$	557,256			$	678,217			$	479,699

	Management Estimates

	American Pioneer Title Insurance Company

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	LandCanada

	Key Title Company

			December 31, 2004
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	707,007			$	708,885			$	1,058			$	(2,936	)		$	707,007
	States and political subdivisions			991,696				982,794				11,975				(3,073	)			991,696
	Corporate debt securities			388,429				392,518				320				(4,409	)			388,429
	Foreign government bonds			4,189				4,178				11				—				4,189
	Mortgage-backed securities			83,496				83,311				354				(169	)			83,496
			$	2,174,817			$	2,171,686			$	13,718			$	(10,587	)		$	2,174,817

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			December 31, 2003
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	495,665			$	488,694			$	7,082			$	(111	)		$	495,665
	States and political subdivisions			787,385				767,459				20,091				(165	)			787,385
	Corporate debt securities			269,555				268,596				2,091				(1,132	)			269,555
	Foreign government bonds			3,535				3,522				13				—				3,535
	Mortgage-backed securities			59,564				58,294				1,271				(1	)			59,564
			$	1,615,704			$	1,586,565			$	30,548			$	(1,409	)		$	1,615,704

		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		December 31,
		2004								2003
						Fair								Fair
		Cost				Value				Cost				Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
		$	108,574			$	115,070			$	54,401			$	65,407

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		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Cash and cash equivalents		$	1,909			$	1,513			$	1,332
Fixed maturity securities			55,817				45,973				55,502
Equity securities			(44	)			1,749				1,635
Short-term investments			5,435				5,594				10,624
Notes receivable			1,768				1,879				3,212
		$	64,885			$	56,708			$	72,305

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		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2004		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	576,655			$	(2,725	)		$	40,517			$	(211	)		$	617,172			$	(2,936	)
States and political subdivisions			286,222				(2,609	)			39,019				(462	)			325,241				(3,071	)
Mortgage-backed securities			22,309				(170	)			—				—				22,309				(170	)
Corporate debt securities			242,147				(2,615	)			114,808				(1,794	)			356,955				(4,409	)
Equity securities			64,739				(1,998	)			33,554				(1,332	)			98,293				(3,330	)
Total temporary impaired securities		$	1,192,072			$	(10,117	)		$	227,898			$	(3,799	)		$	1,419,970			$	(13,916	)

		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2003		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	81,137			$	(111	)		$	—			$	—			$	81,137			$	(111	)
States and political subdivisions			40,258				(165	)			—				—				40,258				(165	)
Mortgage-backed securities			2,782				(1	)			—				—				2,782				(1	)
Corporate debt securities			121,096				(1,121	)			2,712				(11	)			123,808				(1,132	)
Equity securities			33,196				(273	)			—				(73	)			33,196				(346	)
Total temporary impaired securities		$	278,469			$	(1,671	)		$	2,712			$	(84	)		$	281,181			$	(1,755	)

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D.	Property and Equipment

		December 31,
		2004				2003
		(In thousands)
Land		$	3,968			$	4,904
Buildings			22,726				26,399
Leasehold improvements			71,475				66,042
Furniture, fixtures and equipment			348,229				301,152
			446,398				398,497
Accumulated depreciation and amortization			(281,482	)			(237,129	)
		$	164,916			$	161,368

E.	Goodwill

Balance, December 31, 2002		$	811,611
Goodwill acquired during the year			108,667
Balance, December 31, 2003			920,278
Goodwill acquired during the year			39,322
Balance, December 31, 2004		$	959,600

F.	Accounts Payable and Accrued Liabilities

		December 31,
		2004				2003
		(Dollars in thousands)
Salaries and incentives		$	186,057			$	164,620
Accrued benefits			218,121				165,127
Trade accounts payable			33,958				80,968
Accrued recording fees and transfer taxes			48,827				54,045
Accrued premium taxes			24,343				34,008
Other accrued liabilities			92,399				92,767
		$	603,705			$	591,535

G.	Notes Payable

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H.	Income Taxes

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Current		$	298,737			$	311,435			$	266,996
Deferred			24,861				96,301				9,974
		$	323,598			$	407,736			$	276,970

		2004				2003				2002
Statement of earnings		$	323,598			$	407,736			$	276,970
Other comprehensive income:
Minimum pension liability adjustment			(6,909	)			(6,401	)			(10,170	)
Unrealized gains on investment securities, net			(10,786	)			(7,939	)			15,121
Total income tax expense (benefit) allocated to other comprehensive income			(17,695	)			(14,340	)			4,951
Total income taxes		$	305,903			$	393,396			$	281,921

		Year Ended
		December 31,
		2004				2003				2002
Federal statutory rate			35.0	%			35.0	%			35.0	%
Federal benefit of state taxes			(0.8	)			(0.9	)			(0.9	)
Tax exempt interest income			(1.0	)			(0.6	)			(0.9	)
State income taxes			2.3				2.5				2.6
Non-deductible expenses			0.6				0.5				0.1
Other			0.5				0.8				0.1
			36.6	%			37.3	%			36.0	%

				December 31,
				2004				2003
				(In thousands)
Deferred Tax Assets:
	Employee benefit accruals			$	68,278			$	43,011
	Pension				24,318				25,294
	Accrued liabilities				8,474				10,480
	State income taxes				10,793				12,915
	Other				8,777				12,031
	Lease accounting				—				3,223
	Insurance reserve basis differences				—				22,051
		Total deferred tax assets			120,640				129,005

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				December 31,
				2004				2003
				(In thousands)
Deferred Tax Liabilities:
	Amortization of goodwill and intangible assets				(27,040	)			(62,697	)
	Title plant				(58,141	)			(54,641	)
	Other				(18,973	)			(32,698	)
	Depreciation				(22,083	)			(20,143	)
	Insurance reserve basis differences				(26,589	)			—
	Investment securities				(8,395	)			(10,665	)
	Bad debts				(10,667	)			(9,036	)
		Total deferred tax liabilities			(171,888	)			(189,880	)
		Net deferred tax liability		$	(51,248	)		$	(60,875	)

I.	Summary of Reserve for Claim Losses

					Year Ended December 31,
					2004				2003				2002
					(In thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title premiums						5.5	%			5.3	%			5.0	%

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(1)	The Company assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. The Company assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

J.	Commitments and Contingencies

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies” when

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		making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

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2005			$	109,380
2006				94,805
2007				75,338
2008				51,216
2009				28,933
Thereafter				19,699
	Total future minimum operating lease payments		$	379,371

K.	Regulation

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L.	Employee Benefit Plans

	Stock Purchase Plan

	401(k) Profit Savings Plan

	Stock Option Plans

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				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	131,984			$	111,132			$	103,268
	Service cost				—				—				—
	Interest cost				8,650				8,104				7,582
	Actuarial loss				20,918				20,676				16,085
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Net benefit obligation at end of year		$	150,255			$	131,984			$	111,132
Change in Pension Plan Assets:
	Fair value of plan assets at beginning of year			$	77,700			$	66,232			$	76,019
	Actual return on plan assets				2,811				7,196				(7,595	)
	Employer contributions				18,000				12,200				13,611
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Fair value of plan assets at end of year		$	87,214			$	77,700			$	66,232
	Funded status at end of year			$	(63,041	)		$	(54,284	)		$	(44,900	)
	Unrecognized net actuarial loss				80,261				61,588				45,173
		Net amount recognized at end of year		$	17,220			$	7,304			$	273

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				2004				2003				2002
				(In thousands)
Service cost				$	—			$	—			$	—
Interest cost					8,650				8,104				7,582
Expected return on assets					(7,570	)			(7,128	)			(7,639	)
Amortization of actuarial loss					7,004				4,193				634
	Total net periodic (income) expense			$	8,084			$	5,169			$	577
One time charges:
		Settlement charge			—				—				4,604
	Total net expense			$	8,084			$	5,169			$	5,181

	Pension Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Rate of compensation increase			N/A	(a)			N/A	(a)

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Expected return on plan assets			8.5	%			8.5	%			9.0	%
Rate of compensation increase			N/A	(a)			N/A	(a)			N/A	(a)

(a)	Rate of compensation increase is not applicable due to the pension being frozen at December 31, 2000.

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			Target				Percentage of
			Allocation				Plan Assets
Asset Category			2005				2004				2003
Equity securities				50–55	%			—				58.7	%
Debt securities				15–25				—				18.8
Insurance annuities				10–20				—				13.9
Other (Cash)				5–25	%			100.0	%(a)			8.6
	Total							100.0	%			100.0	%

(a)	Investments were all cash at December 31, 2004 as the Company was in the process of transferring the assets from one investment manager to another.

	Pension Plan Cash Flows

	Plan Contributions

	Plan Benefit Payments

Actual Benefit Payments
2003		$	7,928
2004			11,927
Expected Future Payments
2005		$	10,164
2006			9,959
2007			10,094
2008			10,232
2009			10,179
2010–2014			51,614

	Postretirement Plans

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				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	22,684			$	22,757			$	22,405
	Service cost				205				221				247
	Interest cost				1,281				1,405				1,546
	Plan participants’ contributions				1,513				1,646				1,643
	Plan amendments				—				—				—
	Actuarial (gain) loss				(348	)			537				360
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Net benefit obligation at end of year		$	21,440			$	22,684			$	22,757
Change in Plan Assets:
	Fair value of plan assets at beginning of year			$	—			$	—			$	—
	Employer contributions				2,382				2,236				1,801
	Plan participants’ contributions				1,513				1,646				1,643
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Fair value of plan assets at end of year		$	—			$	—			$	—
	Funded status at end of year			$	(21,440	)		$	(22,684	)		$	(22,757	)
	Unrecognized net actuarial loss				4,533				5,212				4,950
	Unrecognized prior service cost				(1,610	)			(4,315	)			(7,019	)
	Net accrued cost of accumulated postretirement benefit obligation included in accounts payable and accrued liabilities			$	(18,517	)		$	(21,787	)		$	(24,826	)

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				2004				2003				2002
				(In thousands)
Service cost				$	205			$	221			$	247
Interest cost					1,281				1,405				1,546
Amortization of prior service cost					(2,704	)			(2,704	)			(2,704	)
Amortization of actuarial loss					330				274				330
		Total net periodic (income) expense		$	(888	)		$	(804	)		$	(581	)
One time charges:
Curtailment charge (credit)					—				—				—
	Total net benefit (income) expense			$	(888	)		$	(804	)		$	(581	)

	Postretirement Benefit Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Health care cost trend rate assumed for next year			9	%			10	%
Rate that the cost trend rate gradually declines to			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Health care cost trend rate assumed for next year			10	%			11	%			12	%
Rate that the cost trend rate gradually declines to			5	%			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009				2009

		One-Percentage-Point				One-Percentage-Point
		Increase				Decrease
		(In thousands)
Effect on total of service and interest cost		$	87			$	(79	)
Effect on postretirement benefit obligation		$	1,156			$	(1,047	)

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	Postretirement Cash Flows

Benefit Payments
2003		$	2,236
2004			1,513
Expected Future Payments
2005		$	2,145
2006			2,328
2007			2,481
2008			2,579
2009			2,598
2010-2014			11,446

M.	Supplementary Cash Flow Information

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Cash paid during the year:
	Interest		$	3,934			$	4,725			$	12,822
Acquisitions:
	Fair value of assets acquired		$	162,245			$	217,132			$	129,841
	Less: Liabilities assumed			46,533				48,543				29
	Total purchase price			115,712				168,589				129,812
	Less: Cash purchase price, net of cash acquired			115,712				8,352				(10,633	)
	Non-cash purchase price		$	—			$	160,237			$	140,445
	Other non-cash contributions of capital primarily stock option allocation		$	4,276			$	3,491			$	1,061
	Total non-cash contribution of capital		$	4,276			$	163,728			$	141,506

N.	Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk

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O.	Recent Accounting Pronouncements

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				As of June 30,				As of December 31,
				2005				2004
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at June 30, 2005 includes $296,814 and $141,090 of pledged fixed maturities relating to secured trust deposits and securities lending program, respectively and December 31, 2004 includes $265,639 of pledged fixed maturity securities related to secured trust deposits			$	2,525,060			$	2,174,817
	Equity securities, at fair value at June 30, 2005 includes $1,699 of pledged equities related to securities lending program				142,883				115,070
	Other long-term investments				20,884				21,219
	Short-term investments, at June 30, 2005 and December 31, 2004 includes $393,286 and $280,351, respectively, of pledged short-term investments related to secured trust deposits				735,983				508,383
		Total investments			3,424,810				2,819,489
Cash and cash equivalents, at June 30, 2005 and December 31, 2004 includes $370,771 and $195,200, respectively, of pledged cash related to secured trust deposits					614,555				268,414
Trade receivables, net of allowance of $11,252 at June 30, 2005 and $11,792 at December 31, 2004					185,751				145,447
Notes receivable, net of allowance of $1,990 at June 30, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at June 30, 2005 and December 31, 2004					37,818				39,196
Goodwill					962,587				959,600
Prepaid expenses and other assets					310,221				311,730
Title plants					303,332				301,610
Property and equipment, net					134,304				164,916
Due from FNF					—				63,689
				$	5,973,378			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	782,859			$	603,705
	Notes payable				7,802				22,390
	Reserve for claim losses				984,290				980,746
	Secured trust deposits				1,057,166				735,295
	Deferred tax liabilities				83,109				51,248
	Due to FNF				8,894				—
					2,924,120				2,393,384
	Minority interests				4,643				3,951
Equity:
	Investment by FNF				3,096,617				2,719,056
	Accumulated other comprehensive loss				(52,002	)			(42,300	)
					3,044,615				2,676,756
				$	5,973,378			$	5,074,091

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					Six Months Ended
					June 30,
					2005				2004
					(In thousands, except per share
					amounts)
Revenue:
	Direct title insurance premiums				$	1,017,396			$	987,019
	Agency title insurance premiums, includes $42.8 million and $74.5 million of premiums from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,304,200				1,348,430
		Total title premiums				2,321,596				2,335,449
	Escrow and other title related fees, includes $5.0 million and $2.9 million of revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					543,465				514,019
		Total title and escrow				2,865,061				2,849,468
	Interest and investment income, includes $0.4 million and $0.2 million of interest revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					45,430				28,163
	Realized gains and losses, net					21,922				17,044
	Other income					20,020				21,573
					$	2,952,433			$	2,916,248
Expenses:
	Personnel costs, excludes $12.2 million and $15.5 million of personnel costs allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					904,603				838,063
	Other operating expenses, includes $44.3 million and $34.0 million of other operating expenses from related parties net of amounts allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					451,093				422,113
	Agent commissions, includes agent commissions of $37.7 million and $65.6 million paid to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,005,121				1,046,601
	Depreciation and amortization					49,389				44,193
	Provision for claim losses					150,677				125,010
	Interest expense					724				2,256
						2,561,607				2,478,236
	Earnings before income taxes and minority interest					390,826				438,012
	Income tax expense					146,637				160,312
	Earnings before minority interest					244,189				277,700
	Minority interest					1,292				455
			Net earnings		$	242,897			$	277,245
	Unaudited proforma net earnings per share — basic and diluted				$	1.40				—
	Unaudited proforma weighted average shares outstanding — basic and diluted					172,951				—

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							Accumulated
							Other
			Investment				Comprehensive								Comprehensive
			by FNF				Loss				Total Equity				Earnings
			(In thousands)
Balance, December 31, 2004			$	2,719,056			$	(42,300	)		$	2,676,756			$	—
	Other comprehensive earnings — unrealized loss on investments — net of tax			—				(9,702	)			(9,702	)			(9,702	)
	Net contribution of capital			134,664				—				134,664				—
	Net earnings			242,897				—				242,897				242,897
Balance, June 30, 2005			$	3,096,617			$	(52,002	)		$	3,044,615			$	233,195

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				Six Months Ended
				June 30,
				2005				2004
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	242,897			$	277,245
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			49,389				44,193
		Net increase (decrease) in reserve for claim losses			3,544				16,863
		Gain on sales of investments and other assets			(21,922	)			(17,044	)
	Changes in assets and liabilities, net of effects from acquisitions:
		Net increase (decrease) in secured trust deposits			2,190				(1,121	)
		Net increase in trade receivables			(40,304	)			(9,838	)
		Net (increase) decrease in prepaid expenses and other assets			12,847				(20,237	)
		Net increase (decrease) in accounts payable, accrued liabilities and minority interests			33,533				(91,577	)
		Net increase in income taxes			109,001				178,073
		Net cash provided by operating activities			391,175				376,557
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				1,339,841				983,368
	Proceeds from maturities of investment securities available for sale				150,102				89,701
	Proceeds from sales of real estate, property and equipment				30,519				4,189
	Cash received as collateral on loaned securities, net				2,951				—
	Collections of notes receivable				8,609				2,762
	Additions to title plants				(2,071	)			(6,052	)
	Additions to property and equipment				(31,207	)			(30,557	)
	Additions to capitalized software				(2,986	)			(3,001	)
	Additions to notes receivable				(7,731	)			(4,314	)
	Purchases of investment securities available for sale				(1,598,705	)			(1,388,303	)
	Net proceeds of short-term investment activities				(224,185	)			227,937
	Acquisition of businesses, net of cash acquired				(5,018	)			(110,822	)
		Net cash used in investing activities			(339,881	)			(235,092	)
Cash Flows From Financing Activities:
	Debt service payments				(14,588	)			(17,655	)
	Dividends paid				(11,240	)			(159,600	)
	Net contribution from (distribution to) FNF				145,104				(28,119	)
		Net cash provided by (used in) financing activities			119,276				(205,374	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				170,570				(63,909	)
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				73,214				164,715
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	243,784			$	100,806

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A.	Basis of Financial Statements

	Description of Business

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	Principles of Consolidation and Basis of Presentation

	Unaudited Proforma Net Earnings Per Share

	Transactions with Related Parties

		2005				2004
		(In millions)
Agency title premiums earned		$	42.8			$	74.5
Rental income earned			5.0				2.9
Interest revenue			0.4				0.2
Total revenue		$	48.2			$	77.6

Agency title commissions		$	37.7			$	65.6
Data processing costs			24.7				29.1
Corporate services allocated			(36.1	)			(37.1	)
Title insurance information expense			11.2				15.3
Other real-estate related information		$	8.5			$	4.6
Software expense			3.6				3.0
Rental expense			1.7				1.1
Total expenses		$	51.3			$	81.6
Total pretax impact of related party activity		$	(3.1	)		$	(4.0	)

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		June 30, 2005				December 31, 2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
(Due to) Due from FNF		$	(8.9	)		$	57.4

B.	Acquisitions

	Service Link LLC

	American Pioneer Title Insurance Company

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C.	Investments

			Less than 12 Months								12 Months or Longer								Total
							Unrealized								Unrealized								Unrealized
			Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies			$	438,772			$	(2,934	)		$	385,567			$	(2,217	)		$	824,339			$	(5,151	)
States and political subdivisions				179,361				(928	)			219,577				(2,938	)			398,938				(3,866	)
Corporate securities				127,368				(1,306	)			263,184				(4,403	)			390,552				(5,709	)
Equity securities				60,305				(4,949	)			54,791				(6,345	)			115,096				(11,294	)
	Total temporarily impaired securities		$	805,806			$	(10,117	)		$	923,119			$	(15,903	)		$	1,728,925			$	(26,020	)

D.	Stock-Based Compensation Plans

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		Six Months Ended
		June 30,
		2005				2004
		(In thousands, except per
		share amounts)
Net earnings, as reported		$	245,545			$	276,192
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,329				1,330
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(3,895	)			(2,338	)
Pro forma net earnings		$	244,979			$	275,184

E.	Pension and Postretirement Benefits

			For the Six Months Ended June 30,
			2005				2004				2005				2004
			Pension Benefits								Postretirement Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	76			$	103
Interest cost				4,174				4,325				592				662
Expected return on assets				(3,918	)			(3,565	)			—				—
Amortization of prior service cost				—				—				(768	)			(1,352	)
Amortization of actuarial loss				4,414				3,502				274				229
	Total net periodic (income) expense		$	5,760			$	4,262			$	174			$	(358	)

F.	Legal Proceedings

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.

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	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follows the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

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F-45

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By overnight delivery, mail or hand:		By facsimile transmission:
48 Wall Street, 22nd Floor		(for eligible institutions only)
New York, New York 10005		(212) 809-8839
Attn: Gina Ruotolo
		To confirm facsimile transmission:
		(212) 493-6958

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Item 21.	Exhibits and Financial Statement Schedules

	(a)	Exhibits

Exhibit
Number				Description
	1	.1		Form of Dealer Manager Agreement between the Registrant and Lehman Brothers Inc.**
	3	.1		Amended and Restated Certificate of Incorporation.†
	3	.2		Amended and Restated Bylaws of the Registrant.†
	4	.1		Indenture, dated as of August 20, 2001, by and between FNF and The Bank of New York.**
	4	.2		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of August 20, 2001, setting the terms of the 7.30% FNF notes due 2011.**
	4	.3		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of March 11, 2003, setting the terms of the 5.25% FNF notes due 2013.**
	4	.4		Form of First Supplemental Indenture.**
	4	.5		Form of Indenture between the Registrant and               relating to the FNT notes.**
	4	.6		Form of 7.30% FNT note due August 15, 2011.**
	4	.7		Form of 5.25% FNT note due March 15, 2013.**
	5	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding the legality of the securities.**
	8	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding material U.S. federal income tax consequences.*

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Exhibit
Number				Description
	10	.1		Separation Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.2		Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.3		Reverse Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.4		Tax Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.5		Employee Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.6		Registration Rights Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.7		Intellectual Property Cross License Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.8		Sublease Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.9		Assignment, Assumption and Novation Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.10		Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.11		Reverse Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.12		Starters Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.13		Back Plant Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.14		License and Services Agreement dated September 27, 2005 between FIS and the Registrant.**
	10	.15		Lease Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.16		Master Information Technology Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.17		SoftPro Software License Agreement dated September 27, 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		7.30% Mirror Note due 2011.**
	10	.19		5.25% Mirror Note due 2013.**
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***

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Exhibit
Number				Description
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.***
	10	.50		Fidelity National Title Group, Inc. Employee Stock Purchase Plan.***
	10	.51		Form of Restricted Stock Grant Agreement***

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Exhibit
Number				Description
	10	.52		Credit Agreement, dated October 17, 2005 between the Registrant, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and certain agents and other lenders party thereto, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 21, 2005 as Exhibit 10.1.
	12	.1		FNF statement of computation of ratio of earnings to fixed charges**
	12	.2		FNT statement of computation of ratio of earnings to fixed charges**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).**
	23	.3		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 8.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).**
	25	.1		Statement of Eligibility of           under the Trust Indenture Act of 1939, as trustee under the FNT indenture.*
	99	.1		Form of Letter of Transmittal and Consent.**
	99	.2		Form of Letter to Depository Trust Company Participants.**
	99	.3		Form of Letter to Beneficial Owners.**

*	To be filed by amendment
**	Filed herewith
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 27, 2005

†	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on August 17, 2005.

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		Balance at				Charge to												Balance at
		Beginning				Costs and				Other				Deduction				End of
Description		of Period				Expenses				(Described)				(Described)				Period
Year ended December 31, 2004
Provision for claim losses			932,439				259,402				38,597	(3)			249,692	(1)			980,746
Allowance on trade receivables		$	12,833			$	228			$	—			$	1,269	(2)		$	11,792
Allowance on notes receivable			1,555				185				—				—				1,740
Year ended December 31, 2003
Provision for claim losses			887,973				248,834				4,203	(4)			208,571	(1)			932,439
Allowance on trade receivables			10,148				456				2,229	(2)			—				12,833
Allowance on notes receivable			1,001				554				—				—				1,555
Year ended December 31, 2002
Provision for claim losses		$	881,053			$	175,963				—			$	169,043	(1)		$	887,973
Allowance on trade receivables			9,707				1,317				—				876	(2)			10,148
Allowance on notes receivable			5,093				—				—				4,092	(2)			1,001

(1)	Represents payments of claim losses, net of recoupments
(2)	Represents uncollectible accounts written off, change in reserve due to reevaluation of specific items
(3)	Represents reserve for claim losses assumed in the acquisition of APTIC in 2004
(4)	Represents reserve for claim losses assumed in the acquisition of ANFI in 2003

	(a) The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

II-6

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		securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Fidelity National Financial, Inc.’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of a Fidelity National Financial, Inc. employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(d)	The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(e)	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

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	Fidelity National Title Group, Inc.

	By:	/s/ Raymond R. Quirk

	Name: Raymond R. Quirk
	Title: Chief Executive Officer

By:		/s/ William P. Foley, II        William P. Foley, II		Chairman of the Board of Directors		October 27, 2005
By:		/s/ Raymond R. Quirk        Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)		October 27, 2005
By:		/s/ Anthony J. Park        Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)		October 27, 2005
By:		/s/ Willie M. Davis        Willie M. Davis		Director		October 27, 2005
By:		/s/ John F. Farrell, Jr        John F. Farrell, Jr		Director		October 27, 2005
By:		/s/ Philip G. Heasley        Philip G. Heasley		Director		October 27, 2005
By:		/s/ William A. Imparato        William A. Imparato		Director		October 27, 2005
By:		/s/ Donald M. Koll        Donald M. Koll		Director		October 27, 2005

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By:		/s/ General William Lyon        General William Lyon		Director		October 27, 2005
By:		/s/ Frank P. Willey        Frank P. Willey		Director		October 27, 2005

II-9

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Exhibit
Number				Description
	1	.1		Form of Dealer Manager Agreement between the Registrant and Lehman Brothers Inc.**
	3	.1		Amended and Restated Certificate of Incorporation.†
	3	.2		Amended and Restated Bylaws of the Registrant.†
	4	.1		Indenture, dated as of August 20, 2001, by and between FNF and The Bank of New York.**
	4	.2		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of August 20, 2001, setting the terms of the 7.30% FNF notes due 2011.**
	4	.3		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of March 11, 2003, setting the terms of the 5.25% FNF notes due 2013.**
	4	.4		Form of First Supplemental Indenture.**
	4	.5		Form of Indenture between the Registrant and               relating to the FNT notes.**
	4	.6		Form of 7.30% FNT note due August 15, 2011.**
	4	.7		Form of 5.25% FNT note due March 15, 2013.**
	5	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding the legality of the securities.**
	8	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding material U.S. federal income tax consequences.*
	10	.1		Separation Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.2		Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.3		Reverse Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.4		Tax Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.5		Employee Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.6		Registration Rights Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.7		Intellectual Property Cross License Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.8		Sublease Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.9		Assignment, Assumption and Novation Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.10		Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.11		Reverse Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.12		Starters Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.13		Back Plant Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.14		License and Services Agreement dated September 27, 2005 between FIS and the Registrant.**
	10	.15		Lease Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.16		Master Information Technology Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.17		SoftPro Software License Agreement dated September 27, 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		7.30% Mirror Note due 2011.**
	10	.19		5.25% Mirror Note due 2013.**
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***

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Exhibit
Number				Description
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***

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Exhibit
Number				Description
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.***
	10	.50		Fidelity National Title Group, Inc. Employee Stock Purchase Plan.***
	10	.51		Form of Restricted Stock Grant Agreement***
	10	.52		Credit Agreement, dated October 17, 2005 between the Registrant, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and certain agents and other lenders party thereto, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 21, 2005 as Exhibit 10.1.
	12	.1		FNF statement of computation of ratio of earnings to fixed charges**
	12	.2		FNT statement of computation of ratio of earnings to fixed charges**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).**
	23	.3		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 8.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).**
	25	.1		Statement of Eligibility of           under the Trust Indenture Act of 1939, as trustee under the FNT indenture.*
	99	.1		Form of Letter of Transmittal and Consent.**
	99	.2		Form of Letter to Depository Trust Company Participants.**
	99	.3		Form of Letter to Beneficial Owners.**

*	To be filed by amendment
**	Filed herewith
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 27, 2005

†	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on August 17, 2005

                                                                     Exhibit 1.1

                DEALER-MANAGER AND SOLICITATION AGENT AGREEMENT

                       FIDELITY NATIONAL TITLE GROUP, INC.

                                                               November __, 2005


LEHMAN BROTHERS INC.
745 Seventh Avenue - Floor 5
New York, New York  10019

Dear Ladies and Gentlemen:

                1. THE EXCHANGE OFFER AND CONSENT SOLICITATION. Fidelity
National Title Group, Inc., a Delaware corporation (the "COMPANY"), intends to
make an exchange offer (together with any amendments and extensions thereof, the
"EXCHANGE OFFER") for the outstanding 7.30% Notes due 2011 and 5.25% Notes due
2013 (collectively, the "NOTES") of Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), and to engage in a related solicitation (together
with any amendments and extensions thereof, the "SOLICITATION") of consents (the
"CONSENTS") of the holders of the Notes (the "HOLDERS") to certain amendments to
the Indenture dated as of August 20, 2001 between FNF and The Bank of New York,
as trustee (the "TRUSTEE"), relating to the Notes, as amended and supplemented
through the date hereof (the "INDENTURE"), in each case, on the terms and
subject to the conditions set forth in the forms of Prospectus and Consent
Solicitation Statement and related Letter of Transmittal and Consent attached
hereto as Exhibits A and B respectively. Such Prospectus and Consent
Solicitation Statement, (i) including (A) any documents incorporated by
reference therein and (B) any exhibits or annexes thereto and (ii) the Letter of
Transmittal and Consent, as the same may be amended or supplemented from time to
time, are referred to herein as the "OFFER TO EXCHANGE" (or sometimes as the
"PROSPECTUS") and "LETTER OF TRANSMITTAL" respectively. In exchange for tendered
Notes, the Company will issue its newly issued notes (the "NEW NOTES") with the
same principal amounts, interest rates, redemption terms and payment and
maturity dates as the tendered Notes. The New Notes will provide for accrued
interest from the last date for which interest was paid on the Notes. The New
Notes will be issued under a new indenture (the "NEW INDENTURE") between the
Company and the Trustee which will be substantially the same as the Indenture.
The Offer to Exchange, the Letter of Transmittal, all statements and other
documents filed or to be filed (including the Registration Statement, as
hereinafter defined) with any federal, state or local governmental or regulatory
agency or authority and such other documents (including, but not limited to, any
advertisements, press releases or summaries relating to the Exchange Offer
and/or Solicitation and any forms of letters to brokers, dealers, banks, trust
companies and other nominees relating to the Exchange Offer and/or the
Solicitation) as the Company may authorize for use in connection with the
Exchange Offer and/or the Solicitation during the term of this Agreement, as
amended or supplemented from time to time, are collectively referred to as the
"EXCHANGE OFFER AND SOLICITATION MATERIALS".

                2. APPOINTMENT AS DEALER-MANAGER. The Company hereby appoints
Lehman Brothers Inc. ("LEHMAN BROTHERS") as sole dealer-manager in connection
with the Exchange Offer and as sole solicitation agent in connection with the
Solicitation (in such capacities, the "DEALER-MANAGER"), and the Company hereby
authorizes Lehman Brothers to act as such in connection with the Exchange Offer
and Solicitation. On the basis of the representations and warranties and
agreements of the Company contained in this Agreement and





subject to and in accordance with the terms and conditions hereof, Lehman
Brothers agrees in accordance with its customary practice to use its reasonable
best efforts to solicit tenders of Notes and delivery of Consents pursuant to
the Exchange Offer and Solicitation, respectively, and to communicate with
brokers, dealers, banks, trust companies, nominees and other persons with
respect to the Exchange Offer and Solicitation.

                3. NO LIABILITY FOR ACTS OF BROKERS, DEALERS, BANKS, TRUST
COMPANIES, NOMINEES AND OTHERS. Lehman Brothers shall not be subject to any
loss, claim, damage, liability or expense owed to the Company or any of the
Company's affiliates or subsidiaries for any act or omission on the part of any
broker or dealer in securities (other than Lehman Brothers), bank, trust
company, nominee or any other person, and Lehman Brothers shall not be liable
for its own acts or omissions in performing its obligations as Dealer-Manager
except for any losses, claims, damages, liabilities and expenses determined in a
final judgment by a court of competent jurisdiction to have resulted directly
from any such acts or omissions undertaken or omitted to be taken by Lehman
Brothers through its bad faith, gross negligence or willful misconduct. In
soliciting or obtaining tenders of Notes and deliveries of Consents, the Company
hereby acknowledges that Lehman Brothers, as Dealer-Manager, is acting as
independent contractor and shall not be deemed to be acting as the agent of the
Company or as the agent of any broker, dealer, bank, trust company, nominee or
other person. In soliciting tenders and delivering consents, no broker, dealer,
bank, trust company, nominee or other person shall be deemed to be acting as the
agent of Lehman Brothers, the Company or any of the Company's affiliates or
subsidiaries.

                4. THE EXCHANGE OFFER AND SOLICITATION MATERIALS; COMMENCEMENT;
WITHDRAWAL.

                (a) The Company hereby (i) agrees to furnish Lehman Brothers
with as many copies as Lehman Brothers may reasonably request of the final forms
of the Exchange Offer and Solicitation Materials and, upon its request, any
other documents filed or to be filed by the Company with any federal, state or
local governmental or regulatory agency or authority, any stock exchange or any
court, (ii) authorizes Lehman Brothers to use copies of the Exchange Offer and
Solicitation Materials in connection with the Exchange Offer and Solicitation
and (iii) acknowledges that the Exchange Offer and Solicitation Materials have
been, or will be, prepared and approved by the Company and are the Company's
sole responsibility with respect to their accuracy and completeness. Lehman
Brothers hereby agrees that it will not disseminate any written materials in
connection with the Exchange Offer and Solicitation other than the Exchange
Offer and Solicitation Materials, information consistent with the Exchange Offer
and Solicitation Materials or information otherwise authorized by the Company.

                (b) The Company hereby represents and warrants that it will use
its reasonable best efforts to commence the Exchange Offer and Solicitation as
soon as practicable by publicly announcing its commencement and by distributing,
mailing, or causing to be mailed on its behalf, copies of the Exchange Offer and
Solicitation Materials (excluding the documents incorporated by reference in the
Exchange Offer and Solicitation Materials) to the Holders for delivery, where
necessary to the beneficial holders of the Notes (the date of such announcement
and of the commencement of such distribution, the "COMMENCEMENT DATE").

                (c) The Company hereby represents and agrees that no
solicitation material in addition to the Exchange Offer and Solicitation
Materials, each of which shall be in the form



                                       2


which has been approved by Lehman Brothers, will be used in connection with the
Exchange Offer and Solicitation or filed with any federal, state or local
governmental or regulatory agency or authority, including the Securities and
Exchange Commission (the "COMMISSION"), by or on behalf of the Company without
Lehman Brothers' prior approval, which approval will not be unreasonably
withheld or delayed. In the event that (i) the Company uses or permits the use
of any such solicitation material in connection with the Exchange Offer or the
Solicitation or files any such solicitation material with any such federal,
state or local governmental or regulatory agency or authority without Lehman
Brothers' prior approval or (ii) if at any time Lehman Brothers shall determine
that any condition set forth in Section 9 shall not be satisfied, then Lehman
Brothers (A) shall have a reasonable period of time after discovering or being
informed of such event to elect whether to continue to act as Dealer-Manager and
shall be entitled to withdraw as Dealer-Manager in connection with the Exchange
Offer and Solicitation without any liability or penalty to Lehman Brothers or
any other person defined in Section 11 as an "Indemnified Person," (B) shall be
entitled promptly to receive the payment of all expenses payable to it under
Section 6 of this Agreement which have accrued to the date of such withdrawal
and (C) shall continue to be entitled to the indemnification and contribution
provisions contained in Section 11. If Lehman Brothers withdraws as Dealer
Manager as set forth in the prior sentence, any fees that would have otherwise
become due pursuant to Section 5 upon the acceptance by the Company for exchange
of Notes tendered pursuant to the Exchange Offer had Lehman Brothers not
withdrawn shall not be payable to Lehman Brothers even if such acceptance
occurs.

                5. COMPENSATION.

        The Company hereby agrees to pay Lehman Brothers as compensation for its
services as Dealer-Manager, upon the acceptance by the Company for exchange of
Notes tendered pursuant to the Exchange Offer, provided that at least a majority
of each of the two series of the Notes are tendered and not withdrawn pursuant
to the Exchange Offer, a fee equal to $1 million. If the foregoing condition is
met, then the fee set forth in this Section shall be payable within three
business days of the completion of the Exchange Offer and Solicitation.

                6. REIMBURSEMENT OF EXPENSES AND PAYMENT OF OTHER COSTS. The
Company hereby agrees (a) to reimburse Lehman Brothers in connection with its
services as Dealer-Manager for any expenses incurred by Lehman Brothers in
connection with the preparation, printing, filing, mailing and publishing of the
Exchange Offer and Solicitation Materials and for all out-of-pocket expenses
incurred by Lehman Brothers as Dealer-Manager, including, without limitation,
the fees and disbursements of Lehman Brothers' legal counsel, Sullivan &
Cromwell LLP (as to the fees and expenses of such counsel, up to a maximum of
$100,000), (b) to pay all fees and expenses of the Information Agent (as defined
below), in connection with the Exchange Offer and Solicitation, (c) to pay any
fees payable to brokers, dealers, banks, trust companies and nominees as
reimbursement for their customary mailing and handling expenses incurred in
forwarding the Exchange Offer and Solicitation Materials to their customers, if
any, and (d) to pay any advertising and public relations charges pertaining to
the Exchange Offer and Solicitation and the related transactions. The Company
shall promptly reimburse Lehman Brothers for all amounts owing under this
Section after such expenses have been paid or have accrued and an invoice
therefor has been sent by Lehman Brothers to the Company, which may be sent from
time to time as such expenses are paid or accrued, whether or not the Exchange
Offer and Solicitation is consummated and in addition to the amounts owing to
Lehman Brothers under the preceding Section.



                                       3


                7. THE INFORMATION AGENT; NOTEHOLDER LISTS.

                (a) The Company has arranged for D.F. King & Co., Inc. to serve
as information and exchange agent in connection with the Exchange Offer and
Solicitation (collectively in such capacities, the "INFORMATION AGENT") and to
perform services in connection with the Exchange Offer and Solicitation that are
customary for an information and exchange agent.

                (b) The Company will provide, or will cause the Information
Agent, as applicable, to provide, Lehman Brothers with the security listing
position (or other cards or lists) containing the names and addresses of, and
the aggregate principal amount of Notes held by, the Holders as of a recent date
and will use its reasonable best efforts to cause Lehman Brothers to be advised,
from time to time as Lehman Brothers may request, during the period of the
Exchange Offer and Solicitation as to any transfers of record of Notes. In
addition, the Company hereby authorizes Lehman Brothers to communicate with the
Trustee and the Information Agent with respect to matters relating to the
Exchange Offer and Solicitation and the Company will advise, or will cause such
persons to advise, Lehman Brothers daily as to such matters as Lehman Brothers
may reasonably request, including the aggregate principal amount of Notes that
have been tendered and for which Consents have been delivered pursuant to the
Exchange Offer and Solicitation, respectively.

                8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In addition to
the other representations and warranties made by the Company contained in this
Agreement, the Company represents and warrants to Lehman Brothers, and agrees
with Lehman Brothers, that:

                (a) Each of the Company and FNF is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation.

                (b) Each of the Company and FNF (to the extent applicable to it)
has all necessary corporate power and authority to execute and deliver and
perform this Agreement, to make and consummate the Exchange Offer and
Solicitation, including, but not limited to, by exchanging the Notes and issuing
the New Notes in consideration thereof, and by effecting (in the case of FNF)
the proposed amendments to the Indenture as set forth in the Offer to Exchange
by executing and delivering a supplemental indenture between FNF and the Trustee
supplementing the Indenture (the "SUPPLEMENTAL INDENTURE") pursuant to the
Exchange Offer and Solicitation Materials, and to consummate the other
transactions contemplated by this Agreement and by the Offer to Exchange and the
other Exchange Offer and Solicitation Materials (collectively, the
"TRANSACTIONS"); and all necessary corporate action has been duly taken by the
Company and FNF to authorize the making, execution, delivery, performance and
consummation, as the case may be, of the Transactions.

                (c) This Agreement has been duly authorized, executed and
delivered by the Company.

                (d) The registration statement on Form S-4 (File No. 333-_____)
(the "REGISTRATION STATEMENT") with respect to the New Notes (i) has been
prepared by the Company in conformity with the requirements of the Securities
Act of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations
(the "RULES AND REGULATIONS") of the Commission thereunder, (ii) has been filed
with the Commission under the Securities Act, (iii) has become effective under
the Securities Act and is not proposed to be amended and (iv) is not subject to



                                       4


any stop order under the Securities Act suspending the effectiveness of such
registration statement or any Rule 462(b) registration statement relating
thereto, and no proceedings for that purpose have been instituted or are pending
or, to the knowledge of the Company, are contemplated by the Commission. If any
post-effective amendment to such registration statement has been filed with the
Commission prior to the execution and delivery of this Agreement, the most
recent such amendment has been declared effective by the Commission. Copies of
such registration statement as amended to date have been delivered by the
Company to Lehman Brothers. The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus will when they become effective or are first used to
effectuate the Transactions, as the case may be, conform as to form in all
material respects to the requirements of the Securities Act and the Rules and
Regulations. The Registration Statement and any amendment thereto does not and
will not, as of the applicable effective date, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) the Prospectus
and any amendment or supplement thereto will not, as of the first date of its
use to effectuate the Transactions, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading and (iii) the Exchange Offer and
Solicitation Materials (including any documents incorporated therein by
reference) do not and will not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that no representation is made with respect to
statements contained in any of the foregoing based on information furnished in
writing by or on behalf of Lehman Brothers for use therein (the "SUPPLIED
INFORMATION").

                (e) The documents incorporated by reference in the Exchange
Offer and Solicitation Materials, as of each of their respective filing dates,
complied as to form in all material respects with the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder
(collectively the "EXCHANGE ACT"), and did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                (f) The execution, delivery, performance, making and
consummation, as the case may be, of the Transactions will comply in all
material respects with all applicable requirements of law, including the
Exchange Act and any applicable rules or regulations of any governmental or
regulatory agency or authority, including, without limitation those of the
Commission (but not including state securities or state insurance securities
laws, as to which no representation is made).

                (g) The execution, delivery, performance, making and
consummation, as the case may be, of the Transactions will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default (or an event which, with or without notice or lapse of
time, or both, as the case may be, would constitute a default) under, (i) the
certificate of incorporation or by-laws of the Company or FNF, (ii) any material
loan or credit agreement, indenture (provided the requisite Consents are
executed with respect to the proposed amendments to the Indenture), mortgage,
note, deed of trust or other material agreement or instrument of the Company or
FNF or any of their respective affiliates or subsidiaries, (iii) any



                                       5


judgment, order, decree, law, statute, rule or regulation of any court,
governmental or regulatory agency or authority to which the Company or FNF or
any of their respective affiliates or subsidiaries is a party or by which the
Company or FNF or any of their respective affiliates or subsidiaries or assets
or properties is bound or (iv) result in the creation or imposition of any lien,
charge, claim or encumbrance on any material asset or property of the Company or
FNF or any of their respective affiliates or subsidiaries, which in any case
described above (except with reference to the result of a violation of, or a
default under, the restated certificate of incorporation or bylaws of the
Company or FNF), would be material to the Company or FNF and their respective
subsidiaries taken as a whole.

                (h) No material consent, authorization, approval or filing with,
exemption, registration, qualification or other action with any federal, state
or local governmental or regulatory agency or authority is required in
connection with the execution, delivery, performance, making and consummation,
as the case may be, of the Transactions other than those which have been made or
obtained, as applicable, as set forth in the Offer to Exchange.

                (i) There are no actions, lawsuits, claims or governmental or
administrative proceedings pending (including any stop order, restraining order
or denial of an application for approval), or to the knowledge of the Company
after due inquiry, threatened against the Company or FNF or any of their
respective affiliates or subsidiaries which would, if adversely determined,
materially affect or impair the execution, delivery, performance, making or
consummation, as the case may be, of the Transactions.

                (j) The Company has, or has arranged for the borrowing of,
sufficient funds (and authority to use such funds under applicable law), which,
together with funds presently available or committed to it, will enable the
Company to pay, and the Company hereby agrees that the Company will pay
promptly, in accordance with the terms and subject to the conditions of the
Exchange Offer and Solicitation as set forth in the Exchange Offer and
Solicitation Materials and this Agreement, all fees and expenses related to the
Exchange Offer and Solicitation, including, but not limited to, fees and
expenses payable hereunder.

                (k) The New Indenture has been duly authorized, executed and
delivered by the Company and, assuming that the New Indenture is the valid and
legally binding obligation of the Trustee, constitutes a valid and legally
binding obligation of the Company, enforceable against the Company in accordance
with its terms except as that enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws of general applicability now or hereafter in effect relating to or
affecting the enforcement of creditors' rights, (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding in
equity or at law) and (iii) an implied covenant of good faith and fair dealing.
The Notes have been duly and validly authorized by the Company for issuance upon
consummation of the Exchange Offer and, when executed by the Company and
authenticated by the Trustee in accordance with the New Indenture and delivered
upon consummation of the Exchange Offer, will have been validly issued and
delivered, free of any preemptive or similar rights to subscribe to or purchase
the same arising by operation of law or under the charter or by-laws of the
Company or otherwise, and will constitute valid and binding obligations of the
Company entitled to the benefits of the New Indenture and enforceable in
accordance with their terms, except as enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws of general applicability now or hereafter in effect relating to or
affecting the enforcement of creditors'



                                       6


rights, (ii) general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law), and (iii) an implied
covenant of good faith and fair dealing, and the New Notes conform, or will
conform, to the description thereof in the Registration Statement and the
Prospectus.

                (l) The Indenture has been duly authorized, executed and
delivered by FNF and, assuming that the Indenture is the valid and legally
binding obligation of the Trustee, constitutes a valid and legally binding
obligation of FNF, enforceable against FNF in accordance with its terms except
as that enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws of general
applicability now or hereafter in effect relating to or affecting the
enforcement of creditors' rights, (ii) general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law) and
(iii) an implied covenant of good faith and fair dealing. The Supplemental
Indenture has been duly authorized and, promptly following the receipt of the
requisite Consents, will be duly executed and delivered by FNF and, assuming
that the Supplemental Indenture will be a valid and legal binding obligation of
the Trustee, will constitute a valid and binding obligation of FNF, enforceable
against FNF in accordance with its terms except as that enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability now or hereafter in
effect relating to or affecting the enforcement of creditors' rights, (ii)
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law) and (iii) an implied covenant of good faith
and fair dealing.

                (m) The New Indenture, the Indenture and the Supplemental
Indenture conform to the descriptions thereof contained in the Offer to Exchange
and comply in all material respects with the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "TRUST INDENTURE ACT").

                (n) KPMG LLP, whose reports are included or incorporated by
reference in the Prospectus, are independent certified public accountants with
respect to FNF and its subsidiaries, and the Company and its subsidiaries, as
required by the Securities Act and the Rules and Regulations. The financial
statements (including the related notes and supporting schedules) included or
incorporated by reference in the Registration Statement and the Prospectus
present fairly in all material respects the financial condition, results of
operations and cash flows of the entities purported to be shown thereby at the
dates and for the periods indicated and have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods indicated and conform in all material respects with the
Rules and Regulations, except as otherwise noted therein; and the supporting
schedules included or incorporated by reference in the Registration Statement
present fairly in all materials respects the information required to be stated
therein.

                (o) Each of the Company and each of its "SIGNIFICANT
SUBSIDIARIES" (as defined in Regulation S-X, section 1.02(w)) has been duly
organized or formed and is validly existing in good standing under the laws of
the jurisdiction of its organization or formation, with full corporate power and
authority to own, lease and operate its properties and conduct its business and,
in the case of the Company, to enter into and perform its obligations under this
Agreement and the New Indenture; and each of the Company and each of its
Subsidiaries holds all licenses and is duly registered and qualified to do
business and is in good standing in each jurisdiction in which the character of
the business conducted by it or the location of the



                                       7


properties owned, leased or operated by it makes such licensure, registration or
qualification necessary, except where the failure to be so licensed, registered
or qualified would not, individually or in the aggregate, have a material
adverse effect on the condition (financial or other), results of operations,
business or prospects of the Company and its subsidiaries taken as a whole.

                (p) All of the outstanding shares of capital stock of each
Significant Subsidiary of the Company that is a corporation have been duly
authorized and validly issued and are fully paid and nonassessable. Except as
disclosed in the Prospectus, all of the outstanding shares of capital stock,
partnership interests or other ownership interests of each Significant
Subsidiary of the Company are owned directly or indirectly by the Company, free
and clear of any material claim, lien, encumbrance, security interest,
restriction upon voting or transfer, preemptive rights or any other claim of any
third party, except such as are described in the Prospectus.

                (q) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse change in,
or adverse development which, individually or in the aggregate, materially
affects or will materially affect, the condition (financial or other), results
of operations or business of the Company and its subsidiaries taken as a whole
from the respective dates as of which information is given in the Prospectus.

                (r) The New Notes will be pari passu with all existing and
future unsecured and unsubordinated indebtedness of the Company.

                (s) Except as disclosed in the Prospectus, all reinsurance
treaties, reinsurance contracts and reinsurance agreements to which the Company
or any of its subsidiaries is a party are in full force and effect, and none of
the Company or any of its subsidiaries is in violation of, or in default in the
performance, observance or fulfillment of, any obligation, agreement, covenant
or condition contained therein, except where the failure to be in full force and
effect and except where any such violation or default would not, singly or in
the aggregate, have a material adverse effect on the condition (financial or
other), results of operations, business or prospects of the Company and its
subsidiaries taken as a whole. None of the Company or any of its subsidiaries
has received any notice from any of the other parties to such treaties,
contracts or agreements which are material to its business that such other party
intends not to perform in any material respect such treaty, contract or
agreement, and the Company and its subsidiaries have no reason to believe that
any of the parties to such treaties, contracts or agreements will be unable to
perform such treaty, contract, agreement or arrangement; in each case, except
where such non-performance would not, singly or in the aggregate, have a
material adverse effect on the condition (financial or other), results of
operations, business or prospects of the Company and its subsidiaries taken as a
whole.

                (t) Except as disclosed in the Prospectus, none of the Company
or any of its subsidiaries has made any material changes in their insurance
reserving practices during the last two years.

                (u) Each of the Company and each of its subsidiaries (i) holds
such permits, licenses, consents, exemptions, franchises, authorizations and
other approvals from insurance departments and other governmental or regulatory
authorities (each, an "AUTHORIZATION") (including, without limitation, insurance
licenses from the insurance regulatory agencies of the



                                       8


various states or other jurisdictions where it conducts business (the "INSURANCE
Licenses")), and has made all filings with and notices to, all governmental or
regulatory authorities and self-regulatory organizations and all courts and
other tribunals, as are necessary to own, lease, license and operate its
respective properties and to conduct its business, and (ii) to the knowledge of
the Company, has fulfilled and performed all material obligations necessary to
maintain such Authorizations and Insurance Licenses; in each case, except where
the failure to hold or maintain any such Authorizations or Insurance Licenses or
to make any such filing or notice would not, singly or in the aggregate, have a
material adverse effect on the condition (financial or other), results of
operations or business of the Company and its subsidiaries taken as a whole.

                (v) Neither the Company nor any of its subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended (the "1940 ACT"), or is subject to regulation as an "investment
company" under the 1940 Act.

                9. CONDITIONS TO THE DEALER-MANAGER'S OBLIGATIONS. Lehman
Brothers' obligation to act as Dealer-Manager shall at all times be subject to
the performance by the Company in all material respects of its obligations
herein and to the following additional conditions

                (a) At all times from the Commencement Date to and including the
date on which the Company makes issuance of New Notes for validly tendered Notes
that it has accepted in accordance with the terms of the Exchange Offer (the
"EXCHANGE DATE"), the Company's representations and warranties contained herein
shall be true and correct in all material respects and the Company shall have
performed in all material respects all of the agreements contained in this
Agreement and as set forth in the Exchange Offer and Solicitation Materials
theretofore required by it to have been performed; and Lehman Brothers shall
have received certificates to that effect, dated each of the Commencement Date
and the Exchange Date, signed by the Chief Executive Officer or the Chief
Financial Officer of the Company. The Company acknowledges that Lehman Brothers'
agreement to act, or to continue to act, as Dealer-Manager at a time when it
knows or should know that any such representation, warranty and agreement is or
may be untrue or incorrect or not performed, as the case may be, in a material
respect shall be without prejudice to its right subsequently to cease so to act
by reason of such untruth, incorrectness or nonperformance, as the case may be.

                (b) No stop order or restraining order shall have been issued
and no action, lawsuit, claim or governmental or administrative proceeding shall
have been commenced or, to the Company's knowledge, threatened with respect to
the Exchange Offer or Solicitation or the other Transactions before any court,
agency or other governmental regulatory body of any jurisdiction that Lehman
Brothers, in good faith after consultation with counsel, believes renders it
inadvisable for Lehman Brothers to continue to act hereunder as Dealer-Manager.

                (c) The Company will furnish to Lehman Brothers on the date
hereof and on the Exchange Date opinions of LeBoeuf, Lamb, Greene & MacRae LLP
and of Todd Johnson, Esq., counsel to the Company, addressed to Lehman Brothers,
covering the matters previously agreed.

                (d) On the date hereof and the Exchange Date Lehman Brothers
shall have received letters from KPMG LLP, dated respectively the date hereof
and the Exchange Date and addressed to Lehman Brothers, confirming that they are
independent certified public accountants



                                       9


within the meaning of the Securities Act and the applicable published Rules and
Regulations, and stating, as of the date of such letter (or, with respect to
matters involving changes or developments since the respective dates as of which
specified financial information is given or incorporated in the Prospectus as of
a date not more than five days prior to the date of such letter), the
conclusions and findings of such firm with respect to the financial information
and other matters covered by its letter delivered to you concurrently with the
execution of this Agreement, and, with respect to the letter delivered on the
Exchange Date, confirming the conclusions and findings set forth in such prior
letter.

                (e) At the date hereof and the Exchange Date, the Company's
senior debt shall have a rating of at least Baa3 by Moody's Investors Services,
Inc. and BBB- by Standard & Poor's Rating Services. Since the date hereof, there
shall not have occurred any downgrading with respect to any debt securities of
the Company or any of its subsidiaries by any "nationally recognized statistical
rating organization" as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Securities Act or any public announcement that any such
organization has under surveillance or review its rating of any such debt
securities (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading of such rating).

                (f) All opinions, letters and certificates required to be
delivered pursuant to the terms hereof shall be in a form and substance
reasonably satisfactory to counsel for Lehman Brothers.

                10. ADDITIONAL AGREEMENTS. In addition to the other agreements
of the Company contained elsewhere in this Agreement, the Company hereby agrees
and acknowledges, as applicable, that:

                (a) It will advise Lehman Brothers promptly of any of the
following: (i) the occurrence of any event which may cause the Company to
withdraw, terminate or cancel the Exchange Offer and Solicitation or would
permit the Company to exercise any right not to exchange Notes validly tendered
in the Exchange Offer and Solicitation, (ii) the occurrence of any event or the
discovery of any fact, the occurrence or existence of which it believes would
require the making of any material change in the Exchange Offer and Solicitation
Materials then being used or would cause any representation or warranty
contained in this Agreement to be untrue or inaccurate in any material respect,
(iii) any proposal or requirement to amend or supplement the Exchange Offer and
Solicitation Materials or to make any other filing pursuant to any applicable
law, regulation or other rule, (iv) the issuance by the Commission or any other
governmental or regulatory agency or authority of any comment or order
concerning the Exchange Offer and Solicitation, (v) any material development in
connection with the Exchange Offer and Solicitation or the other transactions
contemplated by the Offer to Exchange or (vi) any other information relating to
the Exchange Offer and Solicitation which Lehman Brothers may from time to time
reasonably request.

                (b) In the event that the Company is required, or considers it
advisable, to amend or supplement the Exchange Offer and Solicitation Materials
or make any additional filings with any governmental or regulatory agency or
authority, then it shall not make such amendment or supplement or filing without
Lehman Brothers' prior approval, which shall not be unreasonably withheld.



                                       10


                (c) It will file and disseminate, as required, any necessary
amendments or supplements to the Exchange Offer and Solicitation Materials and
other documents that are filed with any governmental or regulatory agency or
authority relating to the Exchange Offer and Solicitation, and, if there is any
such filing, it will promptly furnish to Lehman Brothers an accurate and
complete copy of each such amendment or supplement upon the filing thereof.

                (d) It will comply with the Securities Act and Exchange Act
relating to the Exchange Offer and Solicitation in the future, to the extent
applicable.

                (e) It will perform the agreements and obligations it has that
are set forth in or contemplated by the Exchange Offer and Solicitation
Materials, including, but not limited to, accepting for exchange Notes that have
been validly tendered and not withdrawn in accordance with and subject to the
terms and conditions of the Exchange Offer, duly executing and delivering to the
Trustee the New Indenture and furnishing the Trustee any officers' certificates
or other documents required or reasonably requested by the Trustee in connection
with the execution and delivery of the New Indenture by the Trustee, and issuing
the New Notes, pursuant to the New Indenture, in exchange for such Notes that
have been duly tendered for exchange.

                (f) The Dealer-Manager, with the prior written consent of the
Company, which consent shall not be unreasonably withheld, and at the
Dealer-Manager's expense, may place an announcement in any newspapers and
periodicals as it may choose, stating that Lehman Brothers is acting as
Dealer-Manager in connection with the Exchange Offer and Solicitation.

                (g) In performing the services contemplated by this Agreement,
Lehman Brothers will be relying on the information furnished by the Company and
its officers, attorneys and other agents and information available from
generally recognized public sources without independent verification.

                11. INDEMNIFICATION AND CONTRIBUTION.

                (a) The Company hereby agrees to hold harmless and indemnify
Lehman Brothers and its affiliates and any officer, director, employee or agent
of Lehman Brothers or any such affiliates and any person controlling (within the
meaning of Section 20(a) of the Exchange Act) Lehman Brothers or any such
affiliates (collectively, the "INDEMNIFIED PERSONS") from and against any loss,
claim, damage, liability and expense whatsoever (as incurred or suffered, and
including, but not limited to, any and all reasonable legal or other expenses
incurred in connection with investigating, preparing to defend or defending any
lawsuit, claim or other proceeding, commenced or threatened, whether or not
resulting in any liability, which reasonable legal or other expenses shall be
reimbursed by the Company, promptly after receipt of any invoices therefor from
Lehman Brothers or such other Indemnified Person), (i) arising out of or based
upon (a) any untrue statement or alleged untrue statement of a material fact
contained in the Exchange Offer and Solicitation Materials or in any other
solicitation material used by the Company or authorized by it for use in
connection with the Exchange Offer or Solicitation, or arising out of or based
upon the omission or alleged omission to state in any such document a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (other than statements or omissions made in reliance upon and in
conformity with the Supplied Information), (b) any withdrawal, termination or
cancellation by the Company of, or failure by the Company to make



                                       11


or consummate, the Exchange Offer or Solicitation, (c) any actions taken or
omitted to be taken by an Indemnified Person pursuant to this Agreement or with
the consent of the Company or in conformity with actions taken or omitted to be
taken by the Company or (d) any breach by the Company of any representation or
warranty, or any failure by the Company to comply with any agreement contained
in this Agreement or (ii) arising out of, relating to or in connection with or
alleged to arise out of, relate to or be in connection with the Exchange Offer
or Solicitation, any of the other Transactions or the performance of Lehman
Brothers' services as Dealer-Manager. However, the Company will not be obligated
to indemnify an Indemnified Person for any loss, claim, damage, liability or
expense pursuant to clause (i)(b), (i)(c) or (ii) of the preceding sentence,
which has been determined in a final judgment by a court of competent
jurisdiction to have resulted directly from the bad faith, willful misconduct or
gross negligence on the part of such Indemnified Person. The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have
to the Indemnified Person or to any director, officer, employee or controlling
person of the Indemnified Person.

                (b) If any lawsuit, claim or proceeding is brought against any
Indemnified Person in respect of which indemnification may be sought against the
Company pursuant to this Section 11, such Indemnified Person shall promptly
notify the Company in writing of the commencement of such lawsuit, claim or
proceeding after receipt by such Indemnified Person of notice of such lawsuit,
claim or proceeding; provided, however, that the failure to so notify the
Company shall not relieve the Company from any obligation or liability which it
may have under this Section 11 except to the extent that it has been prejudiced
in any material respect by such failure and in any event shall not relieve the
Company from any other obligation or liability which it may have to such
Indemnified Person otherwise than under this Section 11. In case any such
lawsuit, claim or proceeding shall be brought against any Indemnified Person and
such Indemnified Person shall notify the Company in writing of the commencement
of such lawsuit, claim or proceeding, the Company shall be entitled to
participate in such lawsuit, claim or proceeding, and, after written notice from
the Company to such Indemnified Person, to assume the defense of such lawsuit,
claim or proceeding with counsel of its choice at its expense; provided,
however, that such counsel shall be satisfactory to the Indemnified Person in
the exercise of its reasonable judgment. Notwithstanding the election of the
Company to assume the defense of such lawsuit, claim or proceeding, such
Indemnified Person shall have the right to employ separate counsel and to
participate in the defense of such lawsuit, claim or proceeding, and the Company
shall bear the fees, costs and expenses of such separate counsel (and shall pay
such fees, costs and expenses promptly after receipt of any invoice therefor
from Lehman Brothers) (provided that with respect to any single lawsuit, claim
or proceeding or with respect to several lawsuits, claims or proceedings
involving substantially similar legal claims, the Company shall not be required
to bear the fees, costs and expenses of more than one such counsel in addition
to any local counsel) if (i) the use of counsel chosen by the Company to
represent such Indemnified Person would present such counsel with a conflict of
interest; (ii) the defendants in, or targets of, any such lawsuit, claim or
proceeding include both an Indemnified Person and the Company, and such
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it or to other Indemnified Persons which are different
from or in addition to those available to the Company (in which case the Company
shall not have the right to direct the defense of such action on behalf of the
Indemnified Person); (iii) the Company shall not have employed counsel
satisfactory to such Indemnified Person, in the exercise of such Indemnified
Person's reasonable judgment, to represent such Indemnified Person within a
reasonable time after notice of the institution of any such lawsuit, claim or
proceeding; or (iv) the Company shall authorize such Indemnified Person to
employ separate counsel at the expense of the Company.



                                       12


The foregoing indemnification commitments shall apply whether or not the
Indemnified Person is a formal party to any such lawsuit, claim or proceeding.
The Company shall not be liable for any settlement of any lawsuit, claim or
proceeding effected without its consent (which consent will not be unreasonably
withheld), but if settled with such consent, or if there be a final judgment of
the plaintiff in any such action, the Company agrees, subject to the provisions
of this Section 11, to indemnify the Indemnified Person from and against any
loss, damage or liability by reason of such settlement or final judgment, as the
case may be. The Company agrees to notify Lehman Brothers promptly, or cause
Lehman Brothers to be notified promptly, of the assertion of any lawsuit, claim
or proceeding against the Company, any of its officers or directors or any
person who controls any of the foregoing within the meaning of Section 20(a) of
the Exchange Act, arising out of or relating to the Exchange Offer and
Solicitation. The Company further agrees that any settlement of a lawsuit, claim
or proceeding against it arising out of or relating to the Exchange Offer or
Solicitation or the consent to the entry of any judgment with respect to any
pending or threatened lawsuit, claim or proceeding in respect of which
indemnification or contribution may be sought under this Agreement (whether or
not the Indemnified Person is an actual or potential party to such claim or
action) shall include an explicit and unconditional release from the parties
bringing such lawsuit, claim or proceeding of all Indemnified Persons who are or
could have been a party to such lawsuit, claim or proceeding if such Indemnified
Persons could have sought indemnification hereunder, which release shall be
satisfactory to Lehman Brothers.

                (c) The Company, on the one hand, and Lehman Brothers, on the
other hand, agree that if any indemnification sought by any Indemnified Person
pursuant to this Section 11 is unavailable or is insufficient for any reason,
other than a reason specified in the second sentence of this Section 11, then
(whether or not Lehman Brothers is the Indemnified Person) the Company, on the
one hand, and Lehman Brothers, on the other hand, shall contribute to the
losses, claims, damages, liabilities and expenses for which such indemnification
is held unavailable (i) in such proportion as is appropriate to reflect the
relative benefits to the Company, on one hand, and Lehman Brothers, on the other
hand, in connection with the matter giving rise to such losses, claims, damages,
liabilities and expenses, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in the
foregoing clause (i) but also the relative faults of the Company, on the one
hand, and Lehman Brothers, on the other, in connection with the matter giving
rise to such losses, claims, damages, liabilities and expenses, and other
equitable considerations, subject to the limitation that in any event Lehman
Brothers' aggregate contribution to all losses, claims, damages, liabilities and
expenses with respect to which contribution is available hereunder shall not
exceed the amount of fees actually received by Lehman Brothers pursuant to this
Agreement. It is hereby agreed by the parties hereto that the relative benefits
to the Company, on the one hand, and Lehman Brothers, on the other hand, with
respect to the Exchange Offer and Solicitation and the other Transactions shall
be deemed to be in the same proportion as (i) the aggregate value of the
consideration delivered or proposed to be delivered to the beneficial holders of
the Notes by the Company pursuant to the Exchange Offer and Solicitation and the
other Transactions (whether or not the Exchange Offer and Solicitation and the
other Transactions are consummated) bears to (ii) the fees payable to Lehman
Brothers with respect to the Exchange Offer and Solicitation and the other
Transactions pursuant to Section 5. It is further agreed that the relative
faults of the Company, on the one hand, and Lehman Brothers, on the other hand,
(i) in the case of an untrue or alleged untrue statement of a material fact or
an omission or alleged omission to state a material fact, shall be determined by
reference to, among other things, whether such statement or omission relates to



                                       13


information supplied by the Company (including for this purpose its affiliates
and subsidiaries) or by Lehman Brothers and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission and (ii) in the case of any other action or omission,
shall be determined by reference to, among other things, whether such action or
omission was taken or omitted to be taken by the Company (including for this
purpose its affiliates and subsidiaries) or Lehman Brothers and the parties'
relative intent, knowledge, access to information and opportunity to prevent
such action or omission. The amount paid or payable by an Indemnified Person as
a result of the losses, claims, damages, liabilities or expenses referred to in
this Section shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating, preparing to defend or defending any
such action or claim.

                (d) In the event an Indemnified Person appears as a witness in
any action brought by or on behalf of or against the Company (other than an
action brought by the Company against any Indemnified Person or an action
brought by an Indemnified Person against the Company) in which such Indemnified
Person is not named as defendant, the Company agrees to reimburse such
Indemnified Person for all reasonable expenses incurred by it in connection with
such Indemnified Person's appearing and preparing to appear as such a witness,
including, without limitation, the reasonable fees and disbursements of its
legal counsel.

                (e) The Company also agrees that no Indemnified Person shall
have any liability to the Company or any person asserting claims on behalf of or
in right of the Company (including for this purpose its affiliates and
subsidiaries) in connection with this Agreement or Lehman Brothers' acting as
Dealer-Manager hereunder, except for liabilities determined in a final judgment
by a court of competent jurisdiction to have resulted directly from any acts or
omissions undertaken or omitted to be taken by such Indemnified Person through
its or his, as the case may be, bad faith, gross negligence or willful
misconduct.

                (f) The foregoing rights to indemnification and contribution
shall be in addition to any other rights which Lehman Brothers and the other
Indemnified Persons may have against the Company under common law or otherwise.

                12. INDEMNIFICATION, REPRESENTATIONS AND WARRANTIES TO REMAIN
OPERATIVE. The rights to indemnification, contribution and exculpation contained
in Section 11 and the representations, warranties and agreements of the Company
set forth in this Agreement shall survive and remain operative and in full force
and effect regardless of (a) the failure to commence the Exchange Offer and
Solicitation, the consummation of the Exchange Offer and Solicitation, any
withdrawal, termination or cancellation of the Exchange Offer and Solicitation
for any reason whatsoever, the exchange of Notes pursuant to the Exchange Offer
and Solicitation or any withdrawal by Lehman Brothers pursuant to Section 4, (b)
any investigation made by or on behalf of any party hereto or any person
controlling any party hereto within the meaning of Section 20(a) of the Exchange
Act and (c) the completion of Lehman Brothers' services under this Agreement.

                13. TERMINATION. This Agreement shall terminate upon the
earliest to occur of (a) the consummation or the termination, withdrawal or
cancellation of the Exchange Offer and Solicitation by the Company, (b) the
withdrawal by Lehman Brothers as the Dealer-Manager pursuant to Section 4 hereof
and (c) the date that is one year from the date hereof; provided that, Sections
3, 5, 6, 8, 11-22 hereof shall survive the termination of this Agreement.



                                       14


                14. NOTICES. All notices and other communications required or
permitted to be provided under this Agreement shall be in writing and shall be
deemed to have been duly given if (a) delivered personally, (b) sent by
facsimile with immediate telephonic confirmation or (c) sent by registered or
certified mail, return receipt requested, postage prepaid, to the parties hereto
as follows:

                (a)     if to Lehman Brothers:

                        Lehman Brothers Inc.
                        745 Seventh Avenue
                        New York, New York  10019
                        Attention:  Liability Management Group, 5th Floor
                        Facsimile:  (212) 526-1244
                        Telephone:  (212) 528-7581

                with a copy to:

                        Sullivan & Cromwell LLP
                        1888 Century Park East, Suite 2100
                        Los Angeles, California 90067
                        Attention:  Frank H. Golay, Jr.
                        Facsimile:  (310) 712-8800
                        Telephone:  (310) 712-6600

                (b)     if to the Company:

                        Fidelity National Title Group, Inc.
                        601 Riverside Avenue
                        Jacksonville, Florida 32204
                        Attention: General Counsel
                        Facsimile:  (904) 357-1005
                        Telephone:  (904) 854-8100

                with a copy to:

                        LeBoeuf, Lamb, Greene & MacRae LLP
                        125 West 55th Street
                        New York, New York 10019-5389
                        Attention: Robert S. Rachofsky
                        Facsimile:  (212) 424-8500
                        Telephone:  (212) 424-8000


                15. MODIFICATIONS. This Agreement may not be amended or modified
except in writing signed by each of the parties hereto.



                                       15


                16. CONSENT TO JURISDICTION; FORUM SELECTION; APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

                (a) The Company hereby submits to the jurisdiction of the courts
of the State of New York and the courts of the United States of America located
in the State of New York over any suit, action or proceeding with respect to
this Agreement or the transactions contemplated hereby.

                (b) Any action, lawsuit or proceeding with respect to this
Agreement or the transactions contemplated hereby may be brought only in the
courts of the State of New York or the courts of the United States of America
located in the State of New York, in each case, located in the Borough of
Manhattan, City of New York, State of New York. The Company waives any objection
that it may have to the venue of such action, lawsuit or proceeding in any such
court or that such action, lawsuit or proceeding in such court was brought in an
inconvenient court and agrees not to plead or claim the same.

                (c) Each party hereby agrees that service of process by
registered mail to such party at the address set forth above shall be effective
service of process in any such suit, action or proceeding referred to in Section
16(a).

                (d) Any right to trial by jury with respect to any action,
lawsuit, claim or other proceeding arising out of or relating to this Agreement
or the services to be rendered by Lehman Brothers hereunder is expressly and
irrevocably waived.

                17. GOVERNING LAW. The terms of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York,
applicable to contracts made and to be performed therein.

                18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
such counterparts, when so executed and delivered, shall be deemed to be an
original, and all of such counterparts, taken together, shall constitute one and
the same Agreement.

                19. SEVERABILITY. If any term or provision of this Agreement is
deemed or rendered invalid or unenforceable in any jurisdiction, then such term
or provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction, which shall remain in full force and effect.

                20. SUCCESSORS. This Agreement is made solely for the benefit of
Lehman Brothers, the Company and to the extent expressly set forth herein, the
Indemnified Persons and their executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or by virtue of this
Agreement.

                21. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement by and among the parties hereto with respect to the subject matter
thereof and supersedes all prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof.



                                       16


                22. HEADINGS. The headings to sections contained in this
Agreement are included for ease of reference only, and the parties hereto agree
that they are not to be given substantive meaning or otherwise affect each
party's rights and duties hereunder.

                [The rest of this page has been left blank intentionally; the
signature page follows.]



                                       17


                Please indicate Lehman Brothers' willingness to act as
Dealer-Manager and Lehman Brothers' acceptance of the foregoing provisions by
signing in the space provided below for that purpose and returning to us a copy
of this letter so signed, whereupon this letter and Lehman Brothers' acceptance
shall constitute a valid and legally binding agreement between us.



                                        Very truly yours,

                                        FIDELITY NATIONAL TITLE GROUP, INC.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:





Accepted and agreed as of the date first above written:

LEHMAN BROTHERS INC.

By:
   -------------------------------------
       Authorized Representative



                                       18


                                                                       EXHIBIT A


                                OFFER TO EXCHANGE

                                   [Attached]





                                                                       EXHIBIT B


                              LETTER OF TRANSMITTAL

                                   [Attached]

                                                                     Exhibit 4.1



      INDENTURE, dated as of August 20, 2001, between Fidelity National
Financial, Inc., a Delaware corporation (the "Company") and The Bank of New
York, a New York banking corporation (the "Trustee").

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series as herein provided.

      All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 1.1. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
            assigned to them in this Article and include the plural as well as
            the singular;

                  (2) all other terms used herein which are defined in the Trust
            Indenture Act, either directly or by reference therein, have the
            meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
            meanings assigned to them in accordance with GAAP; and

                  (4) the words "herein", "hereof" and "hereunder" and other
            words of similar import refer to this Indenture as a whole and not
            to any particular Article, Section or other subdivision.

      "Act" shall have the meaning set forth in Section 1.4(a).

      "Additional Amounts" means any additional amounts which, pursuant to
Section 3.1(b)(18), are required by the terms of the Securities of any series,
under circumstances specified pursuant to Section 3.1(b)(18), to be paid by the
Company in respect of certain Securities of such series specified pursuant to
Section 3.1(b)(18).

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.





      "Agent" means any Paying Agent or Registrar.

      "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

      "Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

      "Bankruptcy Law" shall have the meaning set forth in Section 5.1.

      "Bearer Security" means any Security issued hereunder which is payable to
bearer.

      "Board" or "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

      "Board Resolution" means a copy of a resolution of the Board of Directors,
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of the certificate, and delivered to the Trustee.

      "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this Indenture such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

      "Company" means the party named as the Company in the first paragraph of
this Indenture until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter means such
successor.

      "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by two Officers, one of whom must
be the Chairman of the Board, the President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller or any Vice President of the
Company.


                                       2



      "Consolidated Net Tangible Assets" means, with respect to the Company as
at any date, the total assets of the Company and its consolidated Subsidiaries
determined in accordance with GAAP as they appear on the most recently prepared
consolidated balance sheet of the Company as of the end of a fiscal quarter,
less (i) all liabilities shown on such consolidated balance sheet that are
classified and accounted for as current liabilities or that otherwise would be
considered current liabilities under GAAP; and (ii) all assets shown on such
consolidated balance sheet that are classified and accounted for as intangible
assets or that otherwise would be considered intangible assets under GAAP,
including, without limitation, franchises, patents and patent applications,
trademarks, brand names and goodwill.

      "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and, for the settlement of transactions, by a central bank or
other public institutions of or within the international banking community, (ii)
the ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the ECU for the purposes for
which it was established.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 101 Barclay Street. 21W, New York,
New York, 10286, Attention: Corporate Trust Administration.

      "Currency" means Dollars or any Foreign Currency.

      "Custodian" shall have the meaning set forth in Section 5.1.

      "Debt" means indebtedness for borrowed money or evidenced by bonds, notes,
debentures or other similar instruments.

      "Default" means any event which is, or after notice or passage of time, or
both, would be, an Event of Default.

      "Defaulted Interest" shall have the meaning set forth in Section 3.7(b).

      "Depository" when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depository by the Company pursuant to Section 3.1 and its
successors in such capacity, and if at any time there is more than one such
Person, shall be a collective reference to such Persons.

      "Dollar" and "$" mean the currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.

      "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Community.

      "European Monetary System" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European Community.


                                       3



      "European Union" means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.

      "Event of Default" shall have the meaning set forth in Section 5.1.

      "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

      "Funded Debt" means Debt of the Company or any of its Subsidiaries which,
under GAAP, would appear as indebtedness on the most recent consolidated balance
sheet of the Company, which matures by its terms more than 12 months from the
date of such consolidated balance sheet or which matures by its terms in less
than 12 months but by its terms is renewable or extendible beyond 12 months from
the date of such consolidated balance sheet at the option of the borrower.

      "GAAP" means generally accepted accounting principles in the United States
as in effect on the date of application thereof.

      "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any
premium or interest on the relevant Security shall be payable, in each case
where the payment or payments thereunder are supported by the full faith and
credit of such government or governments or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such other government or governments, in each case
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such
other government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

      "Holder" means, with respect to a Bearer Security, a bearer thereof or of
a coupon appertaining thereto and, with respect to a Registered Security, a
person in whose name a Security is registered on the Register. "Indenture" means
this Indenture as originally executed or as amended or supplemented from time to
time and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

      "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.


                                       4



      "Interest" when used with respect to an Original Issue Discount Security
which by its terms bears interest only after maturity, means interest payable
after maturity.

      "Interest Payment Date" when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Lien" means any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement or other encumbrance of any
nature whatsoever.

      "Maturity" when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption, repurchase by the Company at
the option of the Holder or otherwise.

      "Officer" means the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Assistant Secretary of the Company.

      "Officers' Certificate", when used with respect to the Company, means a
certificate signed by two Officers, one of whom must be the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Controller or a Vice President of the Company.

      "Opinion of Counsel" means a written opinion from the general counsel of
the Company or other legal counsel. Such counsel may be an employee of or
counsel to the Company.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2.

      "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

      (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

      (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any coupons appertaining thereto, provided
that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provisions therefor satisfactory to the
Trustee have been made;

      (iii) Securities, except to the extent provided in Sections 4.4 and 4.5,
with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article 4; and


                                       5



      (iv) which have been paid pursuant to Section 3.6 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, or whether sufficient funds are available for redemption or for any
other purpose, and for the purpose of making the calculations required by
Section 313 of the Trust Indenture Act, (a) the principal amount of any Original
Issue Discount Securities that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.2, (b)
the principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, (c) the
principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (a) above) of such Security, and (d) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company.

      "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Maturity thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company upon the issuance
of such Securities.

      "Person" means any individual, corporation, business trust, partnership,
joint venture, joint-stock company, limited liability company, association,
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

      "Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of, premium, if any,
and interest on such Securities are payable as specified or contemplated by
Sections 3.1 and 9.2.


                                       6



      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Principal amount", when used with respect to any Security, means the
amount of principal, if any, payable in respect thereof at Maturity; provided,
however, that when used with respect to an Indexed Security in any context other
than the making of payments at Maturity, "principal amount" means the principal
face amount of such Indexed Security at original issuance.

      "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price", when used with respect to any Security to be redeemed,
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.

      "Register" shall have the meaning set forth in Section 3.5.

      "Registered Security" means any Security issued hereunder and registered
as to principal and interest in the Register.

      "Registrar" shall have the meaning set forth in Section 3.5.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1.

      "Responsible Officer", when used with respect to the Trustee, shall mean
any vice president, any assistant vice president, any senior trust officer, any
trust officer, or any officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject and who
shall have direct responsibility for the administration of this Indenture.

      "Restricted Subsidiary" means any Subsidiary of the Company which (i) owns
or leases a Principal Property and (ii) (A) substantially all of the property of
which is located, or substantially all of the business of which is carried on,
within the United States of America or (B) which is incorporated or organized
under the laws of any state of the United States of America or the District of
Columbia.

      "Secured Debt" shall have the meaning set forth in Section 9.8(a).

      "Security" or "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means a Security or Securities of the
Company issued, authenticated and delivered under this Indenture.


                                       7



      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

      "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or in a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

      "Subsidiary" means (i) any corporation, at least a majority of the total
voting power of whose outstanding Voting Stock is at the date of determination
owned, directly or indirectly, by the Company and/or one or more other
Subsidiaries of the Company, and (ii) any Person (other than a corporation) in
which the Company and/or one or more other Subsidiaries of the Company own,
directly or indirectly, at the date of determination, at least a majority
ownership interest.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in effect
on the date of this Indenture, except as provided in Section 8.3.

      "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

      "United States" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the states thereof and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.

      "United States Alien", except as otherwise provided with respect to the
Securities of any series as contemplated by Section 3.1, means any Person who,
for United States Federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which
is, for United States Federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.

      "U.S. Person" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, any citizen or resident
of the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, any estate the income of
which is subject to United States federal income taxation regardless of its
source, or any trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States fiduciaries who
have the authority to control all substantial decisions of the trust.

      "Voting Stock" means, with respect to any corporation, securities of any
class or series of such corporation, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors of the
corporation.


                                       8



    Section 1.2. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Sections 2.3
and 9.7 and the last paragraph of Section 3.3) shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such condition or covenant and the definitions herein
      relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such condition or
      covenant has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

    Section 1.3. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations as to such matters are
erroneous.


                                       9



      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

    Section 1.4. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

      (c) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depository, wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depository, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (i) another such certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, (ii) such Bearer
Security is produced to the Trustee by some other Person, (iii) such Bearer
Security is surrendered in exchange for a Registered Security or (iv) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also be proved in any other manner which the Trustee deems sufficient.

      (d) The ownership of Registered Securities shall be proved by the
Register.

      (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


                                       10



      (f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

    Section 1.5. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and sent by facsimile (with confirmation of receipt),
      overnight delivery service or mailed, first-class postage prepaid, to the
      Trustee at its Corporate Trust Office, Attention: Corporate Trust
      Administration, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and sent by facsimile (with confirmation of receipt),
      overnight delivery service or mailed, first-class postage prepaid, to the
      Company addressed to it at Fidelity National Financial, Inc., 17911 Von
      Karman Avenue, Suite 300, Irvine, California 92614, Attention: Chief
      Financial Officer or at any other address previously furnished in writing
      to the Trustee by the Company.

    Section 1.6. Notice to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Registered
Security expressly provided) if in writing and sent by overnight delivery
service or mailed, first-class postage prepaid, to each such Holder affected by
such event, at his address as it appears in the Register, within the time
prescribed for the giving of such notice, and (ii) if any of the Securities
affected by such event are Bearer Securities, notice to the Holders thereof
shall be sufficiently given (unless otherwise herein or in the terms of such
Bearer Securities expressly provided) if published once in an Authorized
Newspaper in New York, New York, and in such other city or cities, if any, as
may be specified as contemplated by Section 3.1. In any case where notice to
Holders is given by mail, neither the failure to mail such


                                       11



notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. In any case where notice is given to
Holders by publication, neither the failure to publish such notice, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

      If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. If it is
impossible or, in the opinion of the Trustee, impracticable to give any notice
by publication in the manner herein required, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.

      Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

    Section 1.7. Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

    Section 1.8. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successor and assigns, whether so
expressed or not.

    Section 1.9. Separability. In case any provision of this Indenture or the
Securities shall be invalid, illegal or unenforceable, then, to the extent
permitted by applicable law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

    Section 1.10. Benefits of Indenture. Nothing in this Indenture or in the
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

    Section 1.11. Governing Law. THIS INDENTURE, THE SECURITIES AND ANY COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control.


                                       12



    Section 1.12. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of any Security or
coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu of this Section), payment of
principal, premium, if any, or interest need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on such date;
provided that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

                                   ARTICLE 2

                                 SECURITY FORMS

    Section 2.1. Forms Generally. The Securities of each series and the coupons,
if any, to be attached thereto shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities and coupons, if any, as
evidenced by their execution of the Securities and coupons, if any. Unless
otherwise provided as contemplated in Section 3.1, Securities will be issued
only in registered form without coupons or in the form of one or more global
securities. If temporary Securities of any series are issued as permitted by
Section 3.4, the form thereof also shall be established as provided in the
preceding sentence. If the forms of Securities and coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution together with an appropriate record (which may be
in the form of an Officers' Certificate) of any such action taken pursuant
thereto, including a copy of the approved form of Securities or coupons, if any,
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

      Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

      The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
coupons, if any, as evidenced by their execution of such Securities and coupons,
if any.

    Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:


                                       13



      This is one of the Securities of the series described in the
within-mentioned Indenture.

                                   Dated:


                                   THE BANK OF NEW YORK
                                   as Trustee


                                   By:
                                      ------------------------------------------
                                                Authorized Signatory


    Section 2.3. Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, any such Security may provide
that it shall represent the aggregate or specified amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made in such manner and by such Person or Persons as shall be specified
therein or pursuant to Section 3.1 or in the Company Order to be delivered to
the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section
3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or pursuant to Section 3.1 or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Opinion of Counsel.

      The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

      Notwithstanding the provisions of Section 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Person or Persons specified therein.

    Section 2.4. Form of Legend for Securities in Global Form. Any Security in
global form authenticated and delivered hereunder shall bear a legend in
substantially the following form and such other legends as may be approved by
the officers executing such Security, as evidenced by their execution thereof:


                                       14



      This Security is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. Unless and until it is exchanged in whole or in part
for Securities in certificated form, this Security may not be transferred except
as a whole by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.

                                   ARTICLE 3

                                 THE SECURITIES

    Section 3.1. Amount Unlimited; Issuable in Series.

      (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

      (b) The following matters shall be established with respect to each series
of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in an Officers' Certificate or (iii) in one
or more indentures supplemental hereto:

            (1) the title of the Securities of the series, including CUSIP
      Numbers (which title shall distinguish the Securities of the series from
      all other series of Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (which limit shall not pertain to Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6,
      or 10.7 or upon the Company's repurchase of any Securities in part at the
      option of the Holders thereof);

            (3) the date or dates on which the principal of and premium, if any,
      on the Securities of the series is payable or the method of determination
      thereof;

            (4) the rate or rates (which may be fixed, variable or zero) at
      which the Securities of the series shall bear interest, if any, or the
      method of calculating such rate or rates of interest;

            (5) the date or dates from which interest, if any, shall accrue or
      the method by which such date or dates shall be determined;

            (6) the Interest Payment Dates on which any such interest, if any,
      shall be payable and, with respect to Registered Securities, the Regular
      Record Date, if any, for the interest payable on any Registered Security
      on any Interest Payment Date;

            (7) each Place of Payment for the Securities of the series;


                                       15



            (8) the period or periods within which, the price or prices at
      which, the currency (if other than Dollars) in which, and the other terms
      and conditions upon which, Securities of the series may be redeemed, in
      whole or in part, at the option of the Company and, if other than as
      provided in Section 10.3, the manner in which the particular Securities of
      such series (if less than all Securities of such series are to be
      redeemed) are to be selected for redemption;

            (9) the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or upon the happening of a specified event or at the option of
      a Holder thereof and the period or periods within which, the price or
      prices at which, and the other terms and conditions upon which, Securities
      of the series shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation;

            (10) if other than denominations of $1,000 and any integral multiple
      thereof, if Registered Securities, and if other than the denomination of
      $5,000, if Bearer Securities, the denominations in which Securities of the
      series shall be issuable;

            (11) if other than Dollars, the currency for which the Securities of
      the series may be purchased or in which the Securities of the series shall
      be denominated and/or the currency in which the principal of, premium, if
      any, and interest, if any, on the Securities of the series shall be
      payable and the particular provisions applicable thereto in accordance
      with, in addition to, or in lieu of the provisions of this Indenture;

            (12) if the amount of payments of principal of, or premium, if any,
      or interest, if any, on the Securities of the series shall be determined
      with reference to an index, formula or other method (which index, formula
      or method may be based, without limitation, on a currency or currencies
      (including currency unit or units) other than that in which the Securities
      of the series are denominated or designated to be payable), the index,
      formula or other method by which such amount shall be determined;

            (13) if the amount of payments of principal, premium, if any, or
      interest, if any, on the Securities of the series shall be determined with
      reference to an index, formula or other method based on the prices of
      securities or commodities, with reference to changes in the prices of
      securities or commodities or otherwise by application of a formula, the
      index, formula or other method by which such amount shall be determined;

            (14) if other than the entire principal amount thereof, the portion
      of the principal amount of such Securities of the series which shall be
      payable upon declaration of acceleration thereof pursuant to Section 5.2
      or the method by which such portion shall be determined;

            (15) if other than as provided in Section 3.7, the Person to whom
      any interest on any Registered Security of the series shall be payable and
      the manner in which, or the Person to whom, any interest on any Bearer
      Securities of the series shall be payable;


                                       16



            (16) provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (17) any addition to or modification or deletion of any Events of
      Default or any covenants of the Company pertaining to the Securities of
      the series;

            (18) under what circumstances, if any, the Company will pay
      Additional Amounts on the Securities of that series held by a Person who
      is not a U.S. Person in respect of taxes, assessments or similar
      governmental charges withheld or deducted and, if so, whether the Company
      will have the option to redeem such Securities rather than pay such
      Additional Amounts (and the terms of any such option);

            (19) whether Securities of the series shall be issuable as
      Registered Securities or Bearer Securities (with or without interest
      coupons), or both, and any restrictions applicable to the offering, sale
      or delivery of Bearer Securities and, if other than as provided in Section
      3.5, the terms upon which Bearer Securities of a series may be exchanged
      for Registered Securities of the same series and vice versa;

            (20) the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (21) the forms of the Securities and coupons, if any, of the series;

            (22) if either or both of Section 4.4 relating to defeasance or
      Section 4.5 relating to covenant defeasance shall not be applicable to the
      Securities of such series, or, if such defeasance or covenant defeasance
      shall be applicable to the Securities of such series, any covenants in
      addition to those specified in Section 4.5 relating to the Securities of
      such series which shall be subject to covenant defeasance and any
      deletions from, or modifications or additions to, the provisions of
      Article 4 in respect of the Securities of such series or such other means
      of defeasance or covenant defeasance as may be specified for the
      Securities of such series;

            (23) if other than the Trustee, the identity of the Registrar and
      any Paying Agent;

            (24) if the Securities of the series shall be issued in whole or in
      part in global form, (i) the Depository for such global Securities, (ii)
      whether beneficial owners of interests in any Securities of the series in
      global form may exchange such interests for certificated Securities of
      such series and of like tenor of any authorized form and denomination, and
      (iii) if other than as provided in Section 3.5, the circumstances under
      which any such exchange may occur; and

            (25) any other terms of the Securities of such series and any
      deletions from or modifications or additions to this Indenture in respect
      of such Securities.


                                       17



      (c) All Securities of any one series and coupons, if any, appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant
to a Board Resolution and (subject to Section 3.3) set forth, or determined in
the manner provided, in the related Officers' Certificate or (iii) in an
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

      (d) If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

    Section 3.2. Denominations. Unless otherwise provided as contemplated by
Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in denominations of $5,000.

    Section 3.3. Execution, Authentication, Delivery and Dating. Securities
shall be executed on behalf of the Company by two Officers. The Company's seal
shall be reproduced on the Securities. The signatures of any of these Officers
on the Securities may be manual or facsimile. The coupons, if any, of Bearer
Securities shall bear the facsimile signature of two Officers.

      Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper Officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

      At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series.

      If the form or terms of the Securities of a series have been established
by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Sections 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating,


                                       18



            (1) if the forms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      2.1, that such forms have been established in conformity with the
      provisions of this Indenture;

            (2) if the terms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      3.1, that such terms have been, or in the case of Securities of a series
      offered in a Periodic Offering, will be, established in conformity with
      the provisions of this Indenture, subject in the case of Securities
      offered in a Periodic Offering, to any conditions specified in such
      Opinion of Counsel; and

            (3) that such Securities together with any coupons appertaining
      thereto, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and other similar laws of general applicability relating to or affecting
      the enforcement of creditors' rights and to general equity principles.

Notwithstanding that such form or terms have been so established, the Trustee
shall have the right to decline to authenticate such Securities if, in the
written opinion of counsel to the Trustee (which counsel may be an employee of
the Trustee) reasonably acceptable to the Company, the issue of such Securities
pursuant to this Indenture will adversely affect the Trustee's own rights,
duties or immunities under this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with
the authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

      With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

      If the Company shall establish pursuant to Section 3.1 that the Securities
of a series are to be issued in whole or in part in global form, then the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or
more Securities in global form that (i) shall represent and


                                       19



shall be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depository for such Security or Securities in global form or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear the
legend contemplated by Section 2.4.

      Each Depository designated pursuant to Section 3.1 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934 or any successor thereto (if so required by
applicable law or regulation) and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depository is so
registered.

      Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

      No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent and no coupon shall be valid until the
Security to which it appertains has been so authenticated. Such signature upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
canceled.

      Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

    Section 3.4. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute and, upon Company Order, the
Trustee shall authenticate and deliver temporary Securities of such series which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor and form, with or
without coupons, of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

      Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without


                                       20



unreasonable delay. After preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company pursuant to Section 9.2 in a Place
of Payment for such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor; provided, however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Registered Security; and provided
further that no definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security unless the Trustee shall have received from the Person
entitled to receive the definitive Bearer Security a certificate substantially
in the form approved in or pursuant to the Board Resolutions relating thereto
and such delivery shall occur only outside the United States. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series except as otherwise specified as contemplated by Section 3.1.

    Section 3.5. Registration, Transfer and Exchange. The Company shall cause to
be kept at the Corporate Trust Office of the Trustee or in any office or agency
to be maintained by the Company in accordance with Section 9.2 in a Place of
Payment a register (the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and the registration of transfers of Registered
Securities. The Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed "Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities as herein provided.

      Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount containing
identical terms and provisions.

      Bearer Securities or any coupons appertaining thereto shall be
transferable by delivery.

      At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified as contemplated by
Section 3.1, Bearer Securities may not be issued in exchange for Registered
Securities.


                                       21



      Unless otherwise specified as contemplated by Section 3.1, at the option
of the Holder, Bearer Securities of such series may be exchanged for Registered
Securities (if the Securities of such series are issuable in registered form) or
Bearer Securities (if Bearer Securities of such series are issuable in more than
one denomination and such exchanges are permitted by such series) of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency, with all unmatured coupons and all matured coupons in
default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 9.2, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case any Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such coupon shall be returned to
the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon, when due in accordance with the provisions of this
Indenture.

      Notwithstanding any other provision of this Section, unless and until it
is exchanged in whole or in part for Securities in definitive certificated form,
a Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depository for such
series to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor Depository for such series or a nominee of such
successor Depository.

      Unless otherwise specified pursuant to Section 3.1 with respect to the
Securities of any series, a Security in global form will be exchangeable for
certificated Securities of the same series in definitive form only if (i) the
Depository for the Global Securities of such series notifies the Company that it
is unwilling or unable to continue as Depository for the global Securities of
such series or such Depository ceases to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended, or any successor thereto
if so required by applicable law or regulation and, in either case, a successor
Depository for such Securities shall not have been appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, as the case may be, (ii) the Company, in its sole


                                       22



discretion, determines that such Securities in global form shall be exchangeable
for certificated Securities and executes and delivers to the Trustee a Company
Order to the effect that such global Securities shall be so exchangeable, or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series, the Company's election pursuant to
Section 3.1(b)(24) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor and terms, shall authenticate and deliver, without
charge, Securities of such series of like tenor and terms in certificated form,
in authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor and
terms in global form in exchange for such Security or Securities in global form.
Upon any such exchange, owners of beneficial interests in such Securities in
global form will be entitled to physical delivery of individual Securities in
certificated form of like tenor and terms equal in principal amount to such
beneficial interests, and to have such Securities in certificated form
registered in the names of the beneficial owners.

      If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depository for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depository a new certificated Security or Securities of the same series
of like tenor and terms, of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Security in global form; and (ii) to such Depository
a new Security in global form of like tenor and terms in a denomination equal to
the difference, if any, between the principal amount of the surrendered Security
in global form and the aggregate principal amount of certificated Securities
delivered to Holders thereof.

      Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depository for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

      Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

      All Securities issued upon any registration of transfer or upon any
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.


                                       23



      Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Registrar or
the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee duly
executed by the Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or for
any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 8.6, or 10.7 or upon the Company's
repurchase of any Securities in part at the option of the Holder thereof not
involving any transfer.

      The Company shall not be required (i) to issue, register the transfer of,
or exchange any Securities for a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the
series of which such Security is a part and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of Securities of like tenor and of such series to be
redeemed; (ii) to register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part; or (iii) to exchange any Bearer Security
so selected for redemption, except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor; provided that such
Registered Security shall be simultaneously surrendered for redemption.

    Section 3.6. Replacement Securities. If a mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a
Bearer Security, of the same series, terms and date of maturity, if the
Trustee's requirements are met.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Security
with a destroyed, lost or stolen coupon and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a replacement Registered Security, if such Holder's
claim appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder's claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.


                                       24



      In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security or coupon, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.1, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupon, if any, or
the destroyed, lost or stolen coupon, shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

    Section 3.7. Payment of Interest; Interest Rights Preserved.

      (a) Unless otherwise provided as contemplated by Section 3.1, interest, if
any, on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency maintained for such purpose pursuant to 9.2; provided, however, that at
the option of the Company, interest on any series of Registered Securities that
bear interest may be paid (i) by check mailed to the address of the Persons
entitled thereto as they shall appear on the Register of Holders of Securities
of such series or (ii) by transfer to an account maintained by the Persons
entitled thereto.

      Unless otherwise provided as contemplated by Section 3.1 and except as
otherwise provided in Section 9.2, (i) interest, if any, on Bearer Securities
shall be paid only against presentation and surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original
issue discount, if any, on Bearer Securities shall be paid only against
presentation and surrender of such Securities, in either case at the office of a
Paying Agent located outside the United States, unless the Company shall have
otherwise instructed the Trustee in writing, provided that any such instruction
for payment in the United States does not


                                       25



cause any Bearer Security to be treated as a "registration-required obligation"
under United States laws and regulations. The interest, if any, on any temporary
Bearer Security shall be paid, as to any installment of interest evidenced by a
coupon attached thereto only upon presentation and surrender of such coupon and,
as to other installments of interest, only upon presentation of such Security
for notation thereon of the payment of such interest.

      (b) Unless otherwise provided as contemplated by Section 3.1, any interest
on Registered Securities of any series which is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holders on the
relevant Regular Record Date by virtue of their having been such Holders, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of such Defaulted Interest
      to the Persons in whose names such Registered Securities (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall deposit with the
      Trustee an amount of money equal to the aggregate amount proposed to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this
      clause (1) provided. Thereupon the Trustee shall fix a Special Record Date
      for the payment of such Defaulted Interest which shall be not more than 15
      days and not less than 10 days prior to the date of the proposed payment
      and not less than 10 days after the receipt by the Trustee of the notice
      of the proposed payment. The Trustee shall promptly notify the Company of
      such Special Record Date and, in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be mailed, first-class
      postage prepaid, to each Holder of such Registered Securities at his
      address as it appears in the Register, not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names such
      Registered Securities (or their respective Predecessor Securities) are
      registered at the close of business on such Special Record Date and shall
      no longer be payable pursuant to the following clause (2).

            (2) The Company may make payment of such Defaulted Interest to the
      Persons in whose names such Registered Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      specified date in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Registered
      Securities may be listed, and upon such notice as may be required by such
      exchange, if, after notice given by the Company to the Trustee of the
      proposed payment pursuant to this clause (2), such manner of payment shall
      be deemed practicable by the Trustee.


                                       26



      (c) Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

    Section 3.8. Persons Deemed Owners. Prior to due presentment of any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depository (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depository and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depository (or its
nominee) as Holder of such Security in global form.

    Section 3.9. Cancellation. The Company at any time may deliver Securities
and coupons to the Trustee for cancellation. The Registrar and any Paying Agent
shall forward to the Trustee any Securities and coupons surrendered to them for
replacement, for registration of transfer, or for exchange or payment. The
Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation
and shall dispose of such canceled Securities in its customary manner. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.

    Section 3.10. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

    Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, in such case, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice


                                       27



may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly advise
the Trustee of any change in the CUSIP Numbers.

    Section 3.12. Currency of Payment in Respect of Securities. Unless otherwise
specified with respect to any Securities pursuant to Section 3.1, payment of the
principal of, premium, if any, and interest, if any, on any Registered or Bearer
Security of such series will be made in Dollars.

                                   ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

    Section 4.1. Termination of Company's Obligations Under the Indenture. This
Indenture shall upon a Company Request cease to be of further effect with
respect to Securities of any series and any coupons appertaining thereto (except
as specified below) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities and any coupons appertaining thereto
when

            (1) either

            (A) all such Securities previously authenticated and delivered and
      all coupons appertaining thereto (other than (i) such coupons appertaining
      to Bearer Securities surrendered in exchange for Registered Securities and
      maturing after such exchange, surrender of which is not required or has
      been waived as provided in Section 3.5, (ii) such Securities and coupons
      which have been destroyed, lost or stolen and which have been replaced or
      paid as provided in Section 3.6, (iii) such coupons appertaining to Bearer
      Securities called for redemption and maturing after the relevant
      Redemption Date, surrender of which has been waived as provided in Section
      10.6 and (iv) such Securities and coupons for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such
      trust, as provided in Section 9.3) have been delivered to the Trustee for
      cancellation; or

            (B) all Securities of such series and, in the case of (i) or (ii)
      below, any coupons appertaining thereto not theretofore delivered to the
      Trustee for cancellation (i) have become due and payable, or (ii) will
      become due and payable at their Stated Maturity within one year, or (iii)
      if redeemable at the option of the Company, are to be called for
      redemption within one year under arrangements satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at
      the expense, of the Company, and the Company, in the case of (i), (ii) or
      (iii) above, has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust for the purpose an amount in the currency
      in which the Securities of such series are payable, sufficient to pay and
      discharge the entire indebtedness on such Securities and such coupons not


                                       28



      theretofore delivered to the Trustee for cancellation, in respect of
      principal, premium, if any, and interest, to the date of such deposit (in
      the case of Securities which have become due and payable) or to the Stated
      Maturity or Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of any series, the obligation of the Company to the Trustee and
any predecessor Trustee under Section 6.9, the obligations of the Company to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.4, 3.5, 3.6, 4.2, 9.2 and 9.3 and with respect to
the payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 3.1(b)(18) shall survive such satisfaction and
discharge.

    Section 4.2. Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 9.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto as specifically provided herein, of the principal, premium, if any, and
interest for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.

    Section 4.3. Applicability of Defeasance Provisions; Company's Option to
Effect Defeasance or Covenant Defeasance. Unless pursuant to Section 3.1 either
or both of (i) defeasance of the Securities of or within a series under Section
4.4 or (ii) covenant defeasance of the Securities of or within a series under
Section 4.5 shall not be applicable with respect to the Securities of any
series, then the provisions of such Section or Sections, as the case may be,
together with the provisions of Sections 4.6 through 4.10 inclusive, with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to such Securities, shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 4.4 or Section 4.5 (unless such Section 4.4 or Section
4.5, as the case may be, shall not be applicable to the Securities of such
series) be applied to such Outstanding Securities and any coupons appertaining
thereto upon compliance with the conditions set forth below in this Article.
Unless otherwise specified pursuant to Section 3.1, the Company's right, if any,
to effect defeasance pursuant to Section 4.4 or covenant defeasance pursuant to
Section 4.5 may only be exercised with respect to all of the Outstanding
Securities of a series and any coupons appertaining thereto.


                                       29



    Section 4.4. Defeasance. Upon the Company's exercise of the option specified
in Section 4.3 applicable to this Section with respect to the Securities of a
series, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities and any coupons appertaining thereto (except as
specified below) on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section and in Section 4.7, payments in respect of the principal of, premium, if
any, and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due; (ii) the Company's obligations with respect
to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to
the payment of Additional Amounts, if any, payable with respect to such
Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Article 4. Subject to compliance with this Article 4, the Company may exercise
its option under this Section notwithstanding the prior exercise of its option
under Section 4.5 with respect to such Securities and any coupons appertaining
thereto. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

    Section 4.5. Covenant Defeasance. Upon the Company's exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of a series, the Company shall be released from its obligations under
Sections 7.1, 9.4 (other than the Company's obligation to maintain its corporate
existence), 9.5, 9.8, 9.9 and 9.10 and, if specified pursuant to Section 3.1,
its obligations under any other covenant, with respect to such Securities and
any coupons appertaining thereto on and after the date the conditions set forth
in Section 4.6 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to be
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 7.1, 9.4 (other than the Company's obligation to
maintain its corporate existence), 9.5, 9.8, 9.9 and 9.10 and any such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Securities and any coupons appertaining thereto, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or
such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.1(3) or 5.1(7) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.


                                       30



    Section 4.6. Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of Section 4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

            (a) The Company shall have irrevocably deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 6.12 who shall agree in writing to comply with, and shall be
      entitled to the benefits of, the provisions of Sections 4.3 through 4.10
      inclusive and the last paragraph of Section 9.3 applicable to the Trustee,
      for purposes of such Sections also a "Trustee") as trust funds in trust
      for the purpose of making the payments referred to in clauses (x) and (y)
      of this Section 4.6(a), specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of such Securities and any
      coupons appertaining thereto, with instructions to the Trustee as to the
      application thereof, (A) money in an amount (in such currency in which
      such Securities and any coupons appertaining thereto are then specified as
      payable at Stated Maturity or, if such defeasance or covenant defeasance
      is to be effected in compliance with Section 4.6(g) below, on the relevant
      Redemption Date, as the case may be), or (B) if Securities of such series
      are not subject to repayment or repurchase at the option of Holders,
      Government Obligations applicable to such Securities and any coupons
      appertaining thereto (determined on the basis of the currency in which
      such Securities and coupons, if any, are then specified as payable at
      Stated Maturity or the applicable Redemption Date, as the case may be)
      which through the payment of interest and principal in respect thereof in
      accordance with their terms will provide (without consideration of any
      reinvestment of such principal and interest), not later than one day
      before the due date of any payment referred to in clause (x) or (y) of
      this Section 4.6(a), money in an amount or (C) a combination thereof in an
      amount, sufficient, in the opinion of any of the firms of independent
      certified public accountants listed in the last sentence of this clause
      (a), expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge, and which shall be applied by the Trustee
      to pay and discharge, (x) the principal of, and premium, if any, and
      interest, if any, on such Securities and any coupons appertaining thereto
      on the Stated Maturity of such principal or installment of principal or
      interest or on the applicable Redemption Date, as the case may be, and (y)
      any mandatory sinking fund payments applicable to such Securities on the
      day on which such payments are due and payable in accordance with the
      terms of this Indenture and such Securities and any coupons appertaining
      thereto. Any of Arthur Andersen, Deloitte & Touche, Ernst & Young, KPMG or
      PricewaterhouseCoopers shall issue the opinion and written certification
      called for above.

            (b) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a Default or Event of Default under,
      this Indenture or result in a breach or violation of, or constitute a
      default under, any other material agreement or instrument to which the
      Company is a party or by which it is bound.

            (c) In the case of an election under Section 4.4, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that (i)
      the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling, or (ii) since the date of this
      Indenture, there has been a change in the applicable federal income tax
      law, in either case to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Securities and any coupons
      appertaining thereto will not recognize income, gain or loss for federal
      income tax purposes as a result of such defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such defeasance had not occurred.


                                       31



            (d) In the case of an election under Section 4.5, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Securities and any coupons appertaining thereto will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such covenant defeasance and will be subject to federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if such covenant defeasance had not occurred.

            (e) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent to the defeasance under Section 4.4 or the covenant defeasance
      under Section 4.5 (as the case may be) have been complied with.

            (f) No Event of Default or Default with respect to such Securities
      or any coupons appertaining thereto shall have occurred and be continuing
      on the date of such deposit, or, insofar as Defaults in Events of Default
      under Sections 5.1(5) and 5.1(6) are concerned, at any time during the
      period ending on the 91st day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until the
      expiration of such period).

            (g) If the monies or Government Obligations or combination thereof,
      as the case may be, deposited under Section 4.6(a) above are sufficient to
      pay the principal of, and premium, if any, and interest, if any, on such
      Securities and coupons, if any, appertaining thereto provided such
      Securities are redeemed on a particular Redemption Date, the Company shall
      have given the Trustee irrevocable instructions to redeem such Securities
      on such date and to provide notice of such redemption to Holders as
      provided in or pursuant to this Indenture.

            (h) Such defeasance or covenant defeasance shall be effected in
      compliance with any additional or substitute terms, conditions or
      limitations which may be imposed on the Company in connection therewith as
      contemplated by Section 3.1.

    Section 4.7. Deposited Money and Government Obligations to Be Held in Trust.
Subject to the provisions of the last paragraph of Section 9.3, all money and
Government Obligations (or other property as may be provided pursuant to Section
3.1) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.6 in respect of any Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (other than the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

      Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 4.6(a) has been made, (a)
the Holder of a Security in respect of which such deposit was made is entitled
to, and does, elect pursuant to Section 3.1 or the


                                       32


terms of such Security to receive payment in a currency other than that in which
the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in
which the deposit pursuant to Section 4.6(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of and premium, if any, and interest, if any, on such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the monies or
Government Obligations (or other property and any proceeds therefrom) deposited
in respect of such Security into the currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Foreign Currency in effect on the second Business Day
prior to each payment date, or (y) with respect to a Conversion Event, the
applicable market exchange rate for such Foreign Currency in effect (as nearly
as feasible) at the time of the Conversion Event.

         Section 4.8. Repayment to Company. Anything in this Article 4 to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 4.6(a)
with respect to the Securities of any series which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, of such Securities in
accordance with Section 4.6.

         Section 4.9. Indemnity for Government Obligations. The Company shall
pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest received on such Government Obligations.

         Section 4.10. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any monies or Government Obligations (or other property or any
proceeds therefrom) deposited pursuant to Section 4.6(a) in accordance with this
Indenture or the Securities of the applicable series by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 4.6(a) until such time as the Trustee or a Paying Agent is permitted to
apply such monies or Government Obligations (or other property or any proceeds
therefrom) in accordance with this Indenture and the Securities of such series;
provided, however, that if the Company makes any payment of principal of,
premium, if any, or interest on any Security of such series following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the cash and
Government Obligations (or other property or any proceeds therefrom) held by the
Trustee or Paying Agent.


                                       33



                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

         Section 5.1. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers' Certificate establishing the terms of such series pursuant to Section
3.1 of this Indenture:

                           (1) default in the payment of any interest on any
         Security of that series or any coupon appertaining thereto, or any
         Additional Amounts payable with respect to any Security of that series,
         when the same becomes due and payable and continuance of such default
         for a period of 30 days; or

                           (2) default in the payment of any principal of or
         premium, if any, on any Security of that series when the same becomes
         due and payable at its Maturity (whether at Stated Maturity, upon
         redemption, repurchase at the option of the Holder or otherwise), or
         default in the making of any mandatory sinking fund payment in respect
         of any Securities of that series when and as due by the terms of the
         Securities of that series; or

                           (3) default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture or any Security
         of such series (other than a covenant or warranty for which the
         consequences of breach or nonperformance are addressed elsewhere in
         this Section 5.1 or a covenant or warranty which has expressly been
         included in this Indenture, whether or not by means of a supplemental
         indenture, solely for the benefit of Securities of a series other than
         such series), and continuance of such default or breach for a period of
         60 days after there has been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in aggregate principal amount of the
         Outstanding Securities of such series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                           (4) default under any bond, note, debenture or other
         evidence of Debt of the Company (including an event of default with
         respect to any other series of Securities), or under any mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any Debt of the Company,
         whether such Debt exists on the date of this Indenture or shall
         hereafter be incurred or created, which results in such Debt in an
         aggregate principal amount exceeding $20,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, and such acceleration shall not be
         rescinded or annulled or such Debt shall not be paid in full, or there
         has not been deposited into trust a sum of money sufficient to pay in
         full such Debt, within a period of 30 days after there shall have been
         given, by registered or certified mail, to the Company



                                       34



         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in aggregate principal amount of the Outstanding Securities
         of such series a written notice specifying such default and requiring
         the Company to cause such acceleration to be rescinded or annulled or
         to pay in full such Debt or to deposit into trust a sum of money
         sufficient to pay in full such Debt and stating that such notice is a
         "Notice of Default" hereunder; or

                           (5) the Company pursuant to or within the meaning of
         any Bankruptcy Law (A) commences a voluntary case or proceeding, (B)
         consents to the entry of an order for relief against it in an
         involuntary case or proceeding or to the commencement of any bankruptcy
         or insolvency case or proceeding against it, (C) consents to the
         appointment of a Custodian of it or for all or substantially all of its
         property; or (D) makes a general assignment for the benefit of its
         creditors; or

                           (6) a court of competent jurisdiction enters an order
         or decree under any Bankruptcy Law that (A) is for relief against the
         Company in an involuntary case, (B) appoints a Custodian of the Company
         or for all or substantially all of its property, (C) orders the winding
         up or liquidation of the Company , (D) adjudges the Company a bankrupt
         or insolvent or (E) approves as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         to the Company; and any such order or decree described in this clause
         (6) remains unstayed and in effect for 60 days; or

                           (7) any other Event of Default provided as
         contemplated by Section 3.1 with respect to Securities of that series.

                  The term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

         Section 5.2. Acceleration; Rescission and Annulment. If an Event of
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the Outstanding Securities of such series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the principal of (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) and accrued interest, if
any, on all the Securities of that series to be due and payable and upon any
such declaration such principal (or, in the case of Original Issue Discount
Securities or Indexed Securities, such specified amount) and interest, if any,
shall be immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series, by written notice
to the Trustee, may rescind and annul such declaration and its consequences if:



                                       35



                           (1) the Company has paid or deposited with the
         Trustee a sum of money sufficient to pay (i) all overdue installments
         of interest on any Securities of such series and any coupons
         appertaining thereto which have become due otherwise than by such
         declaration of acceleration and any Additional Amounts with respect
         thereto, (ii) the principal of and any premium on any Securities of
         such series which have become due otherwise than by such declaration of
         acceleration and any Additional Amounts with respect thereto and, to
         the extent permitted by applicable law, interest thereon at the rate or
         rates borne by or provided for in such Securities, (iii) to the extent
         permitted by applicable law, interest upon installments of interest, if
         any, which have become due otherwise than by such declaration of
         acceleration and any Additional Amounts with respect thereto at the
         rate or rates borne by or provided for in such Securities, and (iv) all
         sums paid or advanced by the Trustee hereunder and the compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel and all other amounts due the Trustee under Section 6.9; and

                           (2) all Events of Default with respect to Securities
         of such series, other than the non-payment of the principal of, and
         interest on, and any Additional Amounts with respect to, Securities of
         such series which shall have become due solely by such declaration of
         acceleration, shall have been cured or waived as provided in Section
         5.7.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

                           (1) default is made in the payment of any interest on
         any Security or coupon, if any, or any Additional Amounts with respect
         to any Security when the same becomes due and payable and such default
         continues for a period of 30 days; or

                           (2) default is made in the payment of the principal
         of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, interest and
Additional Amounts, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal, premium, if
any, interest and Additional Amounts, if any, at the rate or rates borne by or
prescribed therefor in such Securities or coupons, if any, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay the money it is required to pay
the Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and any



                                       36



coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities and any coupons appertaining thereto,
wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
necessary to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to secure any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of the
principal and any premium, interest and Additional Amounts owing and unpaid in
respect of such Securities and any coupons appertaining thereto and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents or counsel) and
of the Holders of Securities or any coupons allowed in such judicial proceeding,
and

                  (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any
Custodian in any such judicial proceeding is hereby authorized by each Holder of
Securities or any coupons to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities or any coupons, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 6.9.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or any coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or any coupon in any such proceeding.

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding



                                       37



instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery or judgment, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, shall be for the ratable benefit of each and
every Holder of a Security or coupon in respect of which such judgment has been
recovered.

         Section 5.6. Delay or Omission Not Waiver. No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall, to the extent permitted by applicable law,
impair any such right or remedy or constitute a waiver of or acquiescence in any
such Event of Default. Every right and remedy given by this Article 5 or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustees or by the Holders of
Securities or coupons, as the case may be.

         Section 5.7. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series by
written notice to the Trustee may waive on behalf of the Holders of all
Securities of such series any past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on, or Additional
Amounts, if any, with respect to, any Security of such series or any coupon
appertaining thereto or (ii) in respect of a covenant or provision hereof which
pursuant to Section 8.2 cannot be amended or modified without the consent of the
Holder of each Outstanding Security of such series affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture.

         Section 5.8. Control by Majority. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to Securities of that series; provided, however,
that (i) the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, (ii) the Trustee may refuse to follow any direction that is
unduly prejudicial to the rights of the Holders of Securities of such series not
consenting or that would in the good faith judgment of the Trustee have a
substantial likelihood of involving the Trustee in personal liability and (iii)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

         Section 5.9. Limitation on Suits by Holders. No Holder of any Security
of any series or any coupons appertaining thereto shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                           (1) the Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of such series;

                           (2) the Holders of at least 25% in aggregate
         principal amount of the Outstanding Securities of that series have made
         a written request to the Trustee to



                                       38



         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                           (3) such Holder or Holders have offered to the
         Trustee indemnity satisfactory to the Trustee against any loss,
         liability or expense to be, or which may be, incurred by the Trustee in
         pursuing the remedy;

                           (4) the Trustee for 60 days after its receipt of such
         notice, request and the offer of indemnity has failed to institute any
         such proceedings; and

                           (5) during such 60 day period, the Holders of a
         majority in aggregate principal amount of the Outstanding Securities of
         such series have not given to the Trustee a direction inconsistent with
         such written request.

                  No one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

         Section 5.10. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the Holder of any Security or coupon shall
have the right, which is absolute and unconditional, to receive payment of the
principal of, and premium, if any, and, subject to Sections 3.5 and 3.7,
interest on, and Additional Amounts, if any, with respect to, such Security and
such coupon on the respective due dates expressed in such Security or coupon
(or, in case of redemption, on the Redemption Date or, in the case of repurchase
by the Company at the option of such Holder, on any date such repurchase is due
to be made), and to institute suit for the enforcement of any such payment, and
such right, shall not be impaired or affected without the consent of such
Holder.

         Section 5.11. Application of Money Collected. If the Trustee collects
any money pursuant to this Article, it shall pay out the money in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: to the Trustee for amounts due under Section 6.9;

                  SECOND: to Holders of Securities and coupons in respect of
which or for the benefit of which such money has been collected for amounts due
and unpaid on such Securities for principal, premium, if any, interest and
Additional Amounts, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal,
premium, if any, interest and Additional Amounts, if any, respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.11. At least 15 days before such
record date, the Trustee shall mail to



                                       39



each holder and the Company a notice that states the record date, the payment
date and the amount to be paid.

         Section 5.12. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.13. Rights and Remedies Cumulative. To the extent permitted
by applicable law and except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         Section 5.14. Waiver of Stay or Extension Laws. The Company covenants
that (to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
indenture; and the Company expressly waives (to the extent that it may lawfully
do so) all benefit or advantage of any such law and covenants (to the extent it
may lawfully do so) that it will not hinder, delay or impede the execution of
any power herein granted to the trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

         Section 5.15. Undertaking for Costs. All parties to this indenture
agree, and each holder of any security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this indenture, or in any suit
against the trustee for any action taken or omitted by it as trustee, the filing
by any party litigant in such suit of any undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.15
shall not apply to any suit instituted by the trustee, to any suit instituted by
any holder, or group of holders, holding in the aggregate more than 10% in
principal amount of outstanding securities of any series, or to any suit
instituted by any holder for the enforcement of the payment of the principal of,
or premium, if any, or interest, if any, on or additional amounts, if any, with
respect to any security on or after the respective stated maturities expressed
in such security (or, in the case of redemption, on or after the redemption
date, or, in the case of repurchase by the company at the option of the holder,
on or after the date for repurchase).



                                       40



                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities of the Trustee.

                  (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act and no implied duties shall be
inferred against the Trustee.

                  (b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

         Section 6.2. Rights of Trustee. Subject to the provisions of the Trust
Indenture Act:

                  (a) The Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper party or
parties. The Trustee need not investigate any fact or matter stated in the
document but the Trustee may, in its discretion, make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the expense of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry.

                  (b) Any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 3.3, which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution.

                  (c) Before the Trustee acts or refrains from acting, it may
consult with counsel of its own selection (who may be in-house counsel) or
require an Officers' Certificate. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on a Board Resolution, the
written advice of counsel, who may be an attorney for the Company, an Officers'
Certificate or an Opinion of Counsel.

                  (d) The Trustee may act through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

                  (e) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

                  (f) The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its rights or powers.



                                       41



                  (g) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

                  (h) The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith and without negligence in
accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

                  (i) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series or any related
coupons pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

                  (j) The Trustee's rights to immunities and protection from
liability hereunder and its rights to payment of its fees and expenses shall
survive termination of this Agreement and its resignation or removal.

                  (k) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

         Section 6.3. Trustee May Hold Securities. The Trustee, any Paying
Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company and an Affiliate or Subsidiary of the Company with the
same rights it would have if it were not Trustee, Paying Agent, Registrar or
such other agent.

         Section 6.4. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed upon in writing with the
Company.

         Section 6.5. Trustee's Disclaimer. The recitals contained herein and in
the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity, adequacy or priority of this Indenture or the Securities or any
coupon. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities or for monies paid over to the Company pursuant to
the Indenture.

         Section 6.6. Notice of Defaults. If a Default occurs and is continuing
with respect to the Securities of any series and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit by mail, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of all Defaults known to it unless



                                       42



such Default shall have been cured or waived; provided, however, that in the
case of a Default in payment on the Securities of any series, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of
Holders of Securities of that series; and provided, further, that in the case of
any Default of the character specified in Section 5.1(3) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

                  The Trustee shall not be deemed to have notice of a Default or
an Event of Default unless (i) the Trustee has received written notice thereof
from the Company or any Holder or (ii) a Responsible Officer of the Trustee
shall have actual knowledge thereof as evidenced in writing. Except as otherwise
expressly provided herein, the Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein, or of any of the documents executed in
connection with the Securities, or as to the existence of a Default or an Event
of Default thereunder.

         Section 6.7. Reports by Trustee to Holders. Within 60 days after each
November 15 of each year commencing with the first November 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act a brief report dated as of such November 15 if required by and in
compliance with Section 313(a) of the Trust Indenture Act.

         Section 6.8. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of
Holders of Securities of each such series. If there are Bearer Securities of any
series outstanding, even if the Trustee is the Registrar, the Company shall
furnish to the Trustee such a list containing such information with respect to
Holders of such Bearer Securities only.

         Section 6.9. Compensation and Indemnity.

                  (a) The Company shall pay to the Trustee such compensation as
the Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all out-of-pocket expenses incurred
by it in connection with the performance of its duties under this Indenture,
except any such expense as shall be determined to have been caused by its own
negligence or willful misconduct. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

                  (b) The Company shall fully indemnify the Trustee for, and
hold it harmless against, any and all loss or liability, damage, claim or
expense including taxes (other than taxes based upon or determined or measured
by the income of the Trustee) incurred by it arising out of or in connection
with its acceptance or administration of the trust or trusts hereunder,
including



                                       43



the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  (c) The Company need not reimburse any expense or indemnify
against any loss or liability determined by a court of competent jurisdiction to
have been caused by the Trustee through its own negligence or willful
misconduct.

                  (d) To secure the payment obligations of the Company pursuant
to this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, in its
capacity as Trustee, except that held in trust to pay principal, premium, if
any, and interest on and Additional Amounts, if any, with respect to particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or Section
5.1(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture and the registration or removal of the Trustee. All
indemnifications and releases from liability granted in this Article 6 to the
Trustee shall extend to its directors, officers, employees and agents and to the
Trustee and to each Paying Agent and Registrar. Whether or not expressly
provided for herein, every provision of this Indenture relating to the conduct
or affecting the liability of the Trustee shall be subject to the provision of
this Article 6.

         Section 6.10. Replacement of Trustee.

                  (a) The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of any series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (c) The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the Company's consent.



                                       44



                  If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the Trustee being removed may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (d) If at any time:

                           (1) the Trustee fails to comply with Section 310(b)
         of the Trust Indenture Act after written request therefor by the
         Company or by any Holder who has been a bona fide Holder of a Security
         for at least six months, or

                           (2) the Trustee shall cease to be eligible under
         Section 310(a) of the Trust Indenture Act and shall fail to resign
         after written request therefor by the Company or by any Holder of a
         Security who has been a bona fide Holder of a Security for at least six
         months; or

                           (3) the Trustee becomes incapable of acting, is
         adjudged a bankrupt or an insolvent or a receiver or public officer
         takes charge of the Trustee or its property or affairs for the purpose
         of rehabilitation, conservation or liquidation, then, in any such case,
         (i) the Company by or pursuant to a Board Resolution may remove the
         Trustee with respect to all Securities, or (ii) subject to Section
         315(e) of the Trust Indenture Act, any Holder who has been a bona fide
         Holder of a Security for at least six months may, on behalf of himself
         and all others similarly situated, petition any court of competent
         jurisdiction for the removal of the Trustee with respect to all
         Securities and the appointment of a successor Trustee or Trustees.

                  (e) if the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company, by or pursuant to Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.



                                       45



         Section 6.11. Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein such successor Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.



                                       46



                  (e) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 1.6.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust office.

         Section 6.12. Eligibility; Disqualification. There shall at all times
be a Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $50,000,000 (or, in the case of a Trustee which is a
subsidiary of a bank holding company, which Trustee shall have a combined
capital and surplus of at least $10,000,000 and whose ultimate parent bank
holding company shall have a combined capital and surplus of at least
$50,000,000). If such corporation (or ultimate parent bank holding company, as
the case may be) publishes reports of condition at least annually, pursuant to
law or the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation (or ultimate parent bank
holding company, as the case may be) shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         Section 6.13. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 6.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in



                                       47



good standing under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

                  This is one of the Securities of the series described in the
within-mentioned Indenture.


                                               ---------------------------------
                                               Trustee

                                               By
                                                  ------------------------------
                                                  as Authenticating Agent

                                               By
                                                  ------------------------------
                                                  Authorized Signatory

                                               Dated:
                                                     ---------------------------



                                       48



                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

         Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The
Company shall not consolidate or merge with or into, or sell, convey, assign,
transfer, lease or otherwise dispose of all or substantially all of its assets
to, any Person unless:

                           (1) the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or which acquires
         the Company's assets, is a corporation organized and existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia;

                           (2) the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or which acquires
         the Company's assets, expressly assumes by supplemental indenture all
         the obligations of the Company under the Securities and this Indenture;
         and

                           (3) immediately after giving effect to the
         transaction no Default or Event of Default shall have occurred and be
         continuing.

                  The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate and an Opinion of Counsel each stating that
the proposed transaction and such supplemental indenture comply with this
Indenture and that all conditions precedent to the consummation of the
transaction under this Indenture have been met.

         Section 7.2. Successor Person Substituted for Company. Upon any
consolidation by the Company with or merger of the Company into any other Person
or any sale, conveyance, assignment, transfer, lease or other disposition of all
or substantially all of the assets of the Company to any Person in accordance
with Section 7.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such sale, conveyance, assignment,
transfer, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the coupons.



                                       49



                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

         Section 8.1. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

                           (1) to evidence the succession of another Person to
         the Company and the assumption by any such successor of the covenants
         of the Company herein and in the Securities; or

                           (2) to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Company; or

                           (3) to add any additional Events of Default with
         respect to all or any series of Securities; or

                           (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Bearer Securities (including, without limitation, to
         provide that Bearer Securities may be registrable as to principal only)
         or to facilitate the issuance of Securities in global form; or

                           (5) to amend or supplement any provision contained
         herein or in any supplemental indenture (which amendment or supplement
         may apply to one or more series of Securities or to one or more
         Securities within any series as specified in such supplemental
         indenture), provided that such amendment or supplement does not apply
         to any Outstanding Security issued prior to the date of such
         supplemental indenture and entitled to the benefits of such provision;
         or

                           (6) to secure the Securities; or

                           (7) to establish the form or terms of Securities of
         any series as permitted by Sections 2.1 and 3.1; or

                           (8) to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.11; or

                           (9) if allowed without penalty under applicable laws
         and regulations, to permit payment in the United States of principal,
         premium, if any, or interest, if any, on Bearer Securities or coupons,
         if any; or



                                       50



                           (10) to cure any ambiguity or correct any mistake or
         to correct or supplement any provision herein which may be inconsistent
         with any other provision herein or to make any other provisions with
         respect to matters or questions arising under this Indenture, provided
         such action shall not adversely affect the interests of any Holder of
         Securities of any series; or

                           (11) to make any change to comply with the Trust
         Indenture Act of 1939 or any amendment thereof, or any requirement of
         the Securities and Exchange Commission in connection with the
         qualification of this Indenture under the Trust Indenture Act of 1939
         or any amendment thereof.

         Section 8.2. Supplemental Indentures With Consent of Holders. With the
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee
may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of such Securities; provided, however, that without the consent of the Holder of
each Outstanding Security affected thereby, an amendment under this Section may
not:

                           (1) change the Stated Maturity of the principal of or
         premium, if any, on or of any installment of principal of or premium,
         if any, or interest, if any, on, or Additional Amounts, if any, with
         respect to, any Security, or reduce the principal amount of, or any
         installment of principal of, or premium, if any, or interest, if any,
         on, or any Additional Amounts payable with respect to, any Security or
         the rate of interest on any Security, or reduce the amount of premium,
         if any, payable upon redemption of any Security or the repurchase by
         the Company of any Security at the option of the Holder thereof, or
         change the manner in which the amount of any principal thereof or
         premium, if any, or interest thereon or Additional Amounts, if any,
         with respect thereto is determined, or reduce the amount of the
         principal of any Original Issue Discount Security or Indexed Security
         that would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 5.2, or change the currency in
         which any Securities or any premium or the interest thereon or
         Additional Amounts, if any, with respect thereto, is payable, or change
         the index, securities or commodities with reference to which or the
         formula by which the amount of principal or any premium or the interest
         thereon is determined, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date or, in
         the case of repurchase by the Company at the option of the Holder, on
         or after the date for repurchase);

                           (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture;



                                       51



                           (3) change any obligation of the Company to maintain
         an office or agency in the places and for the purposes specified in
         Section 9.2; or

                           (4) make any change in Section 5.7 or this 8.2 except
         to increase any percentage or to provide that certain other provisions
         of this Indenture cannot be modified or waived without the consent of
         the Holders of each Outstanding Security affected thereby.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                  It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

         Section 8.3. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities of one or more series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

         Section 8.4. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         Section 8.5. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

         Section 8.6. Reference in Securities to Supplemental Indentures.
Securities, including any coupons, of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities including any coupons of such series.



                                       52



                                    ARTICLE 9

                                    COVENANTS

         Section 9.1. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, and premium,
if any, and interest on, and Additional Amounts, if any, with respect to, the
Securities of that series in accordance with the terms of the Securities of such
series, any coupons appertaining thereto and this Indenture. An installment of
principal, premium, if any, interest or Additional Amounts, if any, shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment.

         Section 9.2. Maintenance of Office or Agency. If Securities of a series
are issued as Registered Securities, the Company will maintain in each Place of
Payment for such series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series which is located outside the United States where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that if the Securities of that series are listed
on any stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for that series which is located outside
the United States, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                  Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or coupon for payment, even if the payment would be credited to an
account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium or interest on any such Bearer Security shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium or interest, as the case may be, at all offices or
agencies outside the



                                       53



United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any coupons, if any)
of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities (including any coupons, if any) of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

                  Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates the Borough of Manhattan, The City of New York, as
the Place of Payment for each series of Securities and initially appoints the
Trustee, at its offices which on the date of this Indenture are located at The
Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, as
the Company's agency in the Borough of Manhattan, The City of New York for the
foregoing purposes and as Registrar and Paying Agent. The Company may
subsequently appoint a different office or agency in the Borough of Manhattan,
The City of New York and a different Registrar and Paying Agent for the
Securities of any series.

         Section 9.3. Money for Securities Payments to Be Held in Trust;
Unclaimed Money. If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of, or premium, if any, or interest on, or Additional Amounts, if
any, with respect to, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee in writing of its action or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                           (1) hold all sums held by it for the payment of the
         principal of, premium, if any, or interest on or Additional Amounts, if
         any, with respect to the Securities of that series in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                           (2) give the Trustee notice of any default by the
         Company (or any other obligor upon the Securities of that series) in
         the making of any payment of principal, premium, if any, or interest on
         the Securities; and

                           (3) at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.



                                       54



                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of any principal, premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium, if any, or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
and coupon, if any, shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, or cause to be mailed to
such Holder, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining will
be repaid to the Company.

         Section 9.4. Corporate Existence. Except as provided in Article 7, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if, in
the opinion of the Company, such abandonment or termination is in the best
interests of the Company and not prejudicial in any material respect to the
Holders of the Securities.

         Section 9.5. Insurance. The Company covenants and agrees that it will
maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in such amounts
and covering such risks as are consistent with sound business practice for
corporations engaged in the same or similar business similarly situated. In lieu
of the foregoing or in combination therewith, in case of itself or of any one or
more of its Subsidiaries, the Company will maintain or cause to be maintained a
system or systems of self-insurance which will accord with the financially sound
and approved practices of companies owning or operating properties of a similar
character and maintaining such systems.

         Section 9.6. Reports by the Company. The Company covenants:

                  (a) to file with the Trustee, within 30 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities



                                       55



Exchange Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of such Sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;

                  (b) to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by
the Company with the conditions and covenants provided for in this Indenture, as
may be required from time to time by such rules and regulations; and

                  (c) to transmit to all Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section 9.6, as may be required by the rules
and regulations prescribed from time to time by the Commission.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 9.7. Annual Review Certificate; Notice of Defaults or Events of
Default.

                  (a) The Company covenants and agrees to deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 9.7, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

                  (b) The Company covenants and agrees to deliver to the
Trustee, promptly after the Company becomes aware of the occurrence of a Default
or an Event of Default of the character specified in Section 5.1(4) hereof,
written notice of the occurrence of such Default or Event of Default.

         Section 9.8. Limitation on Liens.

                  (a) The Company will not, and will not permit any Subsidiary
to, incur, assume or guarantee any Debt secured by a Lien on any shares of
capital stock of, or other ownership interests in, any Restricted Subsidiary
("Secured Debt") (whether such capital stock or ownership interests are owned or
outstanding at the date of this Indenture or thereafter acquired or issued, as
the case may be) if, immediately after giving effect thereto, the aggregate
principal amount of all Secured Debt (other than Excluded Debt) would exceed 15%
of the



                                       56



Company's Consolidated Net Tangible Assets, unless the Company provides,
concurrently with or prior to the incurrence, assumption or guarantee of such
Secured Debt, that the Securities shall be secured equally and ratably with (or,
at the option of the Company, prior to) such Secured Debt.

                  (b) The provisions set forth in Section 9.8(a) shall not apply
to Debt secured by the following Liens ("Excluded Debt"): (i) (A) Liens existing
as of the date of this Indenture or (B) Liens relating to contracts entered into
by the Company or any Subsidiary prior to the date of this Indenture; (ii) Liens
securing all or any part of the indebtedness incurred pursuant to that certain
Credit Agreement, dated as of February 10, 2000, by and among the Company, as
Borrower, Bank of America, N.A., as Administrative Agent, Chase Securities Inc.,
as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation
Agent, Paribas, as Co-Documentation, and various financial institutions and
other persons from time to time parties thereto, as Lenders; (iii) Liens on any
shares of capital stock or other ownership interests existing at the time of
acquisition thereof (whether such acquisition is direct or by merger,
acquisition of stock or assets or otherwise) by the Company or any of its
Subsidiaries, provided such Liens were not created in contemplation of or in
connection with such acquisition; (iv) Liens securing Debt owing by any
Subsidiary to the Company or to any other Subsidiary; (v) Liens in favor of
governmental bodies to secure advance, progress or other payments pursuant to
any contract or statute; (vi) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements; (vii) Liens for taxes not yet due or which are
being contested by the Company in good faith; and (viii) Liens for the sole
purpose of extending, renewing or replacing in whole or in part the Debt secured
thereby referred to in the foregoing clauses (i) to (vii), inclusive, or in this
clause (viii); provided, however, that the Debt excluded pursuant to this clause
(viii) shall be excluded only in an amount not to exceed the principal amount of
Debt so secured at the time of such extension, renewal or replacement, and that
such extension, renewal or replacement shall be limited to all or part of the
shares of capital stock or other ownership interests, as the case may be,
subject to the Lien so extended, renewed or replaced.

         Section 9.9. Books of Record and Account; Compliance with Law.

                  (a) The Company will keep, and will cause each Subsidiary to
keep, proper books of record and account, either on a consolidated or individual
basis. The Company shall cause its books of record and account to be examined by
one or more firms of independent public accountants not less frequently than
annually. The Company shall prepare its financial statements in accordance with
GAAP.

                  (b) The Company shall, and shall cause each of its
Subsidiaries to, comply with all statutes, laws, ordinances, or government rules
and regulations to which it is subject, non-compliance with which would
materially adversely affect the business, prospects, earnings, properties,
assets or condition, financial or otherwise, of the Company and its Subsidiaries
taken as a whole.

         Section 9.10. Taxes. The Company shall, and shall cause each of its
Subsidiaries to, pay or discharge or cause to be paid or discharged prior to
delinquency all taxes, assessments and



                                       57



governmental levies the non-payment of which would materially adversely affect
the business, prospects, earnings, properties, assets or condition, financial or
otherwise, of the Company and its Subsidiaries taken as a whole except those
taxes, assessments and governmental levies whose amount, applicability or
validity is being contested in good faith and by appropriate proceedings.

         Section 9.11. Additional Amounts. If any Securities of a series provide
for the payment of Additional Amounts pursuant to Section 3.1(b)(18), the
Company agrees to pay to the Holder of each such Security or any coupon
appertaining thereto Additional Amounts as provided in or pursuant to this
Indenture or such Securities. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or any coupon appertaining thereto,
such mention shall be deemed to include mention of the payment of any Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture
or the Securities of any series, if the Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or similar governmental charge described in the terms of the
Securities of such series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons, and the
Company agrees to pay to the Trustee or such Paying Agent on or prior to the
date such payment is due the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

         Section 9.12. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year, and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.



                                       58



                                   ARTICLE 10

                                   REDEMPTION

         Section 10.1. Applicability of Article. Securities (including coupons,
if any) of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for Securities of any series) in accordance with
this Article.

         Section 10.2. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities, including coupons, if any, shall be
evidenced by or pursuant to a Board Resolution. In the case of any redemption at
the election of the Company of less than all the Securities or coupons, if any,
of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (i) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (ii) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

         Section 10.3. Selection of Securities to Be Redeemed. Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
(including coupons, if any) of a series with the same terms are to be redeemed,
the Trustee, not more than 45 days prior to the Redemption Date, shall select
the Securities of the series to be redeemed in such manner as the Trustee shall
deem fair and appropriate. The Trustee shall make the selection from Securities
of the series that are Outstanding and that have not previously been called for
redemption and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for Securities
of that series. The Trustee shall promptly notify the Company in writing of the
Securities selected by the Trustee for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

                  For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities (including
coupons, if any) shall relate, in the case of any Securities (including coupons,
if any) redeemed or to be redeemed only in part, to the portion of the principal
amount of such Securities (including coupons, if any) which has been or is to be
redeemed.

         Section 10.4. Notice of Redemption. Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

                  All notices of redemption shall state:



                                       59



                           (1) the Redemption Date;

                           (2) the Redemption Price;

                           (3) if less than all the Outstanding Securities of a
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Security
         or Securities to be redeemed;

                           (4) in case any Security is to be redeemed in part
         only, the notice which relates to such Security shall state that on and
         after the Redemption Date, upon surrender of such Security, the holder
         will receive, without a charge, a new Security or Securities of
         authorized denominations for the principal amount thereof remaining
         unredeemed;

                           (5) the Place or Places of Payment where such
         Securities, together in the case of Bearer Securities with all coupons
         appertaining thereto, if any, maturing after the Redemption Date, are
         to be surrendered for payment of the Redemption Price;

                           (6) that Securities of the series called for
         redemption and all unmatured coupons, if any, appertaining thereto must
         be surrendered to the Paying Agent to collect the Redemption Price;

                           (7) that, on the Redemption Date, the Redemption
         Price, together with (except as otherwise set forth in Section 10.6 or
         as may otherwise be specified with respect to such Securities pursuant
         to Section 3.1) accrued and unpaid interest, if any, on and Additional
         Amounts, if any, with respect to the Securities (or portions thereof)
         to be redeemed, will become due and payable upon each such Security, or
         the portion thereof, to be redeemed and, if applicable, that interest
         thereon will cease to accrue on and after said date;

                           (8) that the redemption is for a sinking fund, if
         such is the case;

                           (9) that, unless otherwise specified in such notice,
         Bearer Securities of any series, if any, surrendered for redemption
         must be accompanied by all coupons maturing subsequent to the
         Redemption Date or the amount of any such missing coupon or coupons
         will be deducted from the Redemption Price, unless security or
         indemnity satisfactory to the Company, the Trustee and any Paying Agent
         is furnished; and

                           (10) the CUSIP number, if any, of the Securities.

                  Notice of redemption of Securities to be redeemed shall be
given by the Company or, at the Company's request, by the Trustee in the name
and at the expense of the Company.

         Section 10.5. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article 11, segregate and hold in
trust as provided in Section 9.3) an amount of money in the currency in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section



                                       60



3.1 for the Securities of such series) sufficient to pay on the Redemption Date
the Redemption Price of, and (unless the Redemption Date shall be an Interest
Payment Date) interest accrued to the Redemption Date on, all Securities or
portions thereof which are to be redeemed on that date.

                  Unless any Security by its terms prohibits any sinking fund
payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

         Section 10.6. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified (together with (except as otherwise set forth in this Section
10.6 or as may otherwise be specified with respect to such Securities pursuant
to Section 3.1) accrued interest, if any, thereon and Additional Amounts, if
any, with respect thereto to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for any such interest appertaining to any Bearer Security so to be redeemed,
except to the extent provided below, shall be void. Except as provided in the
next succeeding paragraph, upon surrender of any such Security, including
coupons, if any, for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest and Additional Amounts, if any, to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 9.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.



                                       61



                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
or prescribed therefor in the Security.

         Section 10.7. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part at any Place of Payment therefor (with, if the Company
or the Trustee so required, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities of the same
series, having the same form, terms and Stated Maturity, in any authorized
denomination equal in aggregate principal amount to the unredeemed portion of
the principal amount of the Security surrendered.

                                   ARTICLE 11

                                  SINKING FUNDS

         Section 11.1. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.
The Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 11.3. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering



                                       62



and crediting Securities of that series pursuant to Section 11.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first above written.


                                    FIDELITY NATIONAL FINANCIAL, INC.


                                    By: /s/ MARLAN WALKER
                                        ----------------------------------------
                                        Name: Marlan Walker
                                        Title: Executive Vice President, Legal

                                    By: /s/ HILARY BURKEMPER
                                        ----------------------------------------
                                        Name: Hilary Burkemper
                                        Title: Assistant Corporate Secretary

                                    THE BANK OF NEW YORK


                                    By: /s/ MICHAEL PITFICK
                                        ----------------------------------------
                                        Name: Michael Pitfick



                                       63

                                                                     Exhibit 4.2


                                 CERTIFICATE OF
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                       AND
                VICE PRESIDENT AND ASSISTANT CORPORATE SECRETARY
                   PURSUANT TO SECTIONS 1.2, 2.1, 3.1 AND 3.3
                                OF THE INDENTURE




                  The undersigned, Alan L. Stinson and Hilary Burkemper, do
hereby certify that they are the duly appointed and acting Executive Vice
President and Chief Financial Officer and Vice President and Assistant Corporate
Secretary, respectively, of FIDELITY NATIONAL FINANCIAL, INC., a Delaware
corporation (the "Company"). Each of the undersigned also hereby certifies in
such capacities, pursuant to Sections 1.2, 2.1, 3.1 and 3.3 of the Indenture
dated as of August 20, 2001 between the Company and The Bank of New York, as
Trustee (the "Indenture"), that:


                  A. There has been established pursuant to resolutions duly
adopted by the Board of Directors of the Company and a duly authorized committee
thereof (a copy of such resolutions being attached hereto as Exhibit A), a
series of Securities (as that term is defined in the Indenture) to be issued
under the Indenture, with the following terms:

                  1. The title of the Securities of the series is "7.30% Notes
         due August 15, 2011" (the "Notes"), CUSIP number 316326AC1.

                  2. The limit upon the aggregate principal amount of the Notes
         which may be authenticated and delivered under the Indenture (except
         for Notes authenticated and delivered upon registration of transfer of,
         or in exchange for, or in lieu of other Notes pursuant to Sections 3.4,
         3.5, 3.6, 8.6 or 10.7 of the Indenture) is $250,000,000. The limit upon
         the aggregate principal amount of the Notes may be increased by the
         Company without the consent of the holders of any outstanding Notes.

                  3. The date on which the principal of the Notes is payable,
         unless accelerated pursuant to the Indenture, shall be August 15, 2011.

                  4. The rates at which the Notes shall bear interest shall be
         7.30% per annum.

                  5. The date from which interest shall accrue on the Notes
         shall be August 20, 2001.

                  6. The Interest Payment Dates on which interest on the Notes
         shall be payable are August 15 and February 15. The initial Interest
         Payment Date shall be February 15, 2002. The Regular Record Dates for
         the interest payable on the Notes on any Interest Payment Date shall be
         the August 1 and February 1, as the case may be, immediately preceding
         such Interest Payment Date. Interest on the Notes shall be payable to
         the persons in whose name the Notes are registered at




the close of business on the Regular Record Date (as defined in the Indenture)
for such interest payment, except that interest payable on August 15, 2011 shall
be payable to the persons to whom principal is payable on such date.

                  7. The place or places where the principal of and interest on
         the Notes shall be payable is at the agency of the Trustee maintained
         for that purpose at the office of The Bank of New York, 101 Barclay
         Street, Floor 21W, New York, New York 10286; provided that payment of
         interest, other than at Stated Maturity (as defined in the Indenture),
         may be made at the option of the Company by check mailed to the address
         of the person entitled thereto as such address shall appear in the
         Register (as defined in the Indenture); and provided further that the
         Depository (as defined in the Indenture), or its nominee, as holder of
         Notes in global form, shall be entitled to receive payments of interest
         by wire transfer of immediately available funds.

                  8. The Notes shall be redeemable at the option of the Company,
         at any time in whole or from time to time in part, at a price (the
         "Redemption Price") equal to the greater of (i) 100% of the principal
         amount of the Notes to be redeemed and (ii) the sum of the present
         values of the remaining scheduled payments of principal and interest on
         the Notes to be redeemed, exclusive of interest accrued to the date of
         redemption (the "Redemption Date"), discounted to the Redemption Date
         on a semiannual basis (assuming a 360-day year consisting of twelve
         30-day months) at the applicable Treasury Yield plus 30 basis points,
         plus accrued interest thereon to the Redemption Date. The Notes called
         for redemption shall become due on the Redemption Date.

                  For purposes of determining the Redemption Price, the
         following definitions are applicable:

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by an Independent Investment Banker as having a
         maturity comparable to the remaining term of the Notes that would be
         utilized, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
         Redemption Date:

                  the average of the bid and the asked prices for the Comparable
                  Treasury Issue, expressed as a percentage of its principal
                  amount, at 4:00 p.m. on the third business day preceding that
                  Redemption Date, as set forth on "Telerate Page 500," or such
                  other page as may replace Telerate Page 500;
                  or

                  if Telerate Page 500, or any successor page, is not displayed
                  or does not contain bid and/or asked prices for the Comparable
                  Treasury Issue at that

                                       2



                  time, the average of the Reference Treasury Dealer Quotations
                  obtained by the Trustee for that Redemption Date, after
                  excluding the highest and lowest of such Reference Treasury
                  Dealer Quotations, or, if the Trustee is unable to obtain at
                  least four such Reference Treasury Dealer Quotations, the
                  average of all Reference Treasury Dealer Quotations obtained
                  by the Trustee.

                  "Independent Investment Banker" means Lehman Brothers Inc. and
         any successors or, if it is unwilling or unable to select the
         applicable Comparable Treasury Issue, an independent investment banking
         institution of national standing appointed by the Trustee and
         reasonably acceptable to the Company.

                  "Reference Treasury Dealer" means Lehman Brothers Inc. and any
         successors and four other primary United States government securities
         dealers in New York City selected by the Independent Investment Banker
         (each, a "Primary Treasury Dealer"); provided that, if any of the
         foregoing ceases to be a Primary Treasury Dealer, the Company shall
         substitute another Primary Treasury Dealer therefor.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, an average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue for the Notes, expressed in each case as a
         percentage of its principal amount, quoted in writing to the Trustee by
         the Reference Treasury Dealer at 5:00 p.m., New York City time, on the
         third business day preceding the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
         the rate per annum equal to the semiannual equivalent yield to
         maturity, computed as of the third business day immediately preceding
         the Redemption Date, of the Comparable Treasury Issue, assuming a price
         for the Comparable Treasury Issue, expressed as a percentage of its
         principal amount, equal to the applicable Comparable Treasury Price for
         the Redemption Date.

                  9. There is no obligation of the Company to redeem or purchase
         the Notes pursuant to any sinking fund or analogous provisions, or to
         repay any of the Notes prior to Stated Maturity at the option of a
         holder thereof.

                  10. The Notes shall be issued in fully registered form in
         denominations of $1,000 or any amount in excess thereof which is an
         integral multiple of $1,000.

                  11. The principal amount of the Notes shall be payable upon
         declaration of acceleration of the maturity thereof pursuant to Section
         5.2 of the Indenture.

                  12. Section 9.8 of the Indenture shall be deemed to be
         amended, for purposes of the Notes only, to delete the provisions
         appearing therein in their entirety and to replace such provisions with
         the following:

                                       3


                  "Section 9.8. Limitation on Liens. The Company shall not, and
         shall not permit any of its Restricted Subsidiaries to, incur, assume
         or guarantee any Debt secured by a Lien on any part of its property,
         whether now owned or hereafter acquired, without effectively securing
         the Notes equally and ratably with that Debt, other than the following:

                           (a) any Lien created under the Credit Agreement (as
                  defined below) or any document executed and delivered pursuant
                  to or in accordance with the requirements thereof;

                           (b) Liens for taxes, fees, assessments or other
                  governmental charges which are not delinquent or remain
                  payable without penalty, or to the extent that non-payment
                  thereof is being contested in good faith and by proper
                  proceedings, if the Company or the applicable Restricted
                  Subsidiary has maintained adequate reserves (in the good faith
                  judgment of the management of the Company) with respect
                  thereto in accordance with GAAP;

                           (c) carriers', warehousemen's, mechanics',
                  landlords', materialmen's, repairmen's or other similar Liens
                  arising in the ordinary course of business which are not
                  delinquent or remain payable without penalty or which are
                  being contested in good faith by appropriate proceedings
                  diligently prosecuted;

                           (d) Liens existing on August 20, 2001;

                           (e) Liens consisting of pledges or deposits of cash
                  or securities made by any Restricted Subsidiary in the
                  insurance business as a condition to obtaining or maintaining
                  any licenses issued to it by, or to satisfy the requirements
                  of, any administrative or governmental body of the state of
                  domicile of such Restricted Subsidiary responsible for the
                  regulation thereof;

                           (f) Liens consisting of judgment or judicial
                  attachment Liens (other than arising as a result of claims
                  under or related to insurance contracts or policies,
                  retrocession agreements or reinsurance agreements); provided
                  that the enforcement of such Liens is effectively stayed or
                  fully covered by insurance and all such Liens in the aggregate
                  at any time outstanding for the Company and its Restricted
                  Subsidiaries do not exceed $20,000,000;

                           (g) Liens on assets subject to, and securing
                  obligations in respect of, leases that, in conformity with
                  GAAP, are, or are required to be, accounted for as capital
                  leases on the applicable balance sheet, which are entered into
                  in the ordinary course of business and are non-recourse to the
                  Company or its Restricted Subsidiaries, and other such leases
                  in an aggregate amount not to exceed $15,000,000 at any one
                  time outstanding;

                                       4



                           (h) Liens securing obligations permitted under
                  Sections 8.4(f) and (g) of the Credit Agreement, to the extent
                  such Liens are identified and permitted under such sections;

                           (i) Liens arising as a result of claims under or
                  related to insurance contracts or policies, reinsurance
                  agreements or retrocession agreements in the ordinary course
                  of business, or securing Debt of Restricted Subsidiaries in
                  the insurance business incurred or assumed in connection with
                  the settlement of claim losses in the ordinary course of
                  business of such Restricted Subsidiaries;

                           (j) Liens on assets of a Person that becomes a
                  Restricted Subsidiary after August 20, 2001 securing Debt of
                  such Person, which Liens and Debt previously existed and were
                  not created in contemplation of such acquisition, and which
                  Liens are not spread to cover any other property;

                           (k) Liens on assets of the Company or its Restricted
                  Subsidiaries securing Debt owed to the Company or a Restricted
                  Subsidiary;

                           (l) so long as no Default or Event of Default has
                  occurred and is continuing, other Liens securing obligations
                  in an aggregate amount not exceeding $20,000,000; and

                           (m) any extension, renewal or replacement of the
                  foregoing; provided that the Liens permitted hereby shall not
                  be spread to cover any additional Debt or property (other than
                  a substitution of like property).

         For purposes of this Section 9.8, "Credit Agreement" shall mean the
         Credit Agreement dated as of February 10, 2000 among the Company, Bank
         of America, N.A., as Administrative Agent, Chase Securities Inc., as
         Syndication Agent, Morgan Stanley Senior Funding, Inc., as
         Documentation Agent, Paribas, as Co-Documentation Agent, and the
         financial institutions and other persons from time to time parties
         thereto, as amended, supplemented, amended and restated or otherwise
         modified from time to time. For purposes of this Section 9.8, the term
         "Restricted Subsidiary" shall include all Subsidiaries of the Company
         except FNF Capital, Inc., Fidelity Asset Management, Inc., Micro
         General Corporation, Fidelity National Information Solutions, Inc., any
         of their respective Subsidiaries, and any other Person defined as an
         "Excluded Subsidiary" under the terms of the Credit Agreement.

                  13. Section 5.1(4) of the Indenture shall be deemed to be
         amended, for purposes of the Notes only, to delete the provision
         appearing therein in its entirety and to replace such provision with
         the following:

                                       5



                  "(4) default in the payment when due of amounts payable under
         any bond, note, debenture or other evidence of Debt of the Company
         (including such default with respect to any other series of
         Securities), or under any mortgage, indenture or other instrument under
         which there may be issued or by which there may be secured or evidenced
         any Debt of the Company, whether such Debt exists on the date of this
         Indenture or shall hereafter be incurred or created, in an aggregate
         amount exceeding $20,000,000, or default under any such evidence of
         Debt (including default with respect to any other series of
         Securities), or under any such other instrument, which results in such
         Debt in an aggregate principal amount exceeding $20,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise have become due and payable, and such outstanding amount
         shall not be paid in full, such acceleration shall not be rescinded or
         annulled or such Debt shall not be paid in full, or there shall not be
         deposited into trust a sum of money sufficient to pay in full such
         outstanding amount or such Debt, within a period of 10 days after there
         shall have been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in aggregate principal amount of the Notes a written notice
         specifying such default and requiring the Company to cause such
         outstanding amount to be paid in full, such acceleration to be
         rescinded or annulled, or such Debt to be paid in full, or to deposit
         into trust a sum of money sufficient to pay in full such outstanding
         amount or Debt and stating that such notice is a "Notice of Default"
         hereunder;"

                  14. The Notes shall be defeasible as provided in Sections 4.4
         and 4.5 of the Indenture.

                  15. The Notes shall be issued in global form. The Depository
         Trust Company shall be the Depository for the Notes in global form. The
         Notes shall only be transferred in accordance with the provisions of
         Section 3.5 of the Indenture.

                  B. The form of the global Security representing the Notes is
attached hereto as Exhibit B.


                  C. The Trustee is appointed as Registrar and Paying Agent.

                  D. The foregoing form and terms of the Notes have been
established in conformity with the provisions of the Indenture.

                  E. The undersigned have read the provisions of Sections 3.1
and 3.3 of the Indenture and the definitions relating thereto and the
resolutions adopted by the Board of Directors of the Company and a duly
authorized committed thereof delivered herewith and have examined the form of
global Security representing the Notes. In the opinion of each of the
undersigned, each has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment,
authentication and delivery of the series of Securities under the Indenture,
designated as

                                       6



the Notes in this Certificate, have been complied with. In the opinion of each
of the undersigned, all such conditions precedent have been complied with.

                  F. The undersigned, by execution of this Certificate, hereby
certify the actions taken by the Board of Directors of the Company and the duly
authorized committee thereof in determining and setting the specific terms of
the Notes and hereby further certify that attached hereto as Exhibits A and B,
respectively, are a copy of resolutions duly adopted by the Board of Directors
of the Company on August 10, 2001 and a duly authorized committee thereof on
August 13, 2001 pursuant to which the terms of the Notes set forth above have
been established and the form of global Security representing the Notes as duly
approved by the Board of Directors of the Company and such committee.

                  [Remainder of page intentionally left blank]

                                       7


                   IN WITNESS WHEREOF, the undersigned have hereunto executed
 this Certificate as of the 20th day of August, 2001.


                                                    /s/ ALAN L. STINSON
                                                    ----------------------------
                                                    Alan L. Stinson
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                                    /s/ HILARY BURKEMPER
                                                    ----------------------------
                                                    Hilary Burkemper
                                                    Vice President and Assistant
                                                    Corporate Secretary



                                      S-1



                                   EXHIBIT A

                                 [Resolutions]







                                   EXHIBIT B

                           [Form of Global Security]

                                                                     Exhibit 4.3

                                 CERTIFICATE OF
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                       AND
                VICE PRESIDENT AND ASSISTANT CORPORATE SECRETARY
                    PURSUANT TO SECTIONS 1.2,2.1,3.1 AND 3.3
                                OF THE INDENTURE

         The undersigned, Alan L. Stinson and Hilary Burkemper, do hereby
certify that they are the duly appointed and acting Executive Vice President and
Chief Financial Officer and Vice President and Assistant Corporate Secretary,
respectively, of FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the
"Company"). Each of the undersigned also hereby certifies in such capacities,
pursuant to Sections 1.2,2.1, 3.1 and 3.3 of the Indenture dated as of August
20, 2001 between the Company and The Bank of New York, as Trustee (the
"Indenture"), that:

         A. There has been established pursuant to resolutions duly adopted by
the Board of Directors of the Company and a duly authorized committee thereof (a
copy of such resolutions being attached hereto as Exhibit A), a series of
Securities (as that term is defined in the Indenture) to be issued under the
Indenture, with the following terms:

                  1. The title of the Securities of the series is 5.25% Notes
         due March 15, 2013" (the "Notes"), CUSIP number 316326AD9.

                  2. The limit upon the aggregate principal amount of the Notes
         which may be authenticated and delivered under the Indenture (except
         for Notes authenticated and delivered upon registration of transfer of,
         or in exchange for, or in lieu of other Notes pursuant to Sections 3.4,
         3.5, 3.6, 8.6 or 10.7 of the Indenture) is $250,000,000. The limit upon
         the aggregate principal amount of the Notes may be increased by the
         Company without the consent of the holders of any outstanding Notes.

                  3. The date on which the principal of the Notes is payable,
         unless accelerated pursuant to the Indenture, shall be March 15, 2013.

                  4. The rate at which the Notes shall bear interest shall be
         5.25% per annum.

                  5. The date from which interest shall accrue on the Notes
         shall be March 11, 2003.

                  6. The Interest Payment Dates on which interest on the Notes
         shall be payable are March 15 and September 15. The initial Interest
         Payment Date shall be September 15, 2003. The Regular Record Dates for
         the interest payable on the Notes on any Interest Payment Date shall be
         the March 1 and September 1, as the case may be, immediately preceding
         such Interest Payment Date. Interest on the Notes shall be payable to
         the persons in whose name the Notes are registered at the close of
         business on the Regular Record Date (as defined in the Indenture) for
         such interest payment, except that





         interest payable on March 15, 2013 shall be payable to the persons to
         whom principal is payable on such date.

                  7. The place or places where the principal of and interest on
         the Notes shall be payable is at the agency of the Trustee maintained
         for that purpose at the office of The Bank of New York, 101 Barclay
         Street, Floor 21W, New York, New York 10286; provided that payment of
         interest, other than at Stated Maturity (as defined in the Indenture),
         may be made at the option of the Company by check mailed to the address
         of the person entitled thereto as such address shall appear in the
         Register (as defined in the Indenture); and provided further that the
         Depository (as defined in the Indenture), or its nominee, as holder of
         Notes in global form, shall be entitled to receive payments of interest
         by wire transfer of immediately available funds.

                  8. The Notes shall be redeemable at the option of the Company,
         at any time in whole or from time to time in part, at a price (the
         "Redemption Price") equal to the greater of (i) 100% of the principal
         amount of the Notes to be redeemed and (ii) the sum of the present
         values of the remaining scheduled payments of principal and interest on
         the Notes to be redeemed, exclusive of interest accrued to the date of
         redemption (the "Redemption Date"), discounted to the Redemption Date
         on a semiannual basis (assuming a 360-day year consisting of twelve
         30-day months) at the applicable Treasury Yield plus 30 basis points,
         plus accrued interest thereon to the Redemption Date. The Notes called
         for redemption shall become due on the Redemption Date.

                  For purposes of determining the Redemption Price, the
         following definitions are applicable:

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by an Independent Investment Banker as having a
         maturity comparable to the remaining term of the Notes that would be
         utilized, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
                  Redemption Date:

                  the average of the bid and the asked prices for the Comparable
                  Treasury Issue, expressed as a percentage of its principal
                  amount, at 4:00 p.m. on the third business day preceding that
                  Redemption Date, as set forth on "Telerate Page 500," or such
                  other page as may replace Telerate Page 500; or

                  if Telerate Page 500, or any successor page, is not displayed
                  or does not contain bid and/or asked prices for the Comparable
                  Treasury Issue at that time, the average of the Reference
                  Treasury Dealer Quotations obtained by the Trustee for that
                  Redemption Date, after excluding the highest and lowest of
                  such Reference Treasury Dealer Quotations, or, if the Trustee
                  is unable to obtain at least four such Reference Treasury
                  Dealer Quotations, the average of all Reference Treasury
                  Dealer Quotations obtained by the Trustee.




                                       2



                  "Independent Investment Banker" means Lehman Brothers Inc. and
         any successors or, if it is unwilling or unable to select the
         applicable Comparable Treasury Issue, an independent investment banking
         institution of national standing appointed by the Trustee and
         reasonably acceptable to the Company.

                  "Reference Treasury Dealer" means Lehman Brothers Inc. and any
         successors and four other primary United States government securities
         dealers in New York City selected by the Independent Investment Banker
         (each, a "Primary Treasury Dealer"); provided that, if any of the
         foregoing ceases to be a Primary Treasury Dealer, the Company shall
         substitute another Primary Treasury Dealer therefor.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, an average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue for the Notes, expressed in each case as a
         percentage of its principal amount, quoted in writing to the Trustee by
         the Reference Treasury Dealer at 5:00 p.m., New York City time, on the
         third business day preceding the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
         the rate per annum equal to the semiannual equivalent yield to
         maturity, computed as of the third business day immediately preceding
         the Redemption Date, of the Comparable Treasury Issue, assuming a price
         for the Comparable Treasury Issue, expressed as a percentage of its
         principal amount, equal to the applicable Comparable Treasury Price for
         the Redemption Date.

                  9. There is no obligation of the Company to redeem or purchase
         the Notes pursuant to any sinking fund or analogous provisions, or to
         repay any of the Notes prior to Stated Maturity at the option of a
         holder thereof.

                  10. The Notes shall be issued in fully registered form in
         denominations of $1,000 or any amount in excess thereof which is an
         integral multiple of $1,000.

                  11. The principal amount of the Notes shall be payable upon
         declaration of acceleration of the maturity thereof pursuant to Section
         5.2 of the Indenture.

                  12. Section 9.8 of the Indenture shall be deemed to be
         amended, for purposes of the Notes only, to delete the provisions
         appearing therein in their entirety and to replace such provisions with
         the following:

                  "Section 9.8. Limitation on Liens. The Company shall not, and
         shall not permit any of its Restricted Subsidiaries to, incur, assume
         or guarantee any Debt secured by a Lien on any part of its property,
         whether now owned or hereafter acquired, without effectively securing
         the Notes equally and ratably with that Debt, other than the following:




                                       3



                  (a) any Lien created under the Credit Agreement (as defined
         below) or any document executed and delivered pursuant to or in
         accordance with the requirements thereof;

                  (b) Liens for taxes, fees, assessments or other governmental
         charges which are not delinquent or remain payable without penalty, or
         to the extent that non-payment thereof is being contested in good faith
         and by proper proceedings, if the Company or the applicable Restricted
         Subsidiary has maintained adequate reserves (in the good faith judgment
         of the management of the Company) with respect thereto in accordance
         with GAAP;

                  (c) carriers', warehousemen' s, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty or which are being contested in good faith by
         appropriate proceedings diligently prosecuted;

                  (d) Liens existing on August 20, 2001;

                  (e) Liens consisting of pledges or deposits of cash or
         securities made by any Restricted Subsidiary in the insurance business
         as a condition to obtaining or maintaining any licenses issued to it
         by, or to satisfy the requirements of, any administrative or
         governmental body of the state of domicile of such Restricted
         Subsidiary responsible for the regulation thereof;

                  (f) Liens consisting of judgment or judicial attachment Liens
         (other than arising as a result of claims under or related to insurance
         contracts or policies, retrocession agreements or reinsurance
         agreements); provided that the enforcement of such Liens is effectively
         stayed or fully covered by insurance and all such Liens in the
         aggregate at any time outstanding for the Company and its Restricted
         Subsidiaries do not exceed $20,000,000;

                  (g) Liens on assets subject to, and securing obligations in
         respect of, leases that, in conformity with GAAP, are, or are required
         to be, accounted for as capital leases on the applicable balance sheet,
         which are entered into in the ordinary course of business and are
         non-recourse to the Company or its Restricted Subsidiaries, and other
         such leases in an aggregate amount not to exceed $15,000,000 at any one
         time outstanding;

                  (h) Liens securing obligations permitted under Sections 8.4(f)
         and (g) of the Credit Agreement, to the extent such Liens are
         identified and permitted under such sections;

                  (i) Liens arising as a result of claims under or related to
         insurance contracts or policies, reinsurance agreements or retrocession
         agreements in the ordinary course of business, or securing Debt of
         Restricted Subsidiaries in the




                                       4



         insurance business incurred or assumed in connection with the
         settlement of claim losses in the ordinary course of business of such
         Restricted Subsidiaries;

                  (j) Liens on assets of a Person that becomes a Restricted
         Subsidiary after August 20, 2001 securing Debt of such Person, which
         Liens and Debt previously existed and were not created in contemplation
         of such acquisition, and which Liens are not spread to cover any other
         property;

                  (k) Liens on assets of the Company or its Restricted
         Subsidiaries securing Debt owed to the Company or a Restricted
         Subsidiary;

                  (l) so long as no Default or Event of Default has occurred and
         is continuing, other Liens securing obligations in an aggregate amount
         not exceeding $20,000,000; and

                  (m) any extension, renewal or replacement of the foregoing;
         provided that the Liens permitted hereby shall not be spread to cover
         any additional Debt or property (other than a substitution of like
         property).

For purposes of this Section 9.8, "Credit Agreement" shall mean the Credit
Agreement dated as of February 10, 2000 among the Company, Bank of America,
N.A., as Administrative Agent, Chase Securities Inc., as Syndication Agent,
Morgan Stanley Senior Funding, Inc., as Documentation Agent, Paribas, as
Co-Documentation Agent, and the financial institutions and other persons from
time to time parties thereto, as amended, supplemented, amended and restated or
otherwise modified from time to time. For purposes of this Section 9.8, the term
"Restricted Subsidiary" shall include all Subsidiaries of the Company except FNF
Capital, Inc., Fidelity Asset Management, Inc., Micro General Corporation,
Fidelity National Information Solutions, Inc., any of their respective
Subsidiaries, and any other Person defined as an "Excluded Subsidiary" under the
terms of the Credit Agreement.

         13. Section 5.1(4) of the Indenture shall be deemed to be amended, for
purposes of the Notes only, to delete the provision appearing therein in its
entirety and to replace such provision with the following:

         "(4) default in the payment when due of amounts payable under any bond,
note, debenture or other evidence of Debt of the Company (including such default
with respect to any other series of Securities), or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any Debt of the Company, whether such Debt exists on
the date of this Indenture or shall hereafter be incurred or created, in an
aggregate amount exceeding $20,000,000, or default under any such evidence of
Debt (including default with respect to any other series of Securities), or
under any such other instrument, which results in such Debt in an aggregate
principal amount exceeding $20,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, and such outstanding amount shall not be paid in full, such
acceleration






                                       5



         shall not be rescinded or annulled or such Debt shall not be paid in
         full, or there shall not be deposited into trust a sum of money
         sufficient to pay in full such outstanding amount or such Debt, within
         a period of 10 days after there shall have been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Notes a written notice specifying such default and requiring the
         Company to cause such outstanding amount to be paid in full, such
         acceleration to be rescinded or annulled, or such Debt to be paid in
         full, or to deposit into trust a sum of money sufficient to pay in full
         such outstanding amount or Debt and stating that such notice is a
         "Notice of Default" hereunder;"

                  14. The Notes shall be defeasible as provided in Sections 4.4
         and 4.5 of the Indenture.

                  15. The Notes shall be issued in global form. The Depository
         Trust Company shall be the Depository for the Notes in global form. The
         Notes shall only be transferred in accordance with the provisions of
         Section 3.5 of the Indenture.

                  B. The form of the global Security representing the Notes is
         attached hereto as Exhibit B.


                  C. The Trustee is appointed as Registrar and Paying Agent.

                  D. The foregoing form and terms of the Notes have been
         established in conformity with the provisions of the Indenture.

                  E. The undersigned have read the provisions of Sections 3.1
and 3.3 of the Indenture and the definitions relating thereto and the
resolutions adopted by the Board of Directors of the Company and a duly
authorized committed thereof delivered herewith and have examined the form of
global Security representing the Notes. In the opinion of each of the
undersigned, each has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment,
authentication and delivery of the series of Securities under the Indenture,
designated as the Notes in this Certificate, have been complied with. In the
opinion of each of the undersigned, all such conditions precedent have been
complied with.

                  F. The undersigned, by execution of this Certificate, hereby
certify the actions taken by the Board of Directors of the Company and the duly
authorized committees thereof in determining and setting the specific terms of
the Notes and hereby further certify that attached hereto as Exhibits A and B,
respectively, are (i) copies of resolutions duly adopted by the Board of
Directors of the Company on January 28, 2003 and by duly authorized committees
thereof on March 5, 2003 and March 6, 2003 pursuant to which the terms of the
Notes set forth above have been established and (ii) the form of global Security
representing the Notes as duly approved by the Board of Directors of the Company
and such committees.

                  [Remainder of page intentionally left blank]




                                       6



         IN WITNESS WHEREOF, I have hereunto set my hand as of this 1lth day of
March, 2003.




                                    /s/ ALAN L. STINSON
                                    -------------------
                                    Alan L. Stinson
                                    Executive Vice President and
                                    Chief Financial Officer


                                    /s/ HILARY BURKEMPER
                                    --------------------
                                    Hilary Burkemper
                                    Vice President and
                                    Assistant Corporate Secretary



                                       7



                                   EXHIBIT A
                                 [Resolutions]





                                   EXHIBIT B
                           [Form of Global Security]

                                                                     Exhibit 4.4

                          First Supplemental Indenture

         FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of November  , 2005, between Fidelity National Financial, Inc., a Delaware
corporation (the "Company") and The Bank of New York, a New York banking
corporation (the "Trustee").

         WHEREAS, pursuant to the Indenture dated as of August 20, 2001, between
the Company and the Trustee (the "Base Indenture"), as amended by the
certificates of Executive Vice President and Chief Financial Officer and Vice
President and Assistant Corporate Secretary dated as of August 20, 2001 and
March 11, 2003 (the "Officers' Certificates"); the Base Indenture as amended by
the relevant Officers' Certificate in respect of each series of Securities (as
defined below), the "Original Indenture"; and the Original Indenture as amended
hereby, the "Indenture"; the Company issued its 7.30% Notes due August 15, 2011
in the aggregate principal amount of $250,000,000 (CUSIP No. 316326AC1) and its
5.25% Notes due March 15, 2013 in the aggregate principal amount of $250,000,000
(CUSIP No. 316326AD9) (the "Securities");

         WHEREAS, the Company is party to a Separation Agreement with Fidelity
National Title Group, Inc. ("FNT") whereby FNT agreed to conduct exchange offers
in which FNT would offer to exchange newly-issued notes of FNT for the
Securities;

         WHEREAS, in connection with such exchange offers and in accordance with
Section 8.2 of the Original Indenture, the Company has obtained the consent of
the holders of a majority of the aggregate principal amount of each series of
the outstanding Securities to amend the Original Indenture;

         NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed for the benefit of all holders of the Securities
as follows:

         Section 1. (a)(i) The definition of "Bankruptcy Law" set forth in
Section 1.1 of the Original Indenture is hereby deleted in its entirety.

         (ii) The definition of "Consolidated Net Tangible Assets" set forth in
Section 1.1 of the Original Indenture is hereby deleted in its entirety.

         (iii) The definition of "Excluded Debt" set forth in Section 1.1 of the
Original Indenture is hereby deleted in its entirety.

         (iv) The definition of "Restricted Subsidiary" set forth in Section 1.1
of the Original Indenture is hereby deleted in its entirety.

         (v) The definition of "Secured Debt" set forth in Section 1.1 of the
Original Indenture is hereby deleted in its entirety.

         (b) Section 5.1 of the Original Indenture is hereby amended by
replacing the entirety of the text of each of clauses (4), (5), (6) and (7)
thereof with the words "Intentionally omitted."




         (c) Article 7 of the Original Indenture is hereby amended by replacing
the entirety of the text thereof, including the entirety of the text of each of
Sections 7.1 and 7.2 thereof, with the words: "Intentionally omitted."

         (d) Section 9.4 of the Original Indenture is hereby amended by
replacing the entirety of the text thereof with the words: "Intentionally
omitted."

         (e) Section 9.5 of the Original Indenture is hereby amended by
replacing the entirety of the text thereof with the words: "Intentionally
omitted."

         (f) Section 9.8 of the Original Indenture is hereby amended by
replacing the entirety of the text thereof with the words: "Intentionally
omitted."

         (g) Section 9.9 of the Original Indenture is hereby amended by
replacing the entirety of the text thereof with the words: "Intentionally
omitted."

         (h) Section 9.10 of the Original Indenture is hereby amended by
replacing the entirety of the text thereof with the words: "Intentionally
omitted."

         Section 2. Any breach of or failure of the Company to comply with any
provision of Sections 7.1, 7.2, 9.4, 9.5, 9.8, 9.9 or 9.10 of the Original
Indenture (whether occurring before or after the execution of this Supplemental
Indenture) shall no longer constitute a Default or an Event of Default or have
any other consequence under the Indenture and the Company is released from any
and all obligations thereunder.

         Section 3. For the avoidance of doubt, the rights of the holders of
each series of Securities are modified by this Supplemental Indenture, the
provisions of which shall be controlling in the event of any conflict between
such provisions and any provisions set forth in the Securities of any series.
Without limiting the foregoing, notwithstanding anything to the contrary set
forth in Section 9 of the Securities of either series, the only Events of
Default with respect to such Securities are those set forth in Sections 5.1(1),
(2) and (3) of the Indenture.

         Section 4. The Trustee accepts this Supplemental Indenture and agrees
to execute the trust created by the Indenture as hereby supplemented upon the
terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture as hereby supplemented.

         Section 5. The Indenture, supplemented as hereinabove set forth, is in
all respects ratified and confirmed, and the terms and conditions thereof,
supplemented as hereinabove set forth, shall be and remain in full force and
effect.

         Section 6. The recitals contained in this Supplemental Indenture shall
be taken as the statements of the Company, and the Trustee shall have no
liability or responsibility for their correctness.




         Section 7. This Supplemental Indenture shall become effective with
respect to each series of the Securities upon, and simultaneously with, the
consummation of the exchange offer in connection with that series.

         Section 8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         Section 9. This Supplemental Indenture may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         Section 10. Capitalized terms used but not otherwise defined herein
have the meanings assigned to them in the Original Indenture.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.


                                    FIDELITY NATIONAL FINANCIAL, INC.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

Attest:


- ------------------------------------
Name:
Title:

                                    THE BANK OF NEW YORK


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

 

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                                                                     EXHIBIT 4.6

THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


No. 1                                                 CUSIP No.:

                     FORM OF 7.30% NOTE DUE AUGUST 15, 2011

         FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation, promises
to pay to CEDE & CO., or registered assigns, the principal sum of Two Hundred
and Fifty Million Dollars ($250,000,000) on August 15, 2011.

Interest Payment Dates: February 15 and August 15

Regular Record Dates: February 1 and August 1

Authenticated: November  , 2005

Dated: November  , 2005


FIDELITY NATIONAL TITLE GROUP, INC.


By:                                          By:
   ------------------------------------         --------------------------------
    Name:                                        Name:
    Title:                                       Title:




                          Certificate of Authentication

         __________________________, as Trustee, certifies that this is one of
the Securities described in the within-mentioned Indenture.


                                       -----------------------------------------
                                       as Trustee

                                    By:
                                       -----------------------------------------
                                       Authorized Signatory




                                      -2-


                       FIDELITY NATIONAL TITLE GROUP, INC.

                         7.30% NOTE DUE AUGUST 15, 2011

         1. INTEREST. Fidelity National Title Group, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Security at the rate of 7.30% per annum. The Company shall pay interest
semiannually on February 15 and August 15 of each year (each an "Interest
Payment Date"), commencing February 15, 2006, until the principal is paid or
made available for payment. Interest on this Security will accrue from the most
recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from the later of August 15, 2005 and the last date for
which interest was paid on the 7.30% Fidelity National Financial, Inc. note due
August 15, 2011 (CUSIP No. 316326AC1), for which this Security was exchanged.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

         2. METHOD OF PAYMENT. The Company shall pay interest on this Security
(except defaulted interest, if any, which shall be paid on such special payment
date as may be fixed by the Company to Holders of record on such special record
date as may be fixed by the Company) to the persons who are registered Holders
at the close of business on the February 1 or August 1 immediately preceding any
Interest Payment Date, except that interest payable on August 15, 2011 shall be
payable to the persons to whom principal is payable on such date. A holder must
surrender this Security to a Paying Agent to collect principal payments. The
Company shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially,
(the "Trustee") shall act as Paying Agent and Registrar. The Company may change
or appoint any Paying Agent, Registrar or co-Registrar without notice. The
Company or any of its Subsidiaries may act as Paying Agent, Registrar or
co-Registrar.

         4. INDENTURE. The Company issued this Security under an Indenture dated
as of November  , 2005 between the Company and the Trustee (the "Indenture").
The terms of this Security include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 ("TIA") as
in effect on the date of the Indenture. This Security is subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement
thereof. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: Fidelity
National Title Group, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204,
Attention: Corporate Secretary.

         5. PERSONS DEEMED OWNERS. The registered Holder or Holders of this
Security shall be treated as owners of it for all purposes.

         6. OPTIONAL REDEMPTION. This Security is redeemable at the option of
the Company, at any time in whole or from time to time in part, at a price (the
"Redemption Price") equal to the greater of (i) 100% of the principal amount of
this Security to be redeemed and (ii)



                                      -3-


the sum of the present values of the remaining scheduled payments of principal
and interest on the principal amount of this Security to be redeemed, exclusive
of interest accrued to the date of redemption (the "Redemption Date"),
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Yield plus 30
basis points, plus accrued and unpaid interest thereon to the Redemption Date.
The principal amount of this Security called for redemption shall become due on
the Redemption Date.

                  For purposes of determining the Redemption Price, the
following definitions are applicable:

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by an Independent Investment Banker as having a
         maturity comparable to the remaining term of this Security that would
         be utilized, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of this Security.

                  "Comparable Treasury Price" means, with respect to any
         Redemption Date:

                  the average of the bid and the asked prices for the Comparable
                  Treasury Issue, expressed as a percentage of its principal
                  amount, at 4:00 p.m. on the third business day preceding that
                  Redemption Date, as set forth on "Telerate Page 500," or such
                  other page as may replace Telerate Page 500; or

                  if Telerate Page 500, or any successor page, is not displayed
                  or does not contain bid and/or asked prices for the Comparable
                  Treasury Issue at that time, the average of the Reference
                  Treasury Dealer Quotations obtained by the Trustee for that
                  Redemption Date, after excluding the highest and lowest of
                  such Reference Treasury Dealer Quotations, or, if the Trustee
                  is unable to obtain at least four such Reference Treasury
                  Dealer Quotations, the average of all Reference Treasury
                  Dealer Quotations obtained by the Trustee.

                  "Independent Investment Banker" means Lehman Brothers Inc. and
         any successors or, if it is unwilling or unable to select the
         applicable Comparable Treasury Issue, an independent investment banking
         institution of national standing appointed by the Trustee and
         reasonably acceptable to the Company.

                  "Reference Treasury Dealer" means Lehman Brothers Inc. and any
         successors and four other primary United States government securities
         dealers in New York City selected by the Independent Investment Banker
         (each, a "Primary Treasury Dealer"); provided that, if any of the
         foregoing ceases to be a Primary Treasury Dealer, the Company shall
         substitute another Primary Treasury Dealer therefor.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, an average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue for this Security, expressed in each case as
         a percentage of its principal amount, quoted in writing to the Trustee
         by the



                                      -4-


         Reference Treasury Dealer at 5:00 p.m., New York City time, on the
         third business day preceding the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
         the rate per annum equal to the semiannual equivalent yield to
         maturity, computed as of the third business day immediately preceding
         the Redemption Date, of the Comparable Treasury Issue, assuming a price
         for the Comparable Treasury Issue, expressed as a percentage of its
         principal amount, equal to the applicable Comparable Treasury Price for
         the Redemption Date.

         7. UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent shall pay the money
back to the Company at its request. After that, Holders entitled to the money
must look to the Company for payment unless an abandoned property law designates
another person.

         8. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture
or this Security may be amended or supplemented with the consent of at least a
majority in aggregate principal amount of the Holders affected by the amendment.
Without the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or this Security to, among other things, cure any
ambiguity, defect or inconsistency, to create another series of Securities and
establish its terms or to make any other change, provided such action does not
adversely affect the rights of any Holder.

         9. DEFAULTS AND REMEDIES. This Security has the Events of Default set
forth in Sections 5.1(1), (2), (3), (5) and (6) of the Indenture.


                                      -5-



                  If an Event of Default with respect to this Security occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of this Security, by written notice to the Company (and, if
given by the Holders, to the Trustee), may declare the principal of and accrued
interest, if any, on the aggregate principal amount of this Security to be due
and payable, and upon any such declaration such principal and interest, if any,
shall be immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to this Security has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in aggregate principal amount of this
Security, by written notice to the Trustee, may rescind and annul such
declaration and its consequences as provided in the Indenture.

                  The Holders of a majority in aggregate principal amount of
this Security by written notice to the Trustee may waive any past Default or
Event of Default with respect to this Security and its consequences except (a) a
Default or Event of Default in the payment of the principal of, or premium, if
any, or interest on, this Security or (b) in respect of a covenant or provision
hereof which pursuant to the Indenture cannot be amended or modified without the
consent of each Holder of this Security. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured.

         10. AMOUNT UNLIMITED. The aggregate principal amount of Securities
which may be authenticated and delivered under the Indenture is unlimited. The
Securities may be issued from time to time in one or more series. The Company
may from time to time, without the consent of the existing Holders of this
Security, issue additional Securities of the series of which this Security is a
part on substantially the same terms and conditions as those of this Security.

         11. SUCCESSOR CORPORATION. When a successor corporation assumes all the
obligations of its predecessor under this Security and the Indenture under
Article 7 of the Indenture, the predecessor corporation shall be released from
those obligations.

         12. TRUSTEE DEALINGS WITH COMPANY.           , as Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.



                                      -6-


         13. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting this Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of this Security.

         14. DISCHARGE OF INDENTURE. The Indenture contains certain provisions
pertaining to defeasance, which provisions shall for all purposes have the same
effect as if set forth herein.

         15. AUTHENTICATION. This Security shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Security.

         16. GOVERNING LAW. This Security shall be governed by and construed in
accordance with the internal laws of the State of New York.

         17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

                  [Remainder of Page Intentionally Left Blank]




                                      -7-


                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Security, fill in the
form below: I or we assign and transfer this Security to

              (Insert assignee's social security or tax ID number)

                           --------------------------

                           --------------------------


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)

and irrevocably appoint,
                        --------------------------------------------------------

- --------------------------------------------------------------------------------

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:
      ----------------------

Your signature:

- ----------------------------

(Sign exactly as your name appears
on the other side of this Security)
Signature
Guarantee:
           ------------------------



                                      -8-

                                                                     EXHIBIT 4.7

THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


No. 1                                                    CUSIP No.:

                      FORM OF 5.25% NOTE DUE MARCH 15, 2013

                  FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation,
promises to pay to CEDE & CO., or registered assigns, the principal sum of Two
Hundred and Fifty Million Dollars ($250,000,000) on March 15, 2013.

Interest Payment Dates: March 15 and September 15

Regular Record Dates: March 1 and September 1

Authenticated: November   , 2005

Dated: November  , 2005


FIDELITY NATIONAL TITLE GROUP, INC.


By:                                        By:
   --------------------------------           ---------------------------------
   Name:                                      Name:
   Title:                                     Title:






                          Certificate of Authentication

                  __________________________, as Trustee, certifies that this is
one of the Securities described in the within-mentioned Indenture.



                                             -----------------------------------
                                             as Trustee

                                          By:
                                             -----------------------------------
                                             Authorized Signatory



                                      -2-

                       FIDELITY NATIONAL TITLE GROUP, INC.

                          5.25% NOTE DUE MARCH 15, 2013

         1. INTEREST. Fidelity National Title Group, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Security at the rate of 5.25% per annum. The Company shall pay interest
semiannually on March 15 and September 15 of each year (each an "Interest
Payment Date"), commencing March 15, 2006, until the principal is paid or made
available for payment. Interest on this Security will accrue from the most
recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from the later of September 15, 2005 and the last date
for which interest was paid on the 5.25% Fidelity National Financial, Inc. note
due March 15, 2013 (CUSIP No. 316326AD9), for which this Security was exchanged.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

         2. METHOD OF PAYMENT. The Company shall pay interest on this Security
(except defaulted interest, if any, which shall be paid on such special payment
date as may be fixed by the Company to Holders of record on such special record
date as may be fixed by the Company) to the persons who are registered Holders
at the close of business on the March 1 or September 1 immediately preceding any
Interest Payment Date, except that interest payable on March 15, 2013 shall be
payable to the persons to whom principal is payable on such date. A holder must
surrender this Security to a Paying Agent to collect principal payments. The
Company shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially,            (the "Trustee")
shall act as Paying Agent and Registrar. The Company may change or appoint any
Paying Agent, Registrar or co-Registrar without notice. The Company or any of
its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

         4. INDENTURE. The Company issued this Security under an Indenture dated
as of November   , 2005 between the Company and the Trustee (the "Indenture").
The terms of this Security include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 ("TIA") as
in effect on the date of the Indenture. This Security is subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement
thereof. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: Fidelity
National Title Group, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204,
Attention: Corporate Secretary.

         5. PERSONS DEEMED OWNERS. The registered Holder or Holders of this
Security shall be treated as owners of it for all purposes.

         6. OPTIONAL REDEMPTION. This Security is redeemable at the option of
the Company, at any time in whole or from time to time in part, at a price (the
"Redemption Price") equal to the greater of (i) 100% of the principal amount of
this Security to be redeemed and (ii)



                                      -3-



the sum of the present values of the remaining scheduled payments of principal
and interest on the principal amount of this Security to be redeemed, exclusive
of interest accrued to the date of redemption (the "Redemption Date"),
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Yield plus 30
basis points, plus accrued and unpaid interest thereon to the Redemption Date.
The principal amount of this Security called for redemption shall become due on
the Redemption Date.

                  For purposes of determining the Redemption Price, the
following definitions are applicable:

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by an Independent Investment Banker as having a
         maturity comparable to the remaining term of this Security that would
         be utilized, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of this Security.

                  "Comparable Treasury Price" means, with respect to any
         Redemption Date:

                  the average of the bid and the asked prices for the Comparable
                  Treasury Issue, expressed as a percentage of its principal
                  amount, at 4:00 p.m. on the third business day preceding that
                  Redemption Date, as set forth on "Telerate Page 500," or such
                  other page as may replace Telerate Page 500; or

                  if Telerate Page 500, or any successor page, is not displayed
                  or does not contain bid and/or asked prices for the Comparable
                  Treasury Issue at that time, the average of the Reference
                  Treasury Dealer Quotations obtained by the Trustee for that
                  Redemption Date, after excluding the highest and lowest of
                  such Reference Treasury Dealer Quotations, or, if the Trustee
                  is unable to obtain at least four such Reference Treasury
                  Dealer Quotations, the average of all Reference Treasury
                  Dealer Quotations obtained by the Trustee.

                  "Independent Investment Banker" means Lehman Brothers Inc. and
         any successors or, if it is unwilling or unable to select the
         applicable Comparable Treasury Issue, an independent investment banking
         institution of national standing appointed by the Trustee and
         reasonably acceptable to the Company.

                  "Reference Treasury Dealer" means Lehman Brothers Inc. and any
         successors and four other primary United States government securities
         dealers in New York City selected by the Independent Investment Banker
         (each, a "Primary Treasury Dealer"); provided that, if any of the
         foregoing ceases to be a Primary Treasury Dealer, the Company shall
         substitute another Primary Treasury Dealer therefor.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, an average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue for this Security, expressed in each case as
         a percentage of its principal amount, quoted in writing to the Trustee
         by the



                                      -4-



         Reference Treasury Dealer at 5:00 p.m., New York City time, on the
         third business day preceding the Redemption Date.

                  "Treasury Yield" means, with respect to any Redemption Date,
         the rate per annum equal to the semiannual equivalent yield to
         maturity, computed as of the third business day immediately preceding
         the Redemption Date, of the Comparable Treasury Issue, assuming a price
         for the Comparable Treasury Issue, expressed as a percentage of its
         principal amount, equal to the applicable Comparable Treasury Price for
         the Redemption Date.

         7. UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent shall pay the money
back to the Company at its request. After that, Holders entitled to the money
must look to the Company for payment unless an abandoned property law designates
another person.

         8. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture
or this Security may be amended or supplemented with the consent of at least a
majority in aggregate principal amount of the Holders affected by the amendment.
Without the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or this Security to, among other things, cure any
ambiguity, defect or inconsistency, to create another series of Securities and
establish its terms or to make any other change, provided such action does not
adversely affect the rights of any Holder.

         9. DEFAULTS AND REMEDIES. This Security has the Events of Default set
forth in Sections 5.1(1), (2), (3), (5) and (6) of the Indenture.



                                      -5-



                  If an Event of Default with respect to this Security occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of this Security, by written notice to the Company (and, if
given by the Holders, to the Trustee), may declare the principal of and accrued
interest, if any, on the aggregate principal amount of this Security to be due
and payable, and upon any such declaration such principal and interest, if any,
shall be immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to this Security has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in aggregate principal amount of this
Security, by written notice to the Trustee, may rescind and annul such
declaration and its consequences as provided in the Indenture.

                  The Holders of a majority in aggregate principal amount of
this Security by written notice to the Trustee may waive any past Default or
Event of Default with respect to this Security and its consequences except (a) a
Default or Event of Default in the payment of the principal of, or premium, if
any, or interest on, this Security or (b) in respect of a covenant or provision
hereof which pursuant to the Indenture cannot be amended or modified without the
consent of each Holder of this Security. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured.

         10. AMOUNT UNLIMITED. The aggregate principal amount of Securities
which may be authenticated and delivered under the Indenture is unlimited. The
Securities may be issued from time to time in one or more series. The Company
may from time to time, without the consent of the existing Holders of this
Security, issue additional Securities of the series of which this Security is a
part on substantially the same terms and conditions as those of this Security.

         11. SUCCESSOR CORPORATION. When a successor corporation assumes all the
obligations of its predecessor under this Security and the Indenture under
Article 7 of the Indenture, the predecessor corporation shall be released from
those obligations.

         12. TRUSTEE DEALINGS WITH COMPANY.           , as Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.



                                      -6-



         13. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting this Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of this Security.

         14. DISCHARGE OF INDENTURE. The Indenture contains certain provisions
pertaining to defeasance, which provisions shall for all purposes have the same
effect as if set forth herein.

         15. AUTHENTICATION. This Security shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Security.

         16. GOVERNING LAW. This Security shall be governed by and construed in
accordance with the internal laws of the State of New York.

         17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).


                  [Remainder of Page Intentionally Left Blank]



                                      -7-



                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Security, fill in the
form below: I or we assign and transfer this Security to

              (Insert assignee's social security or tax ID number)


                           --------------------------

                           --------------------------


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)

and irrevocably appoint, -------------------------------------------------------
- --------------------------------------------------------------------------------

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:
      ----------------------

Your signature:


- ----------------------------

(Sign exactly as your name appears
on the other side of this Security)

Signature
Guarantee:
          ----------------------



                                      -8-

 

---

 

                                                                  Exhibit 10.1

                                                                 EXECUTION DRAFT

================================================================================


                                SEPARATION AGREEMENT

                                   BY AND BETWEEN

                         FIDELITY NATIONAL FINANCIAL, INC.

                                        AND

                        FIDELITY NATIONAL TITLE GROUP, INC.


                           DATED AS OF SEPTEMBER 27, 2005


================================================================================


                                TABLE OF CONTENTS


                                                                          
ARTICLE 1. DEFINITIONS..................................................       1

      Section 1.1. General..............................................       1

      Section 1.2. Interpretation.......................................       5

ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES.......................       6

      Section 2.1. No Representations or Warranties.....................       6

ARTICLE 3. EXCHANGE OFFER...............................................       6

      Section 3.1. Exchange Offer.......................................       6

ARTICLE 4. FINANCIAL INFORMATION........................................       7

      Section 4.1. Financial and Other Information......................       7

ARTICLE 5. CORPORATE GOVERNANCE.........................................      12

      Section 5.1. Corporate Governance Covenants.......................      12

      Section 5.2. Stock Issuances......................................      13

ARTICLE 6. ACCESS TO INFORMATION........................................      13

      Section 6.1. Restrictions on Disclosure of Information............      13

      Section 6.2. Legally Required Disclosure of Information...........      14

      Section 6.3. Access to Information................................      14

      Section 6.4. Record Retention.....................................      15

      Section 6.5. Production of Witnesses..............................      15

      Section 6.6. Reimbursement........................................      15

      Section 6.7. Other Agreements Regarding Access to Information.....      16

ARTICLE 7. ADDITIONAL COVENANTS.........................................      16

      Section 7.1. Performance..........................................      16

      Section 7.2. Insurance Matters....................................      16

ARTICLE 8. INDEMNIFICATION..............................................      17

      Section 8.1. Indemnification by FNT Group.........................      17

      Section 8.2. Indemnification by FNF Group.........................      17

      Section 8.3. Claim Procedure......................................      18

      Section 8.4. Contribution.........................................      20

      Section 8.5. Limitations..........................................      20

ARTICLE 9. MISCELLANEOUS................................................      21

      Section 9.1. Governing Law........................................      21

      Section 9.2. Jurisdiction.........................................      22

      Section 9.3. Dispute Resolution...................................      22

      Section 9.4. Notices..............................................      24

      Section 9.5. Binding Effect and Assignment........................      24

      Section 9.6. Severability.........................................      24

      Section 9.7. Entire Agreement.....................................      25



                                      -i-



                                                                          
      Section 9.8. Counterparts.........................................      25

      Section 9.9. Expenses.............................................      25

      Section 9.10. Amendment...........................................      25

      Section 9.11. Waiver..............................................      25

      Section 9.12. Authority...........................................      25

      Section 9.13. Construction of Agreement...........................      26

      Section 9.14. Termination.........................................      27

      Section 9.15. Limitation on Damages...............................      27



                                      -ii-





                              SEPARATION AGREEMENT

      This Separation Agreement (this "Agreement") is entered into as of
September 27, 2005, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware
corporation ("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation and a subsidiary of FNF ("FNT").

                                    RECITALS

      WHEREAS, the Board of Directors of FNF has determined that it is in the
best interests of FNF and its stockholders to contribute the stock of certain
FNF subsidiaries (the "Transferred Businesses") to FNT and distribute a minority
interest in the capital stock of FNT to the stockholders of FNF as a dividend
(the "Distribution"); and

      WHEREAS, in connection with the foregoing and to set forth certain aspects
of their ongoing relationship after the Distribution, the parties and their
respective subsidiaries are entering into a number of agreements, including this
Agreement.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                             ARTICLE 1. DEFINITIONS

Section 1.1. General.

      As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

      "Access" has the meaning set forth in Section 6.3.

      "Action" means any demand, action, lawsuit, countersuit, arbitration,
inquiry, proceeding or investigation by or before any Governmental Authority or
any arbitration or mediation tribunal.

      "Affiliate" means, with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person; provided,
however, that, for purposes of this Agreement, no member of either Group shall
be deemed to be an Affiliate of any member of the other Group. As used herein,
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such entity, whether
through ownership of voting securities or other interests, by contract or
otherwise.

      "Agreement" has the meaning given in the Preamble.


                                       1


      "Ancillary Agreements" means each of the Corporate Services Agreements,
the Mirror Notes, the Tax Matters Agreement, the Employee Matters Agreement, the
Registration Rights Agreement, the Intellectual Property Cross License
Agreement, and each other agreement or instrument to be entered into in
connection with the Distribution, including any exhibits, schedules,
attachments, tables or other appendices thereto, and each other agreement and
other instrument contemplated herein or in any of the foregoing, all as may be
amended from time to time.

      "Annual Financial Statements" has the meaning set forth in Section
4.1(a)(v).

      "Arbitrator" has the meaning set forth in Section 9.3(c).

      "Business Day" means any day, other than a Saturday or Sunday, or a day on
which banking institutions are authorized or required by law or regulation to
close in Jacksonville, Florida or New York, New York.

      "Claim Notice" has the meaning set forth in Section 8.3(a).

      "Claimed Amount" has the meaning set forth in Section 8.3(a).

      "Class A Common Stock" and "Class B Common Stock" shall mean, respectively
the Class A Common Stock and Class B Common Stock, par value $.0001 per share,
of FNT.

      "Code" has the meaning set forth in Section 5.2.

      "Contract" means any contract, agreement, lease, license, sales order,
purchase order, instrument or other commitment that is binding on any Person or
any part of its property under applicable law.

      "Controlling Party" has the meaning set forth in Section 8.3(d)(ii).

      "Coordinated Reporting Period" has the meaning set forth in Section
4.1(a).

      "Corporate Services Agreements" means the two Corporate Services
Agreements to be entered into between FNF and FNT, and the two Corporate
Services Agreements to be entered into between FIS and FNT, each as may be
amended from time to time.

      "Cut-off Date" has the meaning set forth in Section 4.1(a).

      "Damages" means all losses, claims, demands, damages, liabilities,
judgments, dues, penalties, assessments, fines (civil, criminal or
administrative), costs, obligations, liens, forfeitures, settlements, payments,
costs, fees or expenses (including reasonable attorneys' fees and expenses and
any other expenses reasonably incurred in connection with investigating,
prosecuting or defending a claim or Action), of any nature or kind, whether or
not the same would properly be reflected on a balance sheet.

      "Disclosing Party" has the meaning set forth in Section 6.2.


                                       2


      "Dispute" has the meaning set forth in Section 9.3(a).

      "Distribution" has the meaning set forth in the Recitals.

      "Distribution Date" means the date as of which the Distribution is
effected.

      "Employee Matters Agreement" means that certain Employee Matters Agreement
entered into by and between FNF and FNT, as may be amended from time to time.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

      "Financial Statements" means the Annual Financial Statements and Quarterly
Financial Statements collectively.

      "FNF" has the meaning set forth in the preamble.

      "FNF Annual Statements" has the meaning set forth in Section 4.1(b)(ii).

      "FNF Business" means the businesses or operations of the FNF Group other
than the Transferred Businesses.

      "FNF Debt Securities" has the meaning set forth in Section 3.1.

      "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an
Affiliate of FNF (other than any member of the FNT Group) immediately after the
Distribution Date, and each other Person that becomes an Affiliate of FNF after
the Distribution Date.

      "FNF Indemnified Parties" has the meaning set forth in Section 8.1.

      "FNF Public Filings" has the meaning set forth in Section 4.1(a)(x)

      "FNF Subsidiaries" means all direct and indirect Subsidiaries of FNF.

      "FNF's Auditors" has the meaning set forth in Section 4.1(b)(i).

      "FNT" has the meaning given in the Preamble.

      "FNT Group" means FNT, the FNT Subsidiaries and each Person that FNT
directly or indirectly controls immediately after the Distribution Date, and
each other Person that becomes an Affiliate of FNT after the Distribution Date.

      "FNT Indemnified Parties" has the meaning set forth in Section 8.2.

      "FNT Indemnitees" means FNT, each Affiliate of FNT and each of their
respective Representatives and each of the heirs, executors, successors and
assigns of any of the foregoing.

      "FNT Public Filings" has the meaning set forth in Section 4.1(a)(vi).


                                       3


      "FNT Subsidiaries" means all direct and indirect Subsidiaries of FNT.

      "FNT Voting Stock" has the meaning set forth in Section 5.1.

      "FNT's Auditors" has the meaning set forth in Section 4.1(b)(i).

      "GAAP" means U.S. generally accepted accounting principles, consistently
applied.

      "Governmental Authority" means any federal, state, local, foreign or
international court, government, department, commission, board, bureau or
agency, or any other regulatory, administrative or governmental authority,
including the NYSE.

      "Group" means either the FNF Group or the FNT Group, as the context
requires.

      "Indemnifiable Losses" mean all Damages suffered by an Indemnitee,
including any reasonable out-of-pocket fees, costs or expenses of enforcing any
indemnity hereunder; provided that "Indemnifiable Losses" shall not include any
such Damages caused by, resulting from or arising out of the gross negligence,
willful misconduct or fraud of such Indemnitee.

      "Indemnified Party" has the meaning set forth in Section 8.3(a).

      "Indemnifying Party" has the meaning set forth in Section 8.3(a).

      "Indemnitee" means a Person who or which may seek indemnification under
this Agreement.

      "Intellectual Property Cross License Agreement" means that certain
Intellectual Property Cross License Agreement entered into by and between FNF
and FNT, as may be amended from time to time.

      "IRS" means the United States Internal Revenue Service.

      "Mirror Notes" has the meaning set forth in Section 3.1.

      "Non-controlling Party" has the meaning set forth in Section 8.3(d)(ii).

      "NYSE" means the New York Stock Exchange, Inc.

      "Owning Party" has the meaning set forth in Section 6.2.

      "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency, or political subdivision thereof.

      "Possessor" has the meaning set forth in Section 6.3.

      "Quarterly Financial Statements" has the meaning set forth in Section
4.1(a)(iv).


                                       4


      "Registration Rights Agreement" means the Registration Rights Agreement to
be entered into between FNF and FNT prior to the Distribution, as may be amended
from time to time.

      "Regulation S-K" means Regulation S-K of the General Rules and Regulations
promulgated by the SEC pursuant to the Securities Act.

      "Regulation S-X" means Regulation S-X of the General Rules and Regulations
promulgated by the SEC pursuant to the Securities Act.

      "Representatives" means, with respect to any Person, any of such Person's
directors, officers, employees, agents, consultants, advisors, accountants or
attorneys.

      "Requestor" has the meaning set forth in Section 6.3.

      "Retention Period" has the meaning set forth in Section 6.4.

      "SEC" means the United States Securities and Exchange Commission, or any
successor agency.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, together with the rules and regulations promulgated thereunder.

      "Steering Committee" has the meaning set forth in Section 9.3(a).

      "Subsidiary" means with respect to any specified Person, any corporation
or other legal entity of which such Person controls or owns, directly or
indirectly, more than fifty percent (50%) of the stock or other equity interest
entitled to vote on the election of the members to the board of directors or
similar governing body; provided, however, that unless the context otherwise
requires, references to Subsidiaries of FNF will not include the entities that
will be transferred to FNT or other members of the FNT Group pursuant to this
Agreement, whether the transfer of such entities occurs prior to or after the
Distribution Date.

      "Tax Matters Agreement" means that certain Tax Matters Agreement entered
by and between FNF and FNT, as may be amended from time to time.

      "Tax" and "Taxes" each mean any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, unemployment, disability, property, ad valorem, stamp,
excise, severance, occupation, service, sales, use, license, lease, transfer,
import, export, value added, alternative minimum, estimated or other tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax, or additional amounts in respect
of the foregoing.

      "Third-Party Claim" has the meaning set forth in Section 8.3(d)(i).

      "Transferred Businesses" has the meaning set forth in the Recitals.

Section 1.2. Interpretation.


                                       5


      (a) For purposes of this Agreement (including all exhibits, schedules and
amendments), unless the context otherwise requires, (i) all terms defined herein
include the plural as well as the singular, and the masculine, feminine or
neuter gender shall be deemed to include the others whenever the context so
requires, (ii) all accounting terms used but not otherwise defined herein shall
have the meanings given to them under GAAP, and (iii) references to any Person
include successors of such Person by consolidation and merger and transferees of
all or substantially all its assets (provided that such successor has duly
assumed in writing all such Person's obligations, if any, hereunder).

      (b) Words such as "herein," "hereinafter," "hereof," "hereto," "hereby"
and "hereunder," and words of like import refer to this Agreement, unless the
context requires otherwise.

      (c) References herein to any agreement or other instrument shall, unless
the context otherwise requires (or the definition thereof otherwise specifies),
be deemed references to the same as it may from time to time be changed, amended
or extended in accordance with its terms.

      (d) All references in this Agreement to times of the day shall be to the
city of Jacksonville, Florida time.

               ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES

Section 2.1. No Representations or Warranties.

      FNT (on behalf of itself and each member of the FNT Group) acknowledges
and agrees that, except as expressly set forth in this Agreement or any
Ancillary Agreement, (a) no member of the FNF Group is making any
representations or warranties, express or implied, in this Agreement, any
Ancillary Agreement or any other agreement contemplated hereby or thereby, as to
any Transferred Businesses, including without limitation as to the title to such
entities' shares or other ownership interests or as to the assets, liabilities,
business or financial condition of such entities, all such transfers being made
on an "as-is, where-is" basis and (b) FNT and its Affiliates will bear the
economic and legal risks that any conveyance will prove to be sufficient to vest
in them good and marketable title, free and clear of any security interest,
pledge, lien, charge, claim or other encumbrance of any nature whatsoever and
that any consents or approvals, and that any requirements of laws or judgments,
with respect to the transfer of the Transferred Businesses, have been received
or met.

                           ARTICLE 3. EXCHANGE OFFER

Section 3.1. Exchange Offer.

      Concurrently with the contribution to FNT of the Transferred Businesses,
FNT issued to FNF two promissory notes, each in an aggregate principal amount
equal to $250 million (the "Mirror Notes"). Each Mirror Note has an interest
rate and a final maturity that is the same as that of a series of FNF's public
debt securities as of the Distribution Date (the "FNF Debt Securities"), and
further provides that it may be redeemed in whole or in part upon delivery to
FNF of an equal principal amount of FNF Debt Securities of the corresponding
Series. FNT agrees that, upon request of FNF, it will conduct one or more
exchange offers, in which FNT will


                                       6


offer to exchange newly-issued notes of FNT for outstanding FNF Debt Securities,
and upon completion thereof shall deliver to FNF any FNF Debt Securities so
obtained in redemption of Mirror Notes. Any such exchange offer shall be
conducted on such terms and in such manner as FNF shall direct, provided that
FNT's consent (which shall not be unreasonably withheld or delayed) shall be
required for any material deviation of such terms or manner from the customary
terms or manner of similar exchange offers.

                        ARTICLE 4. FINANCIAL INFORMATION

Section 4.1. Financial and Other Information.

      (a) Financial Information. FNT agrees that, for so long as FNF is required
to consolidate the results of operations and financial position of FNT and any
other members of the FNT Group or to account for its investment in FNT under the
equity method of accounting (determined in accordance with GAAP and consistent
with SEC reporting requirements) (such period, the "Coordinated Reporting
Period," and the final day of such period, the "Cut-off Date"):

            (i) Disclosure Controls. FNT will, and will cause each other member
      of the FNT Group to, maintain, as of and after the Distribution Date,
      disclosure controls and procedures and internal control over financial
      reporting as defined in Rule 13a-15 promulgated under the Exchange Act;
      FNT will cause each of its principal executive and principal financial
      officers to sign and deliver certifications to FNT's periodic reports and
      will include the certifications in FNT's periodic reports, as and when
      required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation
      S-K; FNT will cause its management to evaluate FNT's disclosure controls
      and procedures and internal control over financial reporting (including
      any change in internal control over financial reporting) as and when
      required pursuant to Exchange Act Rule 13a-15; FNT will disclose in its
      periodic reports filed with the SEC information concerning FNT
      management's responsibilities for and evaluation of FNT's disclosure
      controls and procedures and internal control over financial reporting
      (including, without limitation, the annual management report and
      attestation report of FNT's independent auditors relating to internal
      control over financial reporting) as and when required under Items 307 and
      308 of Regulation S-K and other applicable SEC rules; and, without
      limiting the general application of the foregoing, FNT will, and will
      cause each other member of the FNT Group to, maintain as of and after the
      Distribution Date, internal systems and procedures that will provide
      reasonable assurance that (A) the Financial Statements are reliable and
      timely prepared in accordance with GAAP and applicable law, (B) all
      transactions of members of the FNT Group are recorded as necessary to
      permit the preparation of the Financial Statements, (C) the receipts and
      expenditures of members of the FNT Group are authorized at the appropriate
      level within FNT, and (D) unauthorized use or disposition of the assets of
      any member of the FNT Group that could have a material effect on the
      Financial Statements is prevented or detected in a timely manner.

            (ii) Fiscal Year. FNT will, and will cause each member of the FNT
      Group organized in the U.S. to, maintain a fiscal year that commences and
      ends on the same calendar days as FNF's fiscal year commences and ends,
      and to maintain monthly


                                       7


      accounting periods that commence and end on the same calendar days as
      FNF's monthly accounting periods commence and end.

            (iii) Monthly Financial Reports. No later than ten (10) Business
      Days after the end of each monthly accounting period of FNT thereafter
      (including the last monthly accounting period of FNT of each fiscal year),
      FNT will deliver to FNF a consolidated income statement and balance sheet
      for FNT for such period, in such format and detail as FNF may request.

            (iv) Quarterly Financial Statements. As soon as practicable, and in
      any event no later than ten (10) Business Days prior to the date on which
      FNF is required to file a Form 10-Q with the SEC for each of the first
      three (3) fiscal quarters in each fiscal year of FNF, FNT will deliver to
      FNF drafts of (A) the consolidated financial statements of the FNT Group
      (and notes thereto) for such periods and for the period from the beginning
      of the current fiscal year to the end of such quarter, setting forth in
      each case in comparative form for each such fiscal quarter of FNT the
      consolidated figures (and notes thereto) for the corresponding quarter and
      periods of the previous fiscal year and all in reasonable detail and
      prepared in accordance with Article 10 of Regulation S-X and GAAP, and (B)
      a discussion and analysis by management of the FNT Group's financial
      condition and results of operations for such fiscal period, including,
      without limitation, an explanation of any material period-to-period change
      and any off-balance sheet transactions, all in reasonable detail and
      prepared in accordance with Item 303(b) of Regulation S-K. The information
      set forth in (A) and (B) above is referred to in this Agreement as the
      "Quarterly Financial Statements." FNT may continue to revise such draft
      Quarterly Financial Statements prior to the filing thereof in order to
      make corrections and changes which corrections and changes will be
      delivered by FNT to FNF as soon as practicable; provided, that FNF's and
      FNT's financial Representatives will actively consult with each other
      regarding any changes (whether or not substantive) which FNT may consider
      making to its Quarterly Financial Statements and related disclosures, with
      particular focus on any changes which would have an effect upon FNF's
      financial statements or related disclosures. No later than five (5)
      Business Days prior to the date FNF publicly files its Form 10-Q with the
      SEC, FNT will deliver to FNF the final form of the FNT Quarterly Financial
      Statements and certifications thereof by the principal executive and
      financial officers of FNT in substantially the forms required under SEC
      rules for periodic reports and in form and substance satisfactory to FNF.

            (v) Annual Financial Statements. As soon as practicable, and in any
      event no later than twenty (20) Business Days prior to the date on which
      FNF is required to file a Form 10-K with the SEC, FNT will deliver to FNF
      (A) drafts of the consolidated financial statements of the FNT Group (and
      notes thereto) for such year, setting forth in each case in comparative
      form the consolidated figures (and notes thereto) for the previous fiscal
      year and all in reasonable detail and prepared in accordance with
      Regulation S-X and GAAP and (B) a discussion and analysis by management of
      the FNT Group's financial condition and results of operations for such
      year, including, without limitation, an explanation of any material
      period-to-period change and any off-balance sheet transactions, all in
      reasonable detail and prepared in accordance with Item 303(a) of
      Regulation S-K. The information set forth in (A) and (B) above is referred
      to in this


                                       8


      Agreement as the "Annual Financial Statements." FNT may continue to revise
      such draft Annual Financial Statements prior to the filing thereof in
      order to make corrections and changes which corrections and changes will
      be delivered by FNT to FNF as soon as practicable; provided, that FNF and
      FNT financial Representatives will actively consult with each other
      regarding any changes (whether or not substantive) which FNT may consider
      making to its Annual Financial Statements and related disclosures, with
      particular focus on any changes which would have an effect upon FNF's
      financial statements or related disclosures. No later than five (5)
      Business Days prior to the date FNF files its Form 10-K with the SEC, FNT
      will deliver to FNF the final form of the FNT Annual Financial Statements
      and certifications thereof by the principal executive and financial
      officers of FNT in substantially the forms required under SEC rules for
      periodic reports and in form and substance satisfactory to FNF.

            (vi) FNT Reports Generally. Each FNT Group member that files
      information with the SEC will deliver to FNF: (A) substantially final
      drafts, as soon as the same are prepared, of (x) all reports, notices and
      proxy and information statements to be sent or made available by such FNT
      Group member to its respective security holders, (y) all regular, periodic
      and other reports to be filed or furnished under Sections 13, 14 and 15 of
      the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual
      Reports to Shareholders), and (z) all registration statements and
      prospectuses to be filed by such FNT Group member with the SEC or any
      securities exchange pursuant to the requirements of such exchange
      (collectively, the documents identified in clauses (x), (y) and (z) are
      referred to in this Agreement as "FNT Public Filings"), and (B) current
      drafts of all FNT Public Filings as soon as practicable, but in no event
      later than four (4) Business Days prior to the earliest of the dates the
      same are printed, sent or filed, (other than with respect to Form 8-Ks)
      and, with respect to Form 8-Ks, as soon as practicable but in no event
      later than two (2) Business Days prior to the earliest of the dates the
      same are printed, sent or filed in the case of planned Form 8-Ks and as
      soon as practicable in the case of unplanned Form 8-Ks. FNT may continue
      to revise such FNT Public Filings prior to the filing thereof in order to
      make corrections and changes which corrections and changes will be
      delivered by FNT to FNF as soon as practicable; provided, that FNF and FNT
      financial Representatives will actively consult with each other regarding
      any changes (whether or not substantive) which FNT may consider making to
      any of its FNT Public Filings and related disclosures prior to any
      anticipated filing with the SEC, with particular focus on any changes
      which would have an effect upon FNF's financial statements or related
      disclosures.

            (vii) Budgets and Financial Projections. FNT will, as promptly as
      practicable, deliver to FNF copies of all annual and other budgets and
      financial projections (consistent in terms of format and detail and
      otherwise required by FNF) relating to FNT on a consolidated basis and
      will provide FNF an opportunity to meet with management of FNT to discuss
      such budgets and projections.

            (viii) Other Information. With reasonable promptness, FNT will
      deliver to FNF such additional financial and other information and data
      with respect to the FNT Group and its business, properties, financial
      position, results of operations and prospects as from time to time may be
      reasonably requested by FNF.


                                       9


            (ix) Press Releases and Similar Information. FNT and FNF will
      consult with each other as to the timing and content of their annual and
      quarterly earnings releases and any interim financial guidance for a
      current or future period and will give each other the opportunity to
      review the information therein relating to the FNT Group and to comment
      thereon. FNF and FNT will make reasonable efforts to issue their
      respective annual and quarterly earnings releases at approximately the
      same time on the same date.

            (x) Cooperation on FNF Filings. FNT will cooperate fully, and cause
      FNT's Auditors to cooperate fully, with FNF to the extent requested by FNF
      in the preparation of FNF's public earnings or other press releases,
      Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual
      Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy,
      information and registration statements, reports, notices, prospectuses
      and any other filings made by FNF with the SEC, any national securities
      exchange or otherwise made publicly available (collectively, the "FNF
      Public Filings"). FNT agrees to provide to FNF all information that FNF
      reasonably requests in connection with any FNF Public Filings or that, in
      the judgment of FNF, is required to be disclosed or incorporated by
      reference therein under any law, rule or regulation. FNT will provide such
      information in a timely manner on the dates requested by FNF (which may be
      earlier than the dates on which FNT otherwise would be required hereunder
      to have such information available) to enable FNF to prepare, print and
      release all FNF Public Filings on such dates as FNF will determine but in
      no event later than as required by applicable law. FNT will use its
      commercially reasonable efforts to cause FNT's Auditors to consent to any
      reference to them as experts in any FNF Public Filings required under any
      law, rule or regulation. If and to the extent requested by FNF, FNT will
      diligently and promptly review all drafts of such FNF Public Filings and
      prepare in a diligent and timely fashion any portion of such FNF Public
      Filing pertaining to FNT. Prior to any printing or public release of any
      FNF Public Filing, an appropriate executive officer of FNT will, if
      requested by FNF, certify that the information relating to any FNT Group
      member or the Transferred Businesses in such FNF Public Filing is
      accurate, true, complete and correct in all material respects. Prior to
      the release or filing thereof, FNF will provide FNT with a draft of any
      portion of a FNF Public Filing containing information relating to the FNT
      Group and will give FNT an opportunity to review such information and
      comment thereon; provided that FNF will determine in its sole and absolute
      discretion the final form and content of all FNF Public Filings.

            (xi) Confidentiality. Except as required by applicable law, rule, or
      regulation, FNF agrees to keep confidential all information provided to
      FNF by FNT or any of FNT's affiliates pursuant to this Section 4.1(a),
      until the point in time that such information is filed with the SEC or
      otherwise publicly disclosed.

      (b) Auditors and Accounting. FNT agrees that, during the Coordinated
Reporting Period:

            (i) Audit Timing. FNT will use its reasonable best efforts to enable
      its independent certified public accountants ("FNT's Auditors") to
      complete their audit such that they will date their opinion on the Annual
      Financial Statements on the same date that FNF's independent certified
      public accountants ("FNF's Auditors") date their opinion on


                                       10


      FNF's audited annual financial statements (the "FNF Annual Statements"),
      and to enable FNF to meet its timetable for the printing, filing and
      public dissemination of the FNF Annual Statements, all in accordance with
      Section 4.1(a) hereof and as required by applicable law. FNT will provide
      to FNF on a timely basis all information that FNF reasonably requires to
      meet its schedule for the preparation, printing, filing and public
      dissemination of the FNF Annual Statements and, without limiting the
      foregoing, will provide access to the responsible personnel of FNT as
      required for FNF and FNF's Auditors to prepare financial statements and
      conduct their audits with respect to the FNT Group.

            (ii) Access to FNT Auditors. FNT will authorize FNT's Auditors to
      make available to FNF's Auditors both the personnel who performed, or are
      performing, the annual audit of FNT and work papers related to the annual
      audit of FNT, in all cases within a reasonable time prior to FNT's
      Auditors' opinion date, so that FNF's Auditors are able to perform the
      procedures they consider necessary to take responsibility for the work of
      FNT's Auditors as it relates to FNF's Auditors' report on FNF's
      statements, all within sufficient time to enable FNF to meet its timetable
      for the printing, filing and public dissemination of the FNF Annual
      Statements.

            (iii) Access to Records. If FNF determines in good faith that there
      may be some inaccuracy in a FNT Group member's financial statements or
      deficiency in a FNT Group member's internal accounting controls or
      operations that could materially impact FNF's financial statements, at
      FNF's request, FNT will provide FNF's internal auditors with access to the
      FNT Group's books and records so that FNF may conduct reasonable audits
      relating to the financial statements provided by FNT under this Agreement
      as well as to the internal accounting controls and operations of the FNT
      Group.

            (iv) Notice of Changes. FNT will give FNF as much prior notice as
      reasonably practicable of any significant changes in FNT's accounting
      practices or principles from those in effect on the Distribution Date. FNT
      will consult with FNF and, if requested by FNF, FNT will consult with
      FNF's Auditors with respect thereto.

            (v) Accounting Changes Requested by FNF. FNT will consult with FNF
      regarding any changes in its accounting practices or accounting principles
      that are reasonably requested by FNF in order for FNT's accounting
      practices and principles to be consistent with those of FNF.

            (vi) Special Reports of Deficiencies or Violations. FNT will report
      in reasonable detail to FNF the following events or circumstances promptly
      after any executive officer of FNT or any member of the FNT Board of
      Directors becomes aware of such matter: (A) all significant deficiencies
      and material weaknesses in the design or operation of internal control
      over financial reporting which are reasonably likely to adversely affect
      FNT's ability to record, process, summarize and report financial
      information; (B) any fraud, whether or not material, that involves
      management or other employees who have a significant role in FNT's
      internal control over financial reporting; (C) any illegal act within the
      meaning of Section 10A(b) and (f) of the Exchange Act; and (D) any report
      of a material violation of law that an attorney representing any FNT Group


                                       11


      member has formally made to any officers or directors of FNT pursuant to
      the SEC's attorney conduct rules (17 C.F.R. Part 205).

                        ARTICLE 5. CORPORATE GOVERNANCE

Section 5.1. Corporate Governance Covenants.

      In addition to the other covenants contained in this Agreement and the
Ancillary Agreements, FNT hereby covenants and agrees that, for so long as FNF
beneficially owns at least fifty percent (50%) of the total voting power of all
classes of then outstanding capital stock of FNT entitled to vote generally in
the election of directors ("FNT Voting Stock"):

      (a) Neither FNT nor any member of its Group will, without the prior
written consent of FNF, take, or cause to be taken, directly or indirectly, any
action, or enter into any agreement, that would cause FNF or any member of its
Group to violate any law, agreement or judgment.

      (b) FNT will not, without the prior written consent of FNF, take, or cause
to be taken, directly or indirectly, any action, including making or failing to
make any election under the law of any state, which has the effect, directly or
indirectly, of restricting or limiting the ability of FNF to freely sell,
transfer, assign, pledge or otherwise dispose of shares of FNT Common Stock or
would restrict or limit the rights of any transferee of FNF as a holder of FNT
Common Stock. Without limiting the generality of the foregoing, FNT will not,
without the prior written consent of FNF, take any action, or take any action to
recommend to its stockholders any action, which would among other things, limit
the legal rights of, or deny any benefit to, FNF as a FNT stockholder either (i)
solely as a result of the amount of Common Stock owned by FNF or (ii) in a
manner not applicable to FNT stockholders generally.

      (c) To the extent that FNF is a party to any existing Contracts that
provide that certain actions or inactions of the FNF Group (which for purposes
of such Contract includes any member of the FNT Group) may result in FNF being
in breach of or in default under such Contracts and FNF has advised FNT of the
existence, and has furnished FNT with copies, of such Contracts (or the relevant
portions thereof), FNT will not take or fail to take, as applicable, and FNT
will cause the other members of the FNT Group not to take or fail to take, as
applicable, any actions that reasonably could result in FNF being in breach of
or in default under any such Contract. The parties acknowledge and agree that
from time to time after the date hereof FNF may in good faith (and not solely
with the intention of imposing restrictions on FNT pursuant to this covenant)
enter into additional Contracts or amendments to existing Contracts that provide
that certain actions or inactions of the FNF Group (including, for purposes of
this Section 5.1(c), members of the FNT Group) may result in FNF being in breach
of or in default under such Contracts. In such event, provided FNF has notified
FNT of such additional Contracts or amendments to existing Contracts, FNT will
not thereafter take or fail to take, as applicable, and FNT will cause the other
members of the FNT Group not to take or fail to take, as applicable, any actions
that reasonably could result in FNF being in breach of or in default under any
such additional Contracts or amendments to existing Contracts. FNF acknowledges
and agrees that FNT will not be deemed in breach of this Section 5.1(c) to the
extent that, prior to being notified by FNF of an additional Contract or an
amendment to an existing Contract pursuant to this Section 5.1(c), a FNT Group
member already has taken or failed to take one or


                                       12


more actions that would otherwise constitute a breach of this Section 5.1(c) had
such action(s) or inaction(s) occurred after such notification, provided that
FNT does not, after notification by FNF, take any further action or fail to take
any action that contributes further to such breach or default. FNT agrees that
any information provided to it pursuant to this Section 5.1(c) will constitute
information that is subject to FNT's obligations under Article 6.

      (d) FNT shall not, without FNF's prior written consent, enter into any
agreement or arrangement that binds or purports to bind, directly or indirectly,
any member of the FNF Group.

Section 5.2. Stock Issuances. FNT will not, without the prior written consent of
FNF, issue any shares of stock of any type or other ownership interests or
securities, or any rights, warrants or options to acquire shares of stock of any
type or other ownership interests or securities (including, without limitation,
securities convertible into or exchangeable for shares of capital stock of any
type or other ownership interests or securities), if after giving effect to such
issuances and considering all of the shares of stock of any type or other
ownership interests or securities acquirable pursuant to such rights, warrants
and options to be outstanding on the date of such issuance (whether or not then
exercisable), FNT and FNF would not be affiliated within the meaning of Section
1504(a)(1) of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"), or any successor provision, or FNF would not control FNT within
the meaning of Section 368(c) of the Code or any successor provision.

                        ARTICLE 6. ACCESS TO INFORMATION

Section 6.1. Restrictions on Disclosure of Information.

      (a) Generally. Without limiting any rights or obligations under any other
existing or future agreement between the parties and/or any other members of
their respective Groups relating to confidentiality, until the date that is
three years after the end of the Coordinated Reporting Period each party will,
and each party will cause its respective Group members and its Representatives
to, hold in confidence, with at least the same degree of care that applies to
FNF's confidential and proprietary information pursuant to confidentiality
policies in effect as of the Distribution Date, all confidential and proprietary
information concerning the other Group that is either in its possession as of
the Distribution Date or furnished by the other Group or its respective
Representatives at any time pursuant to this Agreement, any Ancillary Agreement
or the transactions contemplated hereby or thereby. Notwithstanding the
foregoing, each party, its respective Group members and its Representatives may
disclose such information to the extent that such party can demonstrate that
such information is or was (i) in the public domain other than by the breach of
this Agreement or by breach of any other agreement between or among the parties
and/or any of their respective Group members relating to confidentiality, or
(ii) lawfully acquired from a third Person on a non-confidential basis or
independently developed by, or on behalf of, such party by Persons who do not
have access to any such information. Each party will maintain, and will cause
its respective Group members and Representatives to maintain, policies and
procedures, and develop such further policies and procedures as will from time
to time become necessary or appropriate, to ensure compliance with this Section
6.1.


                                       13


      (b) Disclosure of Third Person Information. Each party acknowledges that
it and other members of its Group may have in its or their possession
confidential or proprietary information of third Persons that was received under
a confidentiality or non-disclosure agreement between such third Person and the
other party. Each party will, and will cause its respective Group members and
its Representatives to, hold in strict confidence the confidential and
proprietary information of third Persons to which any member of such party's
Group has access, in accordance with the terms of any agreements entered into
between such third Person and the other party or a member of the other party's
Group.

Section 6.2. Legally Required Disclosure of Information.

      If either party or any of its respective Group members or Representatives
becomes legally required to disclose any information (the "Disclosing Party")
that it is otherwise obligated to hold in strict confidence pursuant to Section
6.1, such party will promptly notify the other party (the "Owning Party") and
will use all commercially reasonable efforts to cooperate with the Owning Party
so that the Owning Party may seek a protective order or other appropriate remedy
and/or waive compliance with this Section 6.2. All expenses reasonably incurred
by the Disclosing Party in seeking a protective order or other remedy will be
borne by the Owning Party. If such protective order or other remedy is not
obtained, or if the Owning Party waives compliance with this Section 6.2, the
Disclosing Party will (a) disclose only that portion of the information which
its legal counsel advises it is compelled to disclose or otherwise stand liable
for contempt or suffer other similar significant corporate censure or penalty,
(b) use all commercially reasonable efforts to obtain reliable assurance
requested by the Owning Party that confidential treatment will be accorded such
information, and (c) promptly provide the Owning Party with a copy of the
information so disclosed, in the same form and format so disclosed, together
with a list of all Persons to whom such information was disclosed.

Section 6.3. Access to Information.

      During the Retention Period (as defined in Section 6.4 below), each party
will provide to the other party, and will cause its respective Group members and
Representatives to provide to the other party, in accordance with the
requirements of this Section 6.3, reasonable Access upon reasonable advance
written request to all information (other than information which is (a)
protected from disclosure by the attorney-client privilege or work product
doctrine, (b) proprietary in nature, (c) the subject of a confidentiality
agreement between such party and a third Person which prohibits disclosure to
the other party, or (d) prohibited from disclosure under applicable law) owned
by such party or one of its Group members or within such party's or any of its
respective Group member's or Representative's possession which is created prior
to the Distribution Date and which relates to the business, assets or
liabilities of the requesting party (the "Requestor"), if such access is
reasonably required by the Requestor for any bona fide business purpose.
"Access" means the obligation of a party in possession of information (the
"Possessor") requested by the Requestor to conduct a diligent search designed to
identify and locate all requested information that is owned and/or possessed by
the Possessor or any respective Group members or Representatives and to collect
all such information for inspection by the Requestor during normal business
hours at the Possessor's place of business. Subject to such confidentiality
and/or security obligations as the Possessor may reasonably deem necessary, the
Requestor may have all requested information duplicated at Requestor's expense.


                                       14


Alternatively, the Possessor may choose to deliver, at the Requestor's expense,
all requested information to the Requestor in the form requested by the
Requestor. The Possessor will notify the Requestor in writing at the time of
delivery if such information is to be returned to the Possessor. In such case,
the Requestor will return such information when no longer needed to the
Possessor at the Requestor's expense. In connection with providing information
pursuant to this Section 6.3, each party hereto will, upon the request of the
other party and upon reasonable advance notice, make available during normal
business hours its respective employees (and those employees of its respective
Group members and Representatives, as applicable) to the extent that they are
reasonably necessary to discuss and explain all requested information with and
to the Requestor.

Section 6.4. Record Retention.

      FNT will, and will cause each of the other FNT Group members to, adopt and
comply with a record retention policy with respect to information owned by or in
the possession of the FNT Group and which is created prior to the Distribution
Date. FNF will, and FNF will cause each of the other FNF Group members to,
comply with the FNF record retention policy with respect to information owned by
or in the possession of the FNF Group and which is created prior to the
Distribution Date. Each party will, at its sole cost and expense, preserve and
retain all information in its respective possession or control that the other
party has the right to access pursuant to Section 6.3 or that it is required to
preserve and retain for such period as is required in accordance with such
record retention policy or for any longer period as may be required by (a) any
Government Authority, (b) any litigation matter, (c) applicable law, or (d) any
Ancillary Agreement (as applicable, the "Retention Period"). If either party
wishes to dispose of any information which it is obligated to retain under this
Section 6.4 prior to the expiration of the Retention Period, then that party
will first provide forty-five (45) days' written notice to the other party, and
the other party will have the right, at its option and expense, upon prior
written notice within such 45-day period, to take possession of such information
within ninety (90) days after the date of the notice provided pursuant to this
Section 6.4. Written notice of intent to dispose of such information will
include a description of the information in detail sufficient to allow the other
party to reasonably assess its potential need to retain such materials.

Section 6.5. Production of Witnesses.

      Each party will use commercially reasonable efforts, and will cause each
of its respective Group members to use commercially reasonable efforts, to make
reasonably available to each other, upon written request, its past and present
Representatives as witnesses to the extent that any such Representatives may
reasonably be required in connection with any legal, administrative or other
proceedings in which the requesting party may from time to time be involved.

Section 6.6. Reimbursement.

      Unless otherwise provided in this Article 6, each party providing access
to information or witnesses to the other party pursuant to Section 6.3, 6.4 or
6.5 will be entitled to receive from the receiving party, upon the presentation
of invoices therefor, payment for all reasonable, out-of-


                                       15


pocket costs and expenses (excluding allocated compensation and overhead
expenses) as may be reasonably incurred in providing such information or
witnesses.

Section 6.7. Other Agreements Regarding Access to Information.

      The rights and obligations of the parties under this Article 6 are subject
to any specific limitations, qualifications or additional provisions on the
sharing, exchange or confidential treatment of information set forth in this
Agreement or any Ancillary Agreement.

                        ARTICLE 7. ADDITIONAL COVENANTS

Section 7.1. Performance.

      FNF will cause to be performed, and hereby guarantees the performance of,
all actions, agreements and obligations set forth in this Agreement or in any
Ancillary Agreement to be performed by any member of the FNF Group. FNT will
cause to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth in this Agreement or in any Ancillary
Agreement to be performed by any member of the FNT Group. Each party further
agrees that it will cause its other Group members not to take any action or fail
to take any action inconsistent with such party's obligations under this
Agreement or any Ancillary Agreement.

Section 7.2. Insurance Matters.

      (a) Coverage. Until the Cut-off Date, FNF shall use its reasonable best
efforts to enable FNT and its subsidiaries and their respective directors and
officers to be covered under all policies of insurance maintained by FNF for
itself, its Subsidiaries and their respective directors and officers generally.
FNT will promptly pay or reimburse FNF, as the case may be, for all costs and
expenses associated with this coverage that are allocated by FNF to FNT and its
Subsidiaries in accordance with FNF's customary allocation methodology. FNT, its
Subsidiaries and each of their directors and officers may review such policies
upon request. FNF agrees to cooperate with and assist FNT in FNT obtaining
directors', officers' and other insurance coverage after the termination of
coverage under FNF's policies, including without limitation in obtaining any
tail coverage sought by FNT with respect to periods prior to such termination.

      (b) Payments and Reimbursements. All payments and reimbursements by FNT
pursuant to this Section 7.2 will be made promptly but in any event within
thirty (30) days after FNT's receipt of an invoice therefor from FNF.

      (c) Historical Loss Data. FNF will provide FNT with Access, upon written
request, to historical insurance loss information relating to the Transferred
Businesses and any other information relating to FNF's historic insurance
program with respect to the Transferred Businesses. Any such information
provided to FNT pursuant to this provision will also be subject to the
provisions of Section 6.3.


                                       16


                           ARTICLE 8. INDEMNIFICATION

Section 8.1. Indemnification by FNT Group.

      FNT will indemnify, defend and hold harmless FNF, each member of the FNF
Group, each of their respective past, present and future Representatives, and
each of their respective successors and assigns (collectively, the "FNF
Indemnified Parties") from and against any and all Indemnifiable Losses incurred
or suffered by the FNF Indemnified Parties arising or resulting from the
following, whether, except as set forth below, such Indemnifiable Losses arise
or accrue prior to, on or following the Distribution Date:

      (a) the ownership or operation of the assets or properties, and the
operations or conduct, of the Transferred Businesses, or any other business of
the FNT Group, whether arising before or after the Distribution Date (for the
avoidance of doubt, this clause (a) shall include, without limitation, any
Indemnifiable Losses of the FNF Indemnified Parties arising or resulting from
the action titled McCabe v. Fidelity National Financial Inc., et al or any
alleged or actual conduct that forms the basis for such action);

      (b) without limiting clause (a), any guarantee, indemnification
obligation, surety bond or other credit support arrangement by FNF or any of its
Affiliates for the benefit of FNT or any of FNT's Affiliates, subject to any
limitations on liability in such agreement;

      (c) any breach by FNT or any of FNT's Affiliates of this Agreement, the
Ancillary Agreements, any other agreement to which any of them is a party, FNT's
certificate of incorporation, FNT's by-laws or any law or regulation;

      (d) any untrue statement of, or omission to state, a material fact in the
FNF Public Filings to the extent it was as a result of information that FNT
furnished to FNF or which FNF incorporated by reference from the FNT Public
Filings, if such statement or omission was made or occurred after the
Distribution Date; and

      (e) any untrue statement of, or omission to state, a material fact in any
registration statement or any prospectus that FNT may prepare or any FNT Public
Filing, except to the extent the statement was made or omitted in reliance upon
information provided to FNT by FNF expressly for use in any registration
statement, prospectus or FNT Public Filing, or information relating to and
provided by any underwriter expressly for use in any registration statement or
prospectus.

Section 8.2. Indemnification by FNF Group.

      FNF will indemnify, defend and hold harmless each member of the FNT Group,
each of their respective past, present and future Representatives, and each of
their respective successors and assigns (collectively, the "FNT Indemnified
Parties") from and against any and all Indemnifiable Losses incurred or suffered
by the FNT Indemnified Parties arising or resulting from the following, whether,
except as set forth below, such Indemnifiable Losses arise or accrue prior to,
on or following the Distribution Date:


                                       17


      (a) the ownership or operation of the assets or properties, and the
operations or conduct, of FNF and all other members of the FNF Group, whether
arising before or after the Distribution Date;

      (b) any guarantee, indemnification obligation, surety bond or other credit
support arrangement by FNT or any of its Affiliates for the benefit of FNF or
any of FNF's Affiliates, subject to any limitations on liability in such
agreement;

      (c) any breach by FNF or any of its Affiliates of this Agreement, any of
the Ancillary Agreements, any other agreement to which any of them is a party,
FNF's certificate of incorporation, FNF's by-laws, or any law or regulation;

      (d) any untrue statement of, or omission to state, a material fact in the
FNT Public Filings to the extent it was as a result of information that FNF
furnished to FNT or which FNT incorporated by reference from FNF's Public
Filings;

      (e) any untrue statement of, or omission to state, a material fact
contained in any registration statement or any prospectus that FNT may prepare,
but only to the extent the untrue statement or omission was made or omitted in
reliance upon information provided by FNF expressly for use in any registration
statement or prospectus; and

      (f) any action or liability arising as a result of the Distribution.

Section 8.3. Claim Procedure.

      (a) Claim Notice. A party that seeks indemnity under this Article 8 (an
"Indemnified Party") will give written notice (a "Claim Notice") to the party
from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on the
part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability or obligation hereunder except
to the extent of any Damages caused by or arising out of such failure.

      (b) Response to Notice of Claim. Within thirty (30) days after delivery of
a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a
written response in which the Indemnifying Party will either: (i) agree that the
Indemnified Party is entitled to receive all of the Claimed Amount, in which
case the Indemnifying Party will pay the Claimed Amount in accordance with a
payment and distribution method reasonably acceptable to the Indemnified Party;
or (ii) dispute that the Indemnified Party is entitled to receive all or any
portion of the Claimed Amount, in which case, the parties will resort to the
dispute resolution procedures set forth in Section 9.3.

      (c) Contested Claims. In the event that the Indemnifying Party disputes
the Claimed Amount, as soon as practicable but in no event later than ten (10)
Business Days after the receipt


                                       18


of the notice referenced in Section 8.3(b)(ii) hereof, the parties will begin
the process of resolving the matter in accordance with the dispute resolution
provisions of Section 9.3 hereof. Upon ultimate resolution thereof, the parties
will take such actions as are reasonably necessary to comply with such
resolution.

      (d) Third Party Claims.

            (i) In the event that the Indemnified Party receives notice or
      otherwise learns of the assertion by a Person who is not a member of
      either Group of any claim or the commencement of any Action (collectively,
      a "Third-Party Claim") with respect to which the Indemnifying Party may be
      obligated to provide indemnification under this Article 8, the Indemnified
      Party will give written notification to the Indemnifying Party of the
      Third-Party Claim. Such notification will be given within five (5)
      Business Days after receipt by the Indemnified Party of notice of such
      Third-Party Claim, will be accompanied by reasonable supporting
      documentation submitted by such third party (to the extent then in the
      possession of the Indemnified Party) and will describe in reasonable
      detail (to the extent known by the Indemnified Party) the facts
      constituting the basis for such Third-Party Claim and the amount of the
      claimed Damages; provided, however, that no delay or deficiency on the
      part of the Indemnified Party in so notifying the Indemnifying Party will
      relieve the Indemnifying Party of any liability or obligation hereunder
      except to the extent of any Damages caused by or arising out of such
      failure. Within twenty (20) Business Days after delivery of such
      notification, the Indemnifying Party may, upon written notice thereof to
      the Indemnified Party, assume control of the defense of such Third-Party
      Claim with counsel reasonably satisfactory to the Indemnified Party.
      During any period in which the Indemnifying Party has not so assumed
      control of such defense, the Indemnified Party will control such defense.

            (ii) The party not controlling such defense (the "Non-controlling
      Party") may participate therein at its own expense; provided, however,
      that if the Indemnifying Party assumes control of such defense and the
      Indemnified Party concludes that the Indemnifying Party and the
      Indemnified Party have conflicting interests or different defenses
      available with respect to such Third-Party Claim, the reasonable fees and
      expenses of one separate counsel to all Indemnified Parties will be
      considered "Damages" for purposes of this Agreement. The party controlling
      such defense (the "Controlling Party") will keep the Non-controlling Party
      reasonably advised of the status of such Third-Party Claim and the defense
      thereof and will consider in good faith recommendations made by the
      Non-controlling Party with respect thereto. The Non-controlling Party will
      furnish the Controlling Party with such information as it may have with
      respect to such Third-Party Claim (including copies of any summons,
      complaint or other pleading which may have been served on such party and
      any written claim, demand, invoice, billing or other document evidencing
      or asserting the same) and will otherwise cooperate with and assist the
      Controlling Party in the defense of such Third-Party Claim.

            (iii) The Indemnifying Party will not agree to any settlement of, or
      the entry of any judgment arising from, any such Third-Party Claim without
      the prior written consent of the Indemnified Party, which consent will not
      be unreasonably withheld or delayed;


                                       19


      provided, however, that the consent of the Indemnified Party will not be
      required if (A) the Indemnifying Party agrees in writing to pay any
      amounts payable pursuant to such settlement or judgment, and (B) such
      settlement or judgment includes a full, complete and unconditional release
      of the Indemnified Party from further liability. The Indemnified Party
      will not agree to any settlement of, or the entry of any judgment arising
      from, any such Third-Party Claim without the prior written consent of the
      Indemnifying Party, which consent will not be unreasonably withheld or
      delayed.

Section 8.4. Contribution.

      (a) If the indemnification provided for in this Article 8 is unavailable
to, or insufficient to hold harmless an Indemnified Party under Section 8.1(d),
8.1(e), 8.2(d) or 8.2(e) hereof in respect of any Indemnifiable Losses referred
to therein, then each Indemnifying Party shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Indemnifiable Losses (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the actions which resulted in Indemnifiable Losses as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, another other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact related to information supplied by
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      (b) The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8.4 were determined by a pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (a) above. The amount paid
or payable by an Indemnified Party as a result of the Indemnifiable Losses
referred to in paragraph (a) above shall be deemed to include, subject to the
limitations set forth above, any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating any claim or
defending any Action. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

Section 8.5. Limitations.

      (a) Insurance Proceeds; Third Party Coverage. The amount of any Damages
for which indemnification is provided under this Agreement will be net of any
amounts actually recovered by the Indemnified Party from any third Person
(including, without limitation, amounts actually recovered under insurance
policies) with respect to such Damages. Any Indemnifying Party hereunder will be
subrogated to the rights of the Indemnified Party upon payment in full of the
amount of the relevant indemnifiable Damages. An insurer who would otherwise be
obligated to pay any claim will not be relieved of the responsibility with
respect thereto or, solely by virtue of the indemnification provision hereof,
have any subrogation rights with respect thereto. If any Indemnified Party
recovers an amount from a third Person in respect of Damages for which
indemnification is provided in this Agreement after the full amount of


                                       20


such indemnifiable Damages has been paid by an Indemnifying Party or after an
Indemnifying Party has made a partial payment of such indemnifiable Damages and
the amount received from the third Person exceeds the remaining unpaid balance
of such indemnifiable Damages, then the Indemnified Party will promptly remit to
the Indemnifying Party the excess (if any) of (X) the sum of the amount
theretofore paid by such Indemnifying Party in respect of such indemnifiable
Damages plus the amount received from the third Person in respect thereof, less
(Y) the full amount of such indemnifiable Damages.

      (b) Tax Characterization. Any indemnification payment made under this
Agreement will be characterized for Tax purposes as a contribution or
distribution or payment of an assumed or retained liability, as applicable.

      (c) Other Agreements. Notwithstanding anything to the contrary in Section
8.1 or Section 8.2, (i) indemnification with respect to Taxes shall be governed
exclusively by the Tax Matters Agreement, (ii) to the extent the Intellectual
Property Cross License Agreement specifically provides indemnification with
respect to Third-Party Claims for infringement of Intellectual Property rights,
the Intellectual Property Cross License Agreement shall govern with respect to
that indemnification, and (iii) to the extent the Employee Matters Agreement
specifically provides indemnification with respect to certain employee-related
Liabilities, the Employee Matters Agreement shall govern with respect to that
indemnification. To the extent indemnification is not provided in such Ancillary
Agreements, the terms of this Agreement shall govern.

      (d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP
MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED
PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY
DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT
AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT,
COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS
NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH
DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT BE SUBJECT TO THE LIMITATION SET
FORTH IN THIS SECTION 8.5(f).

                            ARTICLE 9. MISCELLANEOUS

Section 9.1. Governing Law.

      The internal laws of the State of Florida (without reference to its
principles of conflicts of law) govern the construction, interpretation and
other matters arising out of or in connection with this Agreement (including,
for the avoidance of doubt, those claims or disputes referenced in Section
9.3(d)) and, unless expressly provided therein, each Ancillary Agreement, and
each of the exhibits and schedules hereto and thereto (whether arising in
contract, tort, equity or otherwise).


                                       21


Section 9.2. Jurisdiction.

      Subject to Section 9.3, if any Dispute arises out of or in connection with
this Agreement or any Ancillary Agreement, except as expressly contemplated by
another provision of this Agreement or any Ancillary Agreement, the parties
irrevocably (and the parties will cause each other member of their respective
Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Duval County, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 9.3. Dispute Resolution.

      (a) Amicable Resolution. FNF and FNT mutually desire that friendly
collaboration will continue between them. Accordingly, they will try, and they
will cause their respective Group members to try, to resolve in an amicable
manner all disagreements and misunderstandings connected with their respective
rights and obligations under this Agreement or any Ancillary Agreement,
including any amendments hereto or thereto. In furtherance thereof, in the event
of any dispute or disagreement (a "Dispute") between any FNF Group member and
any FNT Group member as to the interpretation of any provision of this Agreement
or any Ancillary Agreement executed in connection herewith or therewith (or the
performance of obligations hereunder or thereunder), then unless otherwise
provided in any Ancillary Agreement, the matter, upon written request of either
party, will be referred for resolution to a steering committee established
pursuant to this Section 9.3(a) (the "Steering Committee"). The Steering
Committee will have two members, one of whom will be appointed by FNF and the
other of whom will be appointed by FNT, and each of whom shall be a senior
executive of the party appointing the member. The Steering Committee will make a
good faith effort to promptly resolve all Disputes referred to it. Steering
Committee decisions will be unanimous and will be binding on FNF and FNT. If the
Steering Committee does not agree to a resolution of a Dispute within fifteen
(15) days after the reference of the matter to it, the Dispute will be referred
to the Presidents of FNF and of FNT. If the Presidents do not agree to a
resolution of the Dispute within fifteen (15) days after the reference of the
matter to them, then the parties will be free to exercise the remedies available
to them under applicable law, subject to Sections 9.3(b) and 9.3(c).

      (b) Mediation. In the event any Dispute cannot be resolved in a friendly
manner as set forth in Section 9.3(a), the parties intend that such Dispute be
resolved by mediation. If the Steering Committee is unable to resolve the
Dispute as contemplated by Section 9.3(a), either FNF or FNT may demand
mediation of the Dispute by written notice to the other in which case the two
parties will select a mediator within ten (10) days after the demand. Neither
party may unreasonably withhold consent to the selection of the mediator. Each
of FNF and FNT will bear its own costs of mediation but both parties will share
the costs of the mediator equally.

      (c) Arbitration. In the event that the Dispute is not resolved in a
friendly manner as set forth in Section 9.3(a) or through mediation pursuant to
Section 9.3(b), the latter within thirty (30) days of the submission of the
Dispute to mediation, either party involved in the Dispute may submit the
dispute to binding arbitration pursuant to this Section 9.3(c). All Disputes
submitted


                                       22


to arbitration pursuant to this Section 9.3(c) shall be resolved in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
unless the parties involved mutually agree to utilize an alternate set of rules,
in which event all references herein to the American Arbitration Association
shall be deemed modified accordingly. Expedited rules shall apply regardless of
the amount at issue. Arbitration proceedings hereunder may be initiated by
either party making a written request to the American Arbitration Association,
together with any appropriate filing fee, at the office of the American
Arbitration Association in Orlando, Florida. The arbitration shall be by a
single qualified arbitrator ("Arbitrator") experienced in the matters at issue,
such Arbitrator to be mutually agreed upon by FNF and FNT. If the parties fail
to agree on an Arbitrator within thirty (30) days after notice of commencement
of arbitration, the American Arbitration Association shall, upon the request of
any party to the dispute or difference, appoint the Arbitrator. All arbitration
proceedings shall be held in the city of Jacksonville, Florida in a location to
be specified by the Arbitrator (or any place agreed to by the parties and the
Arbitrator). Any order or determination of the arbitral tribunal shall be final
and binding upon the parties to the arbitration as to matters submitted and may
be enforced by any party to the Dispute in any court having jurisdiction over
the subject matter or over any of the parties. The parties agree that the length
of time to be provided in any arbitration action to conduct discovery shall be
limited to ninety (90) days, the length of time to conduct the arbitration
hearing shall be limited to ten (10) days (with each party having equal time)
and that the Arbitrator shall be required to render his or her decision within
thirty (30) days of the completion of the arbitration hearing. All costs and
expenses incurred by the Arbitrator shall be shared equally by the parties. Each
party shall bear its own costs and expenses in connection with any such
arbitration proceeding. The use of any alternative dispute resolution procedures
hereunder will not be construed under the doctrines of laches, waiver or
estoppel to affect adversely the rights of either party.

      (d) Non-Exclusive Remedy.

            (i) Nothing in this Section 9.3 will prevent either FNF or FNT from
      commencing formal litigation proceedings or seeking injunctive or similar
      relief if any delay resulting from efforts to mediate such Dispute could
      result in serious and irreparable injury to FNF, FNT or any member of
      either party's Group.

            (ii) Nothing in this Section 9.3 will prevent either FNF or FNT from
      immediately seeking injunctive or interim relief in the event of any
      actual or threatened breach of any confidentiality provisions of this
      Agreement. If an arbitral tribunal has not been appointed with respect to
      any Dispute at the time of such actual or threatened breach, then either
      party may seek such injunctive or interim relief from any court with
      jurisdiction over the matter. If an arbitral tribunal has been appointed
      with respect to any Dispute at the time of such actual or threatened
      breach, then the parties agree to submit to the jurisdiction of the state
      and federal courts of Duval County, Florida, pursuant to Section 9.2, with
      respect to such matter.

      (e) Commencement of Dispute Resolution Procedure. Notwithstanding anything
to the contrary in this Agreement or any Ancillary Agreement, FNF and FNT are
the only members of their respective Group entitled to commence a dispute
resolution procedure under this Agreement, whether pursuant to Section 8.3, this
Section 9.3 or otherwise, and each party will


                                       23


cause its respective Group members not to commence any dispute resolution
procedure other than through such party as provided in this Section 9.3(e).

Section 9.4. Notices.

      Each party giving any notice required or permitted under this Agreement or
any Ancillary Agreement will give the notice in writing and use one of the
following methods of delivery to the party to be notified, at the address set
forth below or another address of which the sending party has been notified in
accordance with this Section 9.4: (a) personal delivery; (b) facsimile or
telecopy transmission with a reasonable method of confirming transmission; (c)
commercial overnight courier with a reasonable method of confirming delivery; or
(d) pre-paid, United States of America certified or registered mail, return
receipt requested. Notice to a party is effective for purposes of this Agreement
or any Ancillary Agreement only if given as provided in this Section 9.4 and
will be deemed given on the date that the intended addressee actually receives
the notice.

      If to FNF, to

            Fidelity National Financial, Inc.
            Attention: General Counsel
            601 Riverside Avenue
            Jacksonville, FL, 32201
            Telephone:  904.854.8152

      If to FNT, to:

            Fidelity National Title Group, Inc.
            Attention: General Counsel
            601 Riverside Avenue
            Jacksonville, FL, 32201
            Telephone:  904.854.8100

Section 9.5. Binding Effect and Assignment.

      This Agreement and each Ancillary Agreement binds and benefits the parties
and their respective successors and assigns. Notwithstanding anything in Section
6.8 to the contrary, neither party may assign any of its rights or delegate any
of its obligations under this Agreement or any Ancillary Agreement without the
written consent of the other party which consent may be withheld in such party's
sole and absolute discretion and any assignment or attempted assignment in
violation of the foregoing will be null and void. Notwithstanding the preceding
sentence, either party may assign this Agreement and any Ancillary Agreement in
connection with a merger transaction in which such party is not the surviving
entity or the sale of all or substantially all of its assets.

Section 9.6. Severability.

      If any provision of this Agreement or any Ancillary Agreement is
determined to be invalid, illegal or unenforceable, the remaining provisions of
this Agreement or such Ancillary Agreement, as the case may be, shall remain in
full force, if the essential terms and conditions of


                                       24


this Agreement or such Ancillary Agreement, as the case may be, for each party
remain valid, binding and enforceable.

Section 9.7. Entire Agreement.

      This Agreement constitutes the final agreement between the parties, and is
the complete and exclusive statement of the parties' agreement on the matters
contained herein. All prior and contemporaneous negotiations and agreements
between the parties with respect to the matters contained herein are superseded
by this Agreement. In the event of any conflict between any provision in this
Agreement and any provision in any Ancillary Agreement pertaining to the subject
matter of such Ancillary Agreement, the specific provisions in such Ancillary
Agreement will control over the provisions in this Agreement.

Section 9.8. Counterparts.

      The parties may execute this Agreement in multiple counterparts, each of
which constitutes an original as against the party that signed it, and all of
which together constitute one agreement. The signatures of both parties need not
appear on the same counterpart. The delivery of signed counterparts by facsimile
or email transmission that includes a copy of the sending party's signature is
as effective as signing and delivering the counterpart in person.

Section 9.9. Expenses.

      Except as otherwise set forth herein or in any Ancillary Agreement, FNT
shall be responsible for all costs (including third party costs) incurred in
connection with this Agreement.

Section 9.10. Amendment.

      The parties may amend this Agreement only by a written agreement signed by
each party to be bound by the amendment and that identifies itself as an
amendment to this Agreement.

Section 9.11. Waiver.

      The parties may waive a provision of this Agreement only by a writing
signed by the party intended to be bound by the waiver. A party is not prevented
from enforcing any right, remedy or condition in the party's favor because of
any failure or delay in exercising any right or remedy or in requiring
satisfaction of any condition, except to the extent that the party specifically
waives the same in writing. A written waiver given for one matter or occasion is
effective only in that instance and only for the purpose stated. A waiver once
given is not to be construed as a waiver for any other matter or occasion. Any
enumeration of a party's rights and remedies in this Agreement is not intended
to be exclusive, and a party's rights and remedies are intended to be cumulative
to the extent permitted by law and include any rights and remedies authorized in
law or in equity.

Section 9.12. Authority.

      Each of the parties represents to the other that (a) it has the corporate
or other requisite power and authority to execute, deliver and perform this
Agreement and each of the Ancillary


                                       25


Agreements to which it is a party, (b) the execution, delivery and performance
of this Agreement and each of the Ancillary Agreements to which it is a party
have been duly authorized by all necessary corporate or other action, (c) it has
duly and validly executed and delivered this Agreement and each of the Ancillary
Agreements to which it is a party, and (d) this Agreement and each of the
Ancillary Agreements to which it is a party is a legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and general equity principles.

Section 9.13.  Construction of Agreement.

      (a) Where this Agreement states that a party "will" or "shall" perform in
some manner or otherwise act or omit to act, it means that the party is legally
obligated to do so in accordance with this Agreement or such Ancillary
Agreement, as applicable.

      (b) The captions, titles and headings, and table of contents, included in
this Agreement are for convenience only, and do not affect this Agreement's
construction or interpretation. When a reference is made in this Agreement to an
Article or a Section, exhibit or schedule, such reference will be to an Article
or Section of, or an exhibit or schedule to, this Agreement unless otherwise
indicated.

      (c) Neither this Agreement nor any uncertainty or ambiguity herein shall
be construed against any party under any rule of construction, and no party
shall be considered the draftsman. The parties acknowledge and agree that this
Agreement has been reviewed, negotiated, and accepted by all parties and their
attorneys and shall be construed and interpreted according to the ordinary
meaning of the words used so as fairly to accomplish the purposes and intentions
of all parties hereto.

      (d) This Agreement is for the sole benefit of the parties hereto and their
respective Group members and, except for the indemnification rights of the FNF
Indemnified Parties and the FNT Indemnified Parties under this Agreement, do
not, and are not intended to, confer any rights or remedies in favor of any
Person (including any employee or stockholder of FNF or FNT) other than the
parties signing this Agreement and their respective Group members.

      (e) The words "including," "includes," or "include" are to be read as
listing non-exclusive examples of the matters referred to, whether or not words
such as "without limitation" or "but not limited to" are used in each instance.

      (f) For purposes of this Agreement, after the Distribution Date the
Transferred Businesses will be deemed to be the business of FNT and the FNT
Group, and all references made in this Agreement to FNT as a party which
operates as of a time following the Distribution Date, will be deemed to refer
to all members of the FNT Group as a single party where appropriate.


                                       26


      (g) Any reference in this Agreement to a "member" of a Group means a party
to this Agreement or another Person referred to in the definition of FNT Group
or FNF Group, as applicable.

Section 9.14. Termination.

      This Agreement may be terminated only by mutual consent of both FNT and
FNF.

Section 9.15. Limitation on Damages.

      EXCEPT TO THE EXTENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER, BUT
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST
PROFITS IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES, OR INJURIES ARISING OUT
OF THE CONDUCT OF SUCH PARTY PURSUANT TO THIS AGREEMENT.

      IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by a duly authorized officer on the date first set forth
above.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By /s/ Todd C. Johnson
                                           -------------------------------------
                                           Todd C. Johnson
                                           Senior Vice President

                                        FIDELITY NATIONAL TITLE GROUP, INC.


                                        By /s/ Raymond R. Quirk
                                           -------------------------------------
                                           Raymond R. Quirk
                                           Chief Executive Officer















                                       27

                                                                    Exhibit 10.2

                                                                 EXECUTION DRAFT

                          CORPORATE SERVICES AGREEMENT

         This Corporate Services Agreement (this "Agreement") is effective as of
September 27, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation ("FNT" or "PROVIDING PARTY"), and
FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("FNF" or "RECEIVING
PARTY"). FNT and FNF shall be referred to together in this Agreement as the
"Parties" and individually as a "Party."

         WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant to
which FNT has been formed and will be the holding company for all of FNF's title
insurance subsidiaries and operations; and

         WHEREAS, in conjunction with this restructuring plan, the Parties have
entered into a Separation Agreement dated as of September 27, 2005 (the
"Separation Agreement"); and

         WHEREAS, in conjunction with the Separation Agreement, the Parties wish
to enter into this Agreement;

         NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

         1.1 Corporate Services. This Agreement sets forth the terms and
conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various
corporate services and products, as more fully described below and in Schedule
1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the
Resumed Services and Special Projects (as defined below), collectively, the
"Corporate Services").

                  (a) PROVIDING PARTY, through its Subsidiaries (as defined
below) and their respective employees, agents or contractors, shall provide or
cause to be provided to RECEIVING PARTY and its Subsidiaries all services set
forth on Schedule 1.1(a) (the "Scheduled Services") on and after the Effective
Date (with such services to be provided to the RECEIVING PARTY's Subsidiaries as
they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause
(ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees to PROVIDING PARTY for
providing the Scheduled Services or causing the Scheduled Services to be
provided as set forth in Schedule 1.1(a). For purposes of this Agreement,
"Subsidiary" means, with respect to any person or entity, any corporation or
other legal entity of which such person or entity controls or owns, directly or
indirectly, more than fifty percent (50%) of the stock or other equity interest
entitled to vote on the election of the members to the board of directors or
similar governing body, provided, however, that when and with respect to the
RECEIVING PARTY, "Subsidiary" shall not include (X) Fidelity National
Information Services,

                                       1



Inc. ("FIS") or any of its Subsidiaries, or (Y) PROVIDING PARTY or any of its
Subsidiaries; and "Affiliate" means, with respect to any person or entity, any
corporation, partnership, company, or other entity that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified person, except that (i) in the case of
PROVIDING PARTY, "Affiliate" shall not include (A) FNF or any FNF Subsidiary
that is not a direct or indirect Subsidiary of PROVIDING PARTY, or (B) FIS or
any FIS Subsidiary, and (ii) in the case of RECEIVING PARTY, "Affiliate" shall
include not include (A) PROVIDING PARTY or any of its Subsidiaries, or (B) FIS
or any FIS Subsidiary. As used herein, "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such entity, whether through ownership of voting securities or
other interests, by contract or otherwise.

                  (b) PROVIDING PARTY, through its Subsidiaries and their
respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING
PARTY was performing for RECEIVING PARTY and its Subsidiaries as of the
Effective Date that pertain to and are a part of Scheduled Services under
Section 1.1(a) (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)), which are not expressly included in
the list of Scheduled Services in Schedule 1.1(a), but are required to conduct
the business of RECEIVING PARTY and its Subsidiaries (the "Omitted Services"),
unless RECEIVING PARTY consents in writing to the termination of such services.
Such Omitted Services shall be added to Schedule 1.1(a) and thereby become
Scheduled Services, as soon as reasonably practicable after the Effective Date
by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been
allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for such
Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall
pay to PROVIDING PARTY for providing the Omitted Services or causing the Omitted
Services to be provided hereunder fees equal to the actual fees paid for such
Omitted Services immediately preceding the Effective Date; provided, that
payment of such fees by the RECEIVING PARTY for the Omitted Services provided
hereunder shall be retroactive to the first day of the calendar quarter in which
either Party identifies such services as Omitted Services, but in no event shall
RECEIVING PARTY be required to pay for any Omitted Services provided hereunder
by the PROVIDING PARTY or its Subsidiaries prior to the Effective Date. In the
event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or
otherwise paid PROVIDING PARTY or its Subsidiaries for such Omitted Services
immediately prior to the Effective Date, the Parties shall negotiate in good
faith a fee to be based on the cost of providing such Omitted Services, which
shall in no event be less than the Default Fee (as defined below); provided,
that payment of such fees by the RECEIVING PARTY for the Omitted Services
provided hereunder by the RECEIVING PARTY shall be retroactive to the first day
of the calendar quarter in which either the Party identifies such services as
Omitted Services, but in no event shall RECEIVING PARTY be required to pay for
any such Omitted Services provided hereunder by the PROVIDING PARTY or its
Subsidiaries prior to the Effective Date. The "Default Fee" means an amount
equal to one hundred fifty percent (150%) of the salary of each full-time
employee, on an hourly basis, who provides the applicable Corporate Service or
Transition Assistance (as defined in Section 2.3).

                                        2



                  (c) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been
terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the "Resumed
Services"); provided, that PROVIDING PARTY shall have no obligation to provide a
Resumed Service if providing such Resumed Service will have a material adverse
impact on the other Corporate Services. Schedule 1.1(a) shall from time to time
be amended to reflect the resumption of a Resumed Service and the Resumed
Service shall be set forth thereon as a Scheduled Service.

                  (d) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide additional corporate
services that are not described in the Schedule 1.1(a) and that are neither
Omitted Services nor Resumed Services ("Special Projects"). RECEIVING PARTY
shall submit a written request to PROVIDING PARTY specifying the nature of the
Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

         1.2 Provision of Corporate Services; Excused Performance. To the extent
commercially reasonable, the Parties will work together and begin the process of
migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, or one
or more of its Subsidiaries or a third party (at RECEIVING PARTY's direction)
such that the completion of the migration of the Corporate Services from
PROVIDING PARTY to RECEIVING PARTY, or one or more of its Subsidiaries or a
third party, as the case may be, shall occur prior to the end of the Term.
PROVIDING PARTY shall provide or cause to be provided each of the Corporate
Services through the expiration of the Term, except (i) as automatically
modified by earlier termination of a Corporate Service by RECEIVING PARTY in
accordance with this Agreement, (ii) for Corporate Services to or for the
benefit of any entity which ceases to be a Subsidiary of RECEIVING PARTY prior
to the end of the Term, or (iii) as otherwise agreed to by the Parties in
writing.

         1.3 Third Party Vendors; Consents.

                  (a) PROVIDING PARTY shall use its commercially reasonable
efforts to keep and maintain in effect its relationships with its vendors that
are integral to the provision of the Corporate Services. PROVIDING PARTY shall
use commercially reasonable efforts to

                                       3



procure any waivers, permits, consents or sublicenses required by third party
licensors, vendors or service providers under existing agreements with such
third parties in order to provide any Corporate Services hereunder ("Third Party
Consents"). In the event that PROVIDING PARTY is unable to procure such Third
Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so
notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to
another vendor. If, after the Effective Date, any one or more vendors (i)
terminates its contractual relationship with PROVIDING PARTY or ceases to
provide the products or services associated with the Corporate Services or (ii)
notifies PROVIDING PARTY of its desire or plan to terminate its contractual
relationship with PROVIDING PARTY or (iii) ceases providing the products or
services associated with the Corporate Services, then, in either case, PROVIDING
PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with
the transition to another vendor so that RECEIVING PARTY may continue to receive
similar products and services.

                  (b) PROVIDING PARTY shall not be required to transfer or
assign to RECEIVING PARTY any third party software licenses or any hardware
owned by PROVIDING PARTY or its Subsidiaries in connection with the provision of
the Corporate Services or at the conclusion of the Term.

         1.4 Dispute Resolution.

                  (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

                  (b) Arbitration. In the event that the Dispute is not resolved
in a friendly manner as set forth in Section 1.4(a), either Party involved in
the Dispute may submit the dispute to binding arbitration pursuant to this
Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section
1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, unless the Parties involved mutually agree
to utilize an alternate set of rules, in which event all references herein to
the American Arbitration Association shall be deemed modified accordingly.
Expedited rules shall apply regardless of the amount at issue. Arbitration
proceedings hereunder may be initiated by either Party making a

                                       4



written request to the American Arbitration Association, together with any
appropriate filing fee, at the office of the American Arbitration Association in
Orlando, Florida. All arbitration proceedings shall be held in the city of
Jacksonville, Florida in a location to be specified by the arbitrators (or any
place agreed to by the Parties and the arbitrators). The arbitration shall be by
a single qualified arbitrator experienced in the matters at issue, such
arbitrator to be mutually agreed upon by PROVIDING PARTY and RECEIVING PARTY. If
PROVIDING PARTY and RECEIVING PARTY fail to agree on an arbitrator within thirty
(30) days after notice of commencement of arbitration, the American Arbitration
Association shall, upon the request of any Party to the Dispute, appoint the
arbitrator. Any order or determination of the arbitral tribunal shall be final
and binding upon the Parties to the arbitration as to matters submitted and may
be enforced by any Party to the Dispute in any court having jurisdiction over
the subject matter or over any of the Parties. All costs and expenses incurred
in connection with any such arbitration proceeding (including reasonable
attorneys' fees) shall be borne by the Party incurring such costs. The use of
any alternative dispute resolution procedures hereunder will not be construed
under the doctrines of laches, waiver or estoppel to affect adversely the rights
of either Party.

                  (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will
prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking
injunctive or interim relief in the event (i) of any actual or threatened breach
of any of the provisions of Article VIII or (ii) that the Dispute relates to, or
involves a claim of, actual or threatened infringement of intellectual property.
All such actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

                  (d) Commencement of Dispute Resolution Procedure.
Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and
RECEIVING PARTY, but none of their respective Subsidiaries or affiliates, are
entitled to commence a dispute resolution procedure under this Agreement,
whether pursuant to Article XI, this Section 1.4 or otherwise, and each Party
will cause its respective affiliates not to commence any dispute resolution
procedure other than through such Party as provided in this Section 1.4(d).

                  (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

         1.5 Standard of Services.

                  (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

                  (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the

                                       5



disaster recovery program maintained by PROVIDING PARTY will not include a
business continuity program.

                  (c) If RECEIVING PARTY provides PROVIDING PARTY with written
notice ("Shortfall Notice") of the occurrence of any Significant Service
Shortfall (as defined below), as determined by RECEIVING PARTY in good faith,
PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as
reasonably possible. For purposes of this Section 1.5(c), a "Significant Service
Shortfall" shall be deemed to have occurred if the timing or quality of
performance of Corporate Services provided by PROVIDING PARTY hereunder falls
below the standard required by Section 1.5(a) hereof; provided that PROVIDING
PARTY's obligations under this Agreement shall be relieved to the extent, and
for the duration of, any force majeure event as set forth in Article V.

         1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

         1.7 Ownership of Materials; Results and Proceeds. All data and
information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with
the Corporate Services or the Transition Assistance (as defined in Section 2.3)
(the "RECEIVING PARTY Data"), and all results and proceeds of the Corporate
Services and the Transition Assistance with regard to the RECEIVING PARTY Data,
is and will remain, as between the Parties, the property of the RECEIVING PARTY.
The PROVIDING PARTY shall not and shall not permit its Subsidiaries to use the
RECEIVING PARTY Data for any purpose other than to provide the Corporate
Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

         2.1 Term. The term (the "Term") of this Agreement shall commence as of
the date hereof and shall continue until the date on which the last of the
Scheduled Services under this Agreement is terminated or the date on which this
Agreement is terminated by mutual agreement of the Parties, whichever is earlier
(in either case, the "Termination Date"); provided, however, that in no event
shall the Term:

                  (a) expire later than the date that is six (6) months after
any event or circumstance causing FNF to own or control, directly or indirectly,
fifty percent (50%) or less of the stock, or other equity interest entitled to
vote on the election of the members to the board of directors or similar
governing body, of FNT, and

                  (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

                                       6



         2.2 Termination.

                  (a) If RECEIVING PARTY is not able to complete its transition
of the Corporate Services by the Termination Date, then upon written notice
provided to PROVIDING PARTY at least thirty (30) days prior to the Termination
Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY
to provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

                  (b) If RECEIVING PARTY wishes to terminate a Corporate Service
(or a portion thereof) on a date that is earlier than the Termination Date,
RECEIVING PARTY shall provide written notice (the "Termination Notice") to
PROVIDING PARTY of a proposed termination date for such Corporate Service (or
portion thereof), at least ninety (90) days prior to such proposed termination
date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice
to RECEIVING PARTY (the "Termination Dispute Notice") in the event that the
PROVIDING PARTY believes in good faith that, notwithstanding the PROVIDING PARTY
using its commercially reasonable efforts, the requested termination will have a
material adverse impact on other Corporate Services and the scope of such
adverse impact. In such event, the Parties will resolve the dispute in
accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination
Dispute Notice, based on the standards set forth above, within ten (10) days of
the date on which the Termination Notice was received, then, effective on the
termination date proposed by RECEIVING PARTY in its Termination Notice, such
Corporate Service (or portion thereof) shall be discontinued (thereafter, a
"Discontinued Corporate Service") and deemed deleted from the Scheduled Services
to be provided hereunder and thereafter, this Agreement shall be of no further
force and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be
adjusted in accordance therewith and the provisions of Article III.
Notwithstanding anything to the contrary contained herein, at any time that
employees of PROVIDING PARTY or its Subsidiaries move to a department within
RECEIVING PARTY or its Subsidiaries (an "Employee Shift"), a proportional
portion of the relevant Corporate Service shall be deemed automatically
terminated. If a Corporate Service, or portion thereof, is terminated as a
result of an Employee Shift, then such termination shall take effect as of the
date of the Employee Shift, and the adjustment in Corporate Service Fees shall
also take effect as of the date of the Employee Shift.

                  (c) If all Corporate Services shall have been terminated under
this Section 2.2 prior to the expiration of the Term, then either Party shall
have the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

         2.3 Transition Assistance. In preparation for the discontinuation of
any Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and

                                       7


efficient transition and/or migration of records to the RECEIVING PARTY or its
Subsidiaries (or at RECEIVING PARTY's direction, to a third party) and
responsibilities so as to minimize any disruption of services ("Transition
Assistance"). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow
PROVIDING PARTY to complete the Transition Assistance as early as is
commercially reasonable to do so. Fees for any Transition Assistance shall be
determined in accordance with the calculation formula and methods applicable to
the Scheduled Services that are most similar in nature to the Transition
Assistance being so provided, as set forth on the applicable section of Schedule
1.1(a).

         2.4 Return of Materials. As a Corporate Service or Transition
Assistance is terminated, each Party will return all materials and property
owned by the other Party, including, without limitation, all RECEIVING PARTY
Data, if any, and materials and property of a proprietary nature involving a
Party or its Subsidiaries relevant to the provision or receipt of that Corporate
Service or Transition Assistance and no longer needed regarding the performance
of other Corporate Services or other Transition Assistance under this Agreement,
and will do so (and will cause its Subsidiaries to do so) within thirty (30)
days after the applicable termination. Upon the end of the Term, each Party will
return all material and property of a proprietary nature involving the other
Party or its Subsidiaries, in its possession or control (or the possession or
control of an affiliate) within thirty (30) days after the end of the Term. In
addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to
RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on magnetic
media, or such other media as the Parties shall agree upon, to the extent
practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY's
Data, files and records.

                                  ARTICLE III
          COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE SERVICES
                               AND CORPORATE MARKS

         3.1 Compensation for Corporate Services.

                  (a) In accordance with the payment terms described in Section
3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation
for the Corporate Services provided hereunder, all fees as contemplated in
Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

                  (b) Without limiting the foregoing, the parties acknowledge
that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for
its payment of, all Out of Pocket Costs (as defined below); provided, however,
that the incurrence of any liability by RECEIVING PARTY or any of its
Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the
payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on
an annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of
PROVIDING PARTY in connection with Services provided hereunder; and the term
"New Out of Pocket Cost" means any Out of Pocket Cost incurred after the
Effective Date that is not a continuation of services provided to

                                       8



FNF or one of its Subsidiaries in the ordinary course of business consistent
with past practices and for which FNF had paid or reimbursed a portion thereof
prior to the Effective Date.

         3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING
PARTY on a monthly basis in arrears for Corporate Service Fees plus Transition
Assistance Fees, as calculated in accordance with Section 3.1 and Schedule
1.1(a). In addition, the PROVIDING PARTY shall promptly notify the RECEIVING
PARTY, no more frequently than monthly, of the aggregate amount of Out of Pocket
Costs to be reimbursed or paid. The RECEIVING PARTY shall pay by electronic
funds transfer or other method satisfactory to PROVIDING PARTY and RECEIVING
PARTY, in full, the monthly amount so invoiced and the Out of Pocket Costs
incurred, within thirty (30) days after the date on which the PROVIDING PARTY's
monthly invoice or notification of Out of Pocket Costs, as the case may be, was
received. All invoices shall include, without limitation, the category of
applicable Corporate Service or Transition Assistance Service (as the case may
be), a brief description of the Out of Pocket Costs (if applicable), the billing
period, and such other information as RECEIVING PARTY may reasonably request.
Should RECEIVING PARTY dispute any portion of the amount due on any invoice or
require any adjustment to an invoiced amount, or dispute any Out of Pocket Costs
for which it received notification, then RECEIVING PARTY shall notify PROVIDING
PARTY in writing of the nature and basis of the dispute and/or adjustment as
soon as reasonably possible using, if necessary, the dispute resolution
procedures set forth in Section 1.4. The Parties shall use their reasonable best
efforts to resolve the dispute prior to the payment due date.

         3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and
Out-of-Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

         4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO.

                                        9



         4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER;
PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS
REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A
SUBSIDIARY OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH
DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION
SET FORTH IN THIS ARTICLE IV.

                                   ARTICLE V
                                  FORCE MAJEURE

         Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its reasonable
control and without its fault or negligence, including, but not limited to, acts
of God, acts of civil or military authority, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes,
hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power
blackouts. Upon the occurrence of a condition described in this Article, the
Party whose performance is prevented shall give written notice to the other
Party, and the Parties shall promptly confer, in good faith, to agree upon
equitable, reasonable action to minimize the impact, on both Parties, of such
conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

         6.1 Notices. Except as otherwise provided under this Agreement
(including Schedule 1.1(a)), all notices, demands or requests which may be given
by any Party to the other Party shall be in writing and shall be deemed to have
been duly given on the date delivered in person, or sent via telefax, or on the
next business day if sent by overnight courier, or on the date of the third
business day after deposit, postage prepaid, in the United States Mail via
Certified Mail return receipt requested, and addressed as set forth below:

         If to RECEIVING PARTY, to:

         Fidelity National Financial, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

         If to PROVIDING PARTY, to:

         Fidelity National Title Group, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

                                       10



The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                  ARTICLE VII
                                    REMEDIES

         7.1 Remedies Upon Material Breach. In the event of material breach of
any provision of this Agreement by a Party, the non-defaulting Party shall give
the defaulting Party written notice, and:

                  (a) If such breach is for RECEIVING PARTY's non-payment of an
amount that is not in dispute, the defaulting Party shall cure the breach within
thirty (30) calendar days of such notice. If the defaulting Party does not cure
such breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

                  (b) If such breach is for any other material failure to
perform in accordance with this Agreement, the defaulting Party shall cure such
breach within thirty (30) calendar days of the date of such notice. If the
defaulting Party does not cure such breach within such period, then the
defaulting Party shall pay the non-defaulting Party all of the non-defaulting
Party's actual damages, subject to Article IV above.

         7.2 Survival Upon Expiration or Termination. The provisions of Section
1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV
(Limitation of Liability), Article VI (Notices and Demands), this Section 7.2,
Article VIII (Confidentiality), Article X (Indemnification) and Article XI
(Miscellaneous) shall survive the termination or expiration of this Agreement
unless otherwise agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

         8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in

                                       11



this Section 8.1 will not restrict disclosure by a Party pursuant to applicable
law, or by order or request of any court or government agency; provided, that
prior to such disclosure the receiving Party shall (a) immediately give notice
to the disclosing Party, (b) cooperate with the disclosing Party in challenging
the right to such access and (c) only provide such information as is required by
law, such order or a final, non-appealable ruling of a court of proper
jurisdiction Confidential Information of a Party will not be afforded the
protection of this Article VIII if such Confidential Information was (A)
developed by the other Party independently as shown by its written business
records regularly kept, (B) rightfully obtained by the other Party without
restriction from a third party, (C) publicly available other than through the
fault or negligence of the other Party or (D) released by the disclosing Party
without restriction to anyone.

         8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING
PARTY acknowledges that, in the course of providing Corporate Services pursuant
to this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
shall pay all of the cost incurred by PROVIDING PARTY in complying with the
immediately preceding sentence. RECEIVING PARTY has the right and duty to
represent PROVIDING PARTY in such resistance or to select and compensate counsel
to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If PROVIDING PARTY is ultimately required, pursuant to an order of
a court of competent jurisdiction, to produce documents, disclose data, or
otherwise act in contravention of the confidentiality obligations imposed in
this Article VIII, or otherwise with respect to maintaining the confidentiality,
proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is
not liable for breach of such obligation to the extent such liability does not
result from failure of PROVIDING PARTY to abide by the terms of this Article
VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be
deemed Confidential Information, except as specifically authorized in this
Agreement or as shall be required by law.

                                       12



         8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the
other Party full details of the Unauthorized Access and use reasonable efforts
to assist the other Party in investigating or preventing the reoccurrence of any
Unauthorized Access, (c) cooperate with the other Party in any litigation and
investigation against third parties deemed necessary by such Party to protect
its proprietary rights, and (d) use commercially reasonable efforts to prevent a
reoccurrence of any such Unauthorized Access.

         8.4 Publicity. Except as required by law or national stock exchange
rule or as allowed by any Ancillary Agreement, neither Party shall issue any
press release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

         8.5 Data Privacy. (a) Where, in connection with this Agreement,
PROVIDING PARTY processes or stores information about a living individual that
is held in automatically processable form (for example in a computerized
database) or in a structured manual filing system ("Personal Data"), on behalf
of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY
shall implement appropriate measures to protect those personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorized
disclosure or access and shall use such data solely for purposes of carrying out
its obligations under this Agreement.

                  (b) RECEIVING PARTY may instruct PROVIDING PARTY, where
PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING
PARTY, to take such steps to preserve data privacy in the processing of those
Personal Data as are reasonably necessary for the performance of this Agreement.

                  (c) Subsidiaries of RECEIVING PARTY may, in connection with
this Agreement, collect Personal Data in relation to PROVIDING PARTY and
PROVIDING PARTY's employees, directors and other officers involved in providing
Corporate Services hereunder. Such Personal Data may be collected from PROVIDING
PARTY, its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed

                                       13



circuit TV and door entry systems). Nothing in this Section 8.5(c) obligates
PROVIDING PARTY or PROVIDING PARTY's employees, directors or other officers to
provide Personal Data requested by RECEIVING PARTY. The Subsidiaries of
RECEIVING PARTY may use and disclose any such data disclosed by PROVIDING PARTY
solely for purposes connected with this Agreement and for the relevant purposes
specified in the data privacy policy of the Subsidiary of RECEIVING PARTY (a
copy of which is available on request.) RECEIVING PARTY will maintain the same
level of protection for Personal Data collected from PROVIDING PARTY (and
PROVIDING PARTY's employees, directors and officers, as appropriate) as
RECEIVING PARTY maintains with its own Personal Data, and will implement
appropriate administrative, physical and technical measures to protect the
personal data collected from PROVIDING PARTY and PROVIDING PARTY's employees,
directors and other officers against accidental or unlawful destruction or
accidental loss, alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE
IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                   ARTICLE X
                                 INDEMNIFICATION

         10.1 Indemnification.

                  (a) Subject to Article IV, RECEIVING PARTY will indemnify,
defend and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY,
each of their respective past and present directors, officers, employees,
agents, consultants, advisors, accountants and attorneys ("Representatives"),
and each of their respective successors and assigns (collectively, the
"PROVIDING PARTY Indemnified Parties") from and against any and all Damages (as
defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties
arising or resulting from the provision of Corporate Services hereunder, which
Damages shall be reduced to the extent of:

                           (i) Damages caused or contributed to by PROVIDING
                  PARTY's negligence, willful misconduct or violation or law; or

                                       14



                           (ii) Damages caused or contributed to by a breach of
                  this Agreement by PROVIDING PARTY.

"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

                  (b) Except as set forth in this Section 10.1(b), PROVIDING
PARTY will have no liability to RECEIVING PARTY for or in connection with any of
the Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, each of their respective past and present Representatives,
and each of their respective successors and assigns (collectively, the
"RECEIVING PARTY Indemnified Parties") from and against any and all Damages
incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or
resulting from either of the following:

                           (i) any claim that PROVIDING PARTY's use of the
                  software or other intellectual property used to provide the
                  Corporate Services or Transition Assistance, or any results
                  and proceeds of such Corporate Services or Transition
                  Assistance, infringes, misappropriates or otherwise violates
                  any United States patent, copyright, trademark, trade secret
                  or other intellectual property rights; provided, that such
                  intellectual property indemnity shall not apply to the extent
                  that any such claim arises out of any modification to such
                  software or other intellectual property made by RECEIVING
                  PARTY without PROVIDING PARTY's authorization or
                  participation, or

                           (ii) PROVIDING PARTY's gross negligence, willful
                  misconduct, improper use or disclosure of customer information
                  or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

         10.2 Indemnification Procedures.

                  (a) Claim Notice. A Party that seeks indemnity under this
Article X (an "Indemnified Party") will give written notice (a "Claim Notice")
to the Party from whom indemnification is sought (an "Indemnifying Party"),
whether the Damages sought arise from matters solely between the Parties or from
Third Party Claims. The Claim Notice must contain (i) a description and, if
known, estimated amount (the "Claimed Amount") of any Damages

                                       15



incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a
reasonable explanation of the basis for the Claim Notice to the extent of facts
then known by the Indemnified Party, and (iii) a demand for payment of those
Damages. No delay or deficiency on the part of the Indemnified Party in so
notifying the Indemnifying Party will relieve the Indemnifying Party of any
liability for Damages or obligation hereunder except to the extent of any
Damages caused by or arising out of such failure.

                  (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

                  (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

                  (d) Third Party Claims.

                           (i) In the event that the Indemnified Party receives
                  notice or otherwise learns of the assertion by a person or
                  entity who is not a Party hereto or a Subsidiary of a Party
                  hereto of any claim or the commencement of any action (a
                  "Third-Party Claim") with respect to which the Indemnifying
                  Party may be obligated to provide indemnification under this
                  Article X, the Indemnified Party will give written
                  notification to the Indemnifying Party of the Third-Party
                  Claim. Such notification will be given within fifteen (15)
                  days after receipt by the Indemnified Party of notice of such
                  Third-Party Claim, will be accompanied by reasonable
                  supporting documentation submitted by such third party (to the
                  extent then in the possession of the Indemnified Party) and
                  will describe in reasonable detail (to the extent known by the
                  Indemnified Party) the facts constituting the basis for such
                  Third-Party Claim and the amount of the claimed Damages;
                  provided, however, that no delay or deficiency on the part of
                  the Indemnified Party in so notifying the Indemnifying Party
                  will relieve the Indemnifying Party of any liability for
                  Damages or obligation hereunder except to the extent of any
                  Damages caused by or arising out of such failure. Within
                  twenty (20) days after delivery of such notification, the
                  Indemnifying Party may, upon written notice thereof to the
                  Indemnified Party, assume control of the defense of such
                  Third-Party Claim with counsel reasonably satisfactory to the
                  Indemnified Party. During any period in which the Indemnifying
                  Party has not so assumed control of such defense, the
                  Indemnified Party will control such defense.

                                       16



                           (ii) The Party not controlling such defense (the
                  "Non-controlling Party") may participate therein at its own
                  expense.

                           (iii) The Party controlling such defense (the
                  "Controlling Party") will keep the Non-controlling Party
                  reasonably advised of the status of such Third-Party Claim and
                  the defense thereof and will consider in good faith
                  recommendations made by the Non-controlling Party with respect
                  thereto. The Non-controlling Party will furnish the
                  Controlling Party with such Information as it may have with
                  respect to such Third-Party Claim (including copies of any
                  summons, complaint or other pleading which may have been
                  served on such Party and any written claim, demand, invoice,
                  billing or other document evidencing or asserting the same)
                  and will otherwise cooperate with and assist the Controlling
                  Party in the defense of such Third-Party Claim.

                           (iv) The Indemnifying Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnified Party, which consent will not be unreasonably
                  withheld or delayed; provided, however, that the consent of
                  the Indemnified Party will not be required if (A) the
                  Indemnifying Party agrees in writing to pay any amounts
                  payable pursuant to such settlement or judgment, and (B) such
                  settlement or judgment includes a full, complete and
                  unconditional release of the Indemnified Party from further
                  Liability. The Indemnified Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnifying Party, which consent will not be unreasonably
                  withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1 Relationship of the Parties. The Parties declare and agree that
each Party is engaged in a business that is independent from that of the other
Party and each Party shall perform its obligations as an independent contractor.
It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY
are not partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

         11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

                  (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and

                                       17



for any injury to them in the course of their employment. RECEIVING PARTY shall
assume full responsibility for payment of all federal, state and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons.

         11.3 Assignment. Neither Party may, in connection with a sale of an
asset to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party. All obligations and duties of a Party
under this Agreement shall be binding on all successors in interest and
permitted assigns of such Party. Each Party may use its Subsidiaries or
subcontractors to perform the Corporate Services; provided that such use shall
not relieve such assigning Party of liability for its responsibilities and
obligations.

         11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.

         11.5 Third Party Beneficiaries. The provisions of this Agreement are
for the benefit of the Parties and their affiliates and not for any other
person. However, should any third party institute proceedings, this Agreement
shall not provide any such person with any remedy, claim, liability,
reimbursement, cause of action, or other right.

         11.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, without giving effect to
such State's laws and principles regarding the conflict of laws. Subject to
Section 1.4, if any Dispute arises out of or in connection with this Agreement,
except as expressly contemplated by another provision of this Agreement, the
Parties irrevocably (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Jacksonville, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT
TO TRIAL OR ADJUDICATION BY JURY.

         11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

         11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

         11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes

                                       18



all prior oral or written agreements, representations, statements, negotiations,
understandings, proposals and undertakings, with respect to the subject matter
hereof.

         11.10 Amendments and Waivers. The Parties may amend this Agreement only
by a written agreement signed by each Party and that identifies itself as an
amendment to this Agreement. No waiver of any provisions of this Agreement and
no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

         11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

         11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under
this Agreement are exclusive of any applicable taxes required by law to be
collected from the RECEIVING PARTY (including, without limitation, withholding,
sales, use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

                           [signature page to follow]

                                       19



         11.13 Changes in Law. PROVIDING PARTY's obligations to provide
Corporate Services hereunder are to provide such Corporate Services in
accordance with applicable laws as in effect on the date of this Agreement. Each
Party reserves the right to take all actions in order to ensure that the
Corporate Services and Transition Assistance are provided in accordance with any
applicable laws.


         IN WITNESS WHEREOF, the Parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.

                                        RECEIVING PARTY:

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By   /s/ Todd C. Johnson
                                           ----------------------------------
                                             Todd C. Johnson
                                             Senior Vice President


                                        PROVIDING PARTY:

                                        FIDELITY NATIONAL TITLE GROUP, INC.


                                        By   /s/ Raymond R. Quirk
                                          -----------------------------------
                                             Raymond R. Quirk
                                             Chief Executive Officer

                                       20



                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION


For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs
(attributable to RECEIVING PARTY's employees' participation in PROVIDING PARTY's
benefit plans and programs and/or any benefit plans and programs established by
PROVIDING PARTY from time to time), depreciation, amortization, real property
and personal property taxes, advertising and promotional expenses (if any),
postage, courier and shipping expenses, printing, reproduction, stationary, and
office supplies, travel and entertainment expenses, educational, training and
recruiting expenses, professional dues and subscriptions, fees, costs and
expenses incurred in connection with the Services that are included in
Administrative Overhead, and the other similar costs that are generally
characterized as "overhead", in each case as allocated to the department/cost
center in accordance with PROVIDING PARTY's current overhead cost allocation
policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

         1.       Out of Pocket Costs incurred by or on behalf of RECEIVING
                  PARTY or its Subsidiary(s) are charged directly to it and are
                  not part of the Services under this Agreement or the payments
                  to be made therefor.

         2.       The Direct Employee Compensation of the PROVIDING PARTY
                  Servicing Employees shall be allocated to RECEIVING PARTY
                  based on the percentage of work time that each such Servicing
                  Employee spends in providing the applicable Services to
                  RECEIVING PARTY and its Subsidiaries. These allocations shall
                  be determined as of the Closing Date, based on data and result
                  of June 2005, and shall be applied to determine the
                  allocations hereunder on a monthly basis, with each work time
                  percentage and corresponding Departmental Cost percentage to
                  be re-examined and updated (if appropriate) at the end of each
                  6-month period

                                       21



                  following the Closing Date, it being understood that any
                  changes in the allocations must be pre-approved by the Chief
                  Accounting Officer of FNF.

                  By way of example, for a Servicing Employee of PROVIDING PARTY
                  who has an annual salary of $50,000, a cash bonus of $20,000,
                  and payroll taxes of $10,000 and who spends 40% of his work
                  time on providing Services under this Agreement, RECEIVING
                  PARTY would be allocated a Direct Employee Compensation cost
                  of $32,000 calculated as follows:

                  ($50,000 + $20,000 + $10,000)  x  40% = $32,000.

         3.       In addition to the Direct Employee Compensation, Departmental
                  Costs of each department/cost center of PROVIDING PARTY that
                  has Servicing Employees shall be allocated to RECEIVING PARTY
                  based on a percentage reflecting the aggregate regular
                  salaries of all of the Servicing Employees in that
                  department/cost center, in relation to the aggregate regular
                  salaries of all employees in the department/cost center,
                  taking into account the percentage of work time that each
                  Servicing Employee in the department/cost center spends in
                  providing services to RECEIVING PARTY and its Subsidiaries
                  hereunder.

                  By way of example, assume that in a PROVIDING PARTY
                  department/cost center, there are 20 employees, 5 of whom are
                  Servicing Employees who each spend 40% of the work time
                  providing services to RECEIVING PARTY and its Subsidiaries. If
                  the aggregate regular salaries of the 20 employees is
                  $500,000, and the aggregate regular salaries of the 5
                  Servicing Employees is $300,000, then we determine the portion
                  of the Departmental Costs that will be allocated to RECEIVING
                  PARTY as follows:

                  First, determine the aggregate regular salaries allocable to
                  RECEIVING PARTY:

                           $300,000  x  40% = $120,000.

                  Then, determine the portion of the Departmental Costs to be
                  allocated to RECEIVING PARTY based on the aggregate regular
                  salaries percentage:

                           $120,000  /  $500,000 = 24%.

                  In this example, 24% of the Departmental Costs of this
                  department/cost center will be allocated to RECEIVING PARTY.

         4.       Except to the extent otherwise expressly provided herein, for
                  any given 6-month period, all Direct Employee Compensation to
                  be allocated shall be determined on the basis of the
                  applicable work time percentages for the immediately preceding
                  6-month period, except that the Direct Employee Compensation
                  allocations applicable on the Closing Date shall be based on
                  the work time percentages applicable for the calendar month
                  June 2005. At the end of each 6-month period,

                                       22



                  the work time percentages shall be re-examined and the Direct
                  Employee Compensation will be re-allocated based on the
                  revised work time percentages, if any. For any given 6-month,
                  all Departmental Costs to be allocated shall be determined on
                  the basis of the applicable aggregate salaries and related
                  percentages for the immediately preceding 6-month period,
                  except that the aggregate salaries and related percentages
                  applicable on the Closing Date shall be based on the work time
                  percentages and aggregate salaries applicable for the calendar
                  month June 2005.

         5.       If at any time during the Term of this Agreement RECEIVING
                  PARTY terminates or discontinues all or any portion of a
                  Corporate Service prior to the end of the Term or if any
                  Corporate Service (or portion thereof) automatically
                  terminates, pursuant to Section 2.2(b) (hereinafter referred
                  to as a "Discontinued Service"), then effective as of the last
                  day of the calendar month in which such termination or
                  discontinuation is effective, Corporate Services Fees related
                  to the Discontinued Service shall no longer be owing under
                  this Agreement.

                                       23

                                                                    Exhibit 10.3

                                                                 EXECUTION DRAFT

                      REVERSE CORPORATE SERVICES AGREEMENT

         This Corporate Services Agreement (this "Agreement") is effective as of
September 27, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation ("FNF" or "PROVIDING PARTY"), and
FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT" or "RECEIVING
PARTY"). FNF and FNT shall be referred to together in this Agreement as the
"Parties" and individually as a "Party."

         WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant to
which FNT has been formed and will be the holding company for all of FNF's title
insurance subsidiaries and operations; and

         WHEREAS, in conjunction with this restructuring plan, the Parties have
entered into a Separation Agreement dated as of September 27, 2005 (the
"Separation Agreement"); and

         WHEREAS, in conjunction with the Separation Agreement, the Parties wish
to enter into this Agreement;

         NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

         1.1 Corporate Services. This Agreement sets forth the terms and
conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various
corporate services and products, as more fully described below and in Schedule
1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the
Resumed Services and Special Projects (as defined below), collectively, the
"Corporate Services").

                  (a) PROVIDING PARTY, through its Subsidiaries (as defined
below) and their respective employees, agents or contractors, shall provide or
cause to be provided to RECEIVING PARTY and its Subsidiaries (and, at the
request of RECEIVING PARTY, to Affiliates (as defined below) of RECEIVING PARTY)
all services set forth on Schedule 1.1(a) (the "Scheduled Services") on and
after the Effective Date (with such services to be provided to the RECEIVING
PARTY's Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to
the exception in clause (ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees
to PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled
Services to be provided as set forth in Schedule 1.1(a). For purposes of this
Agreement, "Subsidiary" means, with respect to any person or entity, any
corporation, partnership, company or other entity of which such person or entity
controls or owns, directly or indirectly, more than fifty percent (50%) of the
stock or other equity interest entitled to vote on the election of the members

                                       1



to the board of directors or similar governing body, provided, however, that
with respect to the PROVIDING PARTY, "Subsidiary" shall not include (X) Fidelity
National Information Services, Inc. ("FIS") or any of its Subsidiaries, or (Y)
RECEIVING PARTY or any of its Subsidiaries; and "Affiliate" means, with respect
to any person or entity, any corporation, partnership, company, or other entity
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified person, except
that (i) in the case of RECEIVING PARTY, "Affiliate" shall not include (A) FNF
or any Subsidiary of FNF that is not a direct or indirect Subsidiary of FNT, or
(B) FIS or any Subsidiary of FIS, and (ii) in the case of PROVIDING PARTY,
"Affiliate" shall include not include PROVIDING PARTY or any of its
Subsidiaries, or FIS or any FIS Subsidiary. As used herein, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.

                  (b) PROVIDING PARTY, through its Subsidiaries and their
respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries (and, at the request of
RECEIVING PARTY, to Affiliates (as defined below) of RECEIVING PARTY) all
services that PROVIDING PARTY was performing for RECEIVING PARTY and its
Subsidiaries as of the Effective Date that pertain to and are a part of
Scheduled Services under Section 1.1(a) (with such services to be provided to
the RECEIVING PARTY's Subsidiaries as they become Subsidiaries of RECEIVING
PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not
expressly included in the list of Scheduled Services in Schedule 1.1(a), but are
required to conduct the business of RECEIVING PARTY and its Subsidiaries (the
"Omitted Services"), unless RECEIVING PARTY consents in writing to the
termination of such services. Such Omitted Services shall be added to Schedule
1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable
after the Effective Date by the Parties. In the event that RECEIVING PARTY or
its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or
its Subsidiaries for such Omitted Services immediately prior to the Effective
Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted
Services or causing the Omitted Services to be provided hereunder fees equal to
the actual fees paid for such Omitted Services immediately preceding the
Effective Date; provided, that payment of such fees by the RECEIVING PARTY for
the Omitted Services provided hereunder shall be retroactive to the first day of
the calendar quarter in which either Party identifies such services as Omitted
Services, but in no event shall RECEIVING PARTY be required to pay for any
Omitted Services provided hereunder by the PROVIDING PARTY or its Subsidiaries
prior to the Effective Date. In the event that RECEIVING PARTY or its
Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or
its Subsidiaries for such Omitted Services immediately prior to the Effective
Date, the Parties shall negotiate in good faith a fee to be based on the cost of
providing such Omitted Services, which shall in no event be less than the
Default Fee (as defined below); provided, that payment of such fees by the
RECEIVING PARTY for the Omitted Services provided hereunder by the RECEIVING
PARTY shall be retroactive to the first day of the calendar quarter in which
either the Party identifies such services as Omitted Services, but in no event
shall RECEIVING PARTY be required to pay for any such Omitted Services provided
hereunder by the PROVIDING PARTY or its Subsidiaries prior to the Effective
Date. The "Default Fee" means an amount equal to one hundred fifty percent
(150%)

                                       2



of the salary of each full-time employee, on an hourly basis, who provides the
applicable Corporate Service or Transition Assistance (as defined in Section
2.3).

                  (c) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries (and, at the request of RECEIVING PARTY, to
Affiliates (as defined below) of RECEIVING PARTY) any Scheduled Service that has
been terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the
"Resumed Services"); provided, that PROVIDING PARTY shall have no obligation to
provide a Resumed Service if providing such Resumed Service will have a material
adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time
to time be amended to reflect the resumption of a Resumed Service and the
Resumed Service shall be set forth thereon as a Scheduled Service.

                  (d) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide additional corporate
services that are not described in the Schedule 1.1(a) and that are neither
Omitted Services nor Resumed Services ("Special Projects"). RECEIVING PARTY
shall submit a written request to PROVIDING PARTY specifying the nature of the
Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

         1.2 Provision of Corporate Services; Excused Performance. To the extent
commercially reasonable, the Parties will work together and begin the process of
migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, or one
or more of its Subsidiaries or a third party (at RECEIVING PARTY's direction)
such that the completion of the migration of the Corporate Services from
PROVIDING PARTY to RECEIVING PARTY, or one or more of its Subsidiaries or a
third party, as the case may be, shall occur prior to the end of the Term.
PROVIDING PARTY shall provide or cause to be provided each of the Corporate
Services through the expiration of the Term, except (i) as automatically
modified by earlier termination of a Corporate Service by RECEIVING PARTY in
accordance with this Agreement, (ii) for Corporate Services to or for the
benefit of any entity which ceases to be a Subsidiary of RECEIVING PARTY prior
to the end of the Term, or (iii) as otherwise agreed to by the Parties in
writing.

         1.3 Third Party Vendors; Consents.

                                       3



                  (a) PROVIDING PARTY shall use its commercially reasonable
efforts to keep and maintain in effect its relationships with its vendors that
are integral to the provision of the Corporate Services. PROVIDING PARTY shall
use commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING
PARTY, and to assist RECEIVING PARTY with the transition to another vendor so
that RECEIVING PARTY may continue to receive similar products and services.

                  (b) PROVIDING PARTY shall not be required to transfer or
assign to RECEIVING PARTY any third party software licenses or any hardware
owned by PROVIDING PARTY or its Subsidiaries in connection with the provision of
the Corporate Services or at the conclusion of the Term.

         1.4 Dispute Resolution.

                  (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

                  (b) Arbitration. In the event that the Dispute is not resolved
in a friendly manner as set forth in Section 1.4(a), either Party involved in
the Dispute may submit the dispute to binding arbitration pursuant to this
Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section
1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, unless the Parties involved mutually agree
to

                                       4



utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the amount at issue. Arbitration proceedings
hereunder may be initiated by either Party making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in Orlando, Florida. All
arbitration proceedings shall be held in the city of Jacksonville, Florida in a
location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys' fees)
shall be borne by the Party incurring such costs. The use of any alternative
dispute resolution procedures hereunder will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of either
Party.

                  (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will
prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking
injunctive or interim relief in the event (i) of any actual or threatened breach
of any of the provisions of Article VIII or (ii) that the Dispute relates to, or
involves a claim of, actual or threatened infringement of intellectual property.
All such actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

                  (d) Commencement of Dispute Resolution Procedure.
Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and
RECEIVING PARTY, but none of their respective Subsidiaries or affiliates, are
entitled to commence a dispute resolution procedure under this Agreement,
whether pursuant to Article XI, this Section 1.4 or otherwise, and each Party
will cause its respective affiliates not to commence any dispute resolution
procedure other than through such Party as provided in this Section 1.4(d).

                  (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

                                       5



         1.5 Standard of Services.

                  (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

                  (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

                  (c) If RECEIVING PARTY provides PROVIDING PARTY with written
notice ("Shortfall Notice") of the occurrence of any Significant Service
Shortfall (as defined below), as determined by RECEIVING PARTY in good faith,
PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as
reasonably possible. For purposes of this Section 1.5(c), a "Significant Service
Shortfall" shall be deemed to have occurred if the timing or quality of
performance of Corporate Services provided by PROVIDING PARTY hereunder falls
below the standard required by Section 1.5(a) hereof; provided that PROVIDING
PARTY's obligations under this Agreement shall be relieved to the extent, and
for the duration of, any force majeure event as set forth in Article V.

         1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

         1.7 Ownership of Materials; Results and Proceeds. All data and
information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with
the Corporate Services or the Transition Assistance (as defined in Section 2.3)
(the "RECEIVING PARTY Data"), and all results and proceeds of the Corporate
Services and the Transition Assistance with regard to the RECEIVING PARTY Data,
is and will remain, as between the Parties, the property of the RECEIVING PARTY.
The PROVIDING PARTY shall not and shall not permit its Subsidiaries to use the
RECEIVING PARTY Data for any purpose other than to provide the Corporate
Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

         2.1 Term. The term (the "Term") of this Agreement shall commence as of
the date hereof and shall continue until the date on which the last of the
Scheduled Services under this Agreement is terminated or the date on which this
Agreement is terminated by mutual agreement of the Parties, whichever is earlier
(in either case, the "Termination Date"); provided, however, that in no event
shall the Term:

                  (a) expire later than the date that is six (6) months after
any event or circumstance causing FNF to own or control, directly or indirectly,
fifty percent (50%) or less of

                                       6



the stock, or other equity interest entitled to vote on the election of the
members to the board of directors or similar governing body, of FNT, and

                  (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

         2.2 Termination.

                  (a) If RECEIVING PARTY is not able to complete its transition
of the Corporate Services by the Termination Date, then upon written notice
provided to PROVIDING PARTY at least thirty (30) days prior to the Termination
Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY
to provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

                  (b) If RECEIVING PARTY wishes to terminate a Corporate Service
(or a portion thereof) on a date that is earlier than the Termination Date,
RECEIVING PARTY shall provide written notice (the "Termination Notice") to
PROVIDING PARTY of a proposed termination date for such Corporate Service (or
portion thereof), at least ninety (90) days prior to such proposed termination
date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice
to RECEIVING PARTY (the "Termination Dispute Notice") in the event that the
PROVIDING PARTY believes in good faith that, notwithstanding the PROVIDING PARTY
using its commercially reasonable efforts, the requested termination will have a
material adverse impact on other Corporate Services and the scope of such
adverse impact. In such event, the Parties will resolve the dispute in
accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination
Dispute Notice, based on the standards set forth above, within ten (10) days of
the date on which the Termination Notice was received, then, effective on the
termination date proposed by RECEIVING PARTY in its Termination Notice, such
Corporate Service (or portion thereof) shall be discontinued (thereafter, a
"Discontinued Corporate Service") and deemed deleted from the Scheduled Services
to be provided hereunder and thereafter, this Agreement shall be of no further
force and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be
adjusted in accordance therewith and the provisions of Article III.
Notwithstanding anything to the contrary contained herein, at any time that
employees of PROVIDING PARTY or its Subsidiaries move to a department within
RECEIVING PARTY or its Subsidiaries (an "Employee Shift"), a proportional
portion of the relevant Corporate Service shall be deemed automatically
terminated. If a Corporate Service, or portion thereof, is terminated as a
result of an Employee Shift, then such termination shall take effect as of the
date of the Employee Shift, and the adjustment in Corporate Service Fees shall
also take effect as of the date of the Employee Shift.

                  (c) If all Corporate Services shall have been terminated under
this Section 2.2 prior to the expiration of the Term, then either Party shall
have the right to terminate this

                                       7



Agreement by giving written notice to the other Party, which termination shall
be effective upon delivery as provided in Section 6.1.

         2.3 Transition Assistance. In preparation for the discontinuation of
any Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and efficient transition
and/or migration of records to the RECEIVING PARTY or its Subsidiaries (or at
RECEIVING PARTY's direction, to a third party) and responsibilities so as to
minimize any disruption of services ("Transition Assistance"). RECEIVING PARTY
shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the
Transition Assistance as early as is commercially reasonable to do so. Fees for
any Transition Assistance shall be determined in accordance with the calculation
formula and methods applicable to the Scheduled Services that are most similar
in nature to the Transition Assistance being so provided, as set forth on the
applicable section of Schedule 1.1(a).

         2.4 Return of Materials. As a Corporate Service or Transition
Assistance is terminated, each Party will return all materials and property
owned by the other Party, including, without limitation, all RECEIVING PARTY
Data, if any, and materials and property of a proprietary nature involving a
Party or its Subsidiaries relevant to the provision or receipt of that Corporate
Service or Transition Assistance and no longer needed regarding the performance
of other Corporate Services or other Transition Assistance under this Agreement,
and will do so (and will cause its Subsidiaries to do so) within thirty (30)
days after the applicable termination. Upon the end of the Term, each Party will
return all material and property of a proprietary nature involving the other
Party or its Subsidiaries, in its possession or control (or the possession or
control of an affiliate) within thirty (30) days after the end of the Term. In
addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to
RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on magnetic
media, or such other media as the Parties shall agree upon, to the extent
practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY's
Data, files and records.

                                  ARTICLE III
          COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE SERVICES
                               AND CORPORATE MARKS

         3.1 Compensation for Corporate Services.

                  (a) In accordance with the payment terms described in Section
3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation
for the Corporate Services provided hereunder, all fees as contemplated in
Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

                  (b) Without limiting the foregoing, the parties acknowledge
that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for
its payment of, all Out of Pocket Costs (as defined below); provided, however,
that the incurrence of any liability by RECEIVING PARTY or any of its
Subsidiaries for any New Out of Pocket Cost (as defined

                                       8



below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries
of more than $50,000, on an annualized basis, shall require the prior written
approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries.
For purposes hereof, the term "Out of Pocket Costs" means all fees, costs or
other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties
that are not affiliates of PROVIDING PARTY in connection with Services provided
hereunder; and the term "New Out of Pocket Cost" means any Out of Pocket Cost
incurred after the Effective Date that is not a continuation of services
provided to FNT or one of its Subsidiaries in the ordinary course of business
consistent with past practices and for which FNT had paid or reimbursed a
portion thereof prior to the Effective Date.

         3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING
PARTY on a monthly basis in arrears for Corporate Service Fees plus Transition
Assistance Fees, as calculated in accordance with Section 3.1 and Schedule
1.1(a). In addition, the PROVIDING PARTY shall promptly notify the RECEIVING
PARTY, no more frequently than monthly, of the aggregate amount of Out of Pocket
Costs to be reimbursed or paid. The RECEIVING PARTY shall pay by electronic
funds transfer or other method satisfactory to PROVIDING PARTY and RECEIVING
PARTY, in full, the monthly amount so invoiced and the Out of Pocket Costs
incurred, within thirty (30) days after the date on which the PROVIDING PARTY's
monthly invoice or notification of Out of Pocket Costs, as the case may be, was
received. All invoices shall include, without limitation, the category of
applicable Corporate Service or Transition Assistance Service (as the case may
be), a brief description of the Out of Pocket Costs (if applicable), the billing
period, and such other information as RECEIVING PARTY may reasonably request.
Should RECEIVING PARTY dispute any portion of the amount due on any invoice or
require any adjustment to an invoiced amount, or dispute any Out of Pocket Costs
for which it received notification, then RECEIVING PARTY shall notify PROVIDING
PARTY in writing of the nature and basis of the dispute and/or adjustment as
soon as reasonably possible using, if necessary, the dispute resolution
procedures set forth in Section 1.4. The Parties shall use their reasonable best
efforts to resolve the dispute prior to the payment due date.

         3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and
Out-of-Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

         4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT

                                       9



APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii)
WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION,
(iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS
OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY
HERETO.

         4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER;
PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS
REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A
SUBSIDIARY OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH
DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION
SET FORTH IN THIS ARTICLE IV.

                                   ARTICLE V
                                 FORCE MAJEURE

         Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its reasonable
control and without its fault or negligence, including, but not limited to, acts
of God, acts of civil or military authority, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes,
hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power
blackouts. Upon the occurrence of a condition described in this Article, the
Party whose performance is prevented shall give written notice to the other
Party, and the Parties shall promptly confer, in good faith, to agree upon
equitable, reasonable action to minimize the impact, on both Parties, of such
conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

         6.1 Notices. Except as otherwise provided under this Agreement
(including Schedule 1.1(a)), all notices, demands or requests which may be given
by any Party to the other Party shall be in writing and shall be deemed to have
been duly given on the date delivered in person, or sent via telefax, or on the
next business day if sent by overnight courier, or on the date of the third
business day after deposit, postage prepaid, in the United States Mail via
Certified Mail return receipt requested, and addressed as set forth below:

         If to RECEIVING PARTY, to:

         Fidelity National Title Group, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

                                       10



         If to PROVIDING PARTY, to:

         Fidelity National Financial, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                  ARTICLE VII
                                    REMEDIES

         7.1 Remedies Upon Material Breach. In the event of material breach of
any provision of this Agreement by a Party, the non-defaulting Party shall give
the defaulting Party written notice, and:

                  (a) If such breach is for RECEIVING PARTY's non-payment of an
amount that is not in dispute, the defaulting Party shall cure the breach within
thirty (30) calendar days of such notice. If the defaulting Party does not cure
such breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

                  (b) If such breach is for any other material failure to
perform in accordance with this Agreement, the defaulting Party shall cure such
breach within thirty (30) calendar days of the date of such notice. If the
defaulting Party does not cure such breach within such period, then the
defaulting Party shall pay the non-defaulting Party all of the non-defaulting
Party's actual damages, subject to Article IV above.

         7.2 Survival Upon Expiration or Termination. The provisions of Section
1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV
(Limitation of Liability), Article VI (Notices and Demands), this Section 7.2,
Article VIII (Confidentiality), Article X (Indemnification) and Article XI
(Miscellaneous) shall survive the termination or expiration of this Agreement
unless otherwise agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

         8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either

                                       11



Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in this Section 8.1 will not restrict
disclosure by a Party pursuant to applicable law, or by order or request of any
court or government agency; provided, that prior to such disclosure the
receiving Party shall (a) immediately give notice to the disclosing Party, (b)
cooperate with the disclosing Party in challenging the right to such access and
(c) only provide such information as is required by law, such order or a final,
non-appealable ruling of a court of proper jurisdiction Confidential Information
of a Party will not be afforded the protection of this Article VIII if such
Confidential Information was (A) developed by the other Party independently as
shown by its written business records regularly kept, (B) rightfully obtained by
the other Party without restriction from a third party, (C) publicly available
other than through the fault or negligence of the other Party or (D) released by
the disclosing Party without restriction to anyone.

         8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING
PARTY acknowledges that, in the course of providing Corporate Services pursuant
to this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
shall pay all of the cost incurred by PROVIDING PARTY in complying with the
immediately preceding sentence. RECEIVING PARTY has the right and duty to
represent PROVIDING PARTY in such resistance or to select and compensate counsel
to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If PROVIDING PARTY is ultimately required, pursuant to an order of
a court of competent jurisdiction, to produce documents, disclose data, or
otherwise act in contravention of the confidentiality

                                       12



obligations imposed in this Article VIII, or otherwise with respect to
maintaining the confidentiality, proprietary nature, and secrecy of Privileged
Work Product, PROVIDING PARTY is not liable for breach of such obligation to the
extent such liability does not result from failure of PROVIDING PARTY to abide
by the terms of this Article VIII. All Privileged Work Product is the property
of RECEIVING PARTY and will be deemed Confidential Information, except as
specifically authorized in this Agreement or as shall be required by law.

         8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the
other Party full details of the Unauthorized Access and use reasonable efforts
to assist the other Party in investigating or preventing the reoccurrence of any
Unauthorized Access, (c) cooperate with the other Party in any litigation and
investigation against third parties deemed necessary by such Party to protect
its proprietary rights, and (d) use commercially reasonable efforts to prevent a
reoccurrence of any such Unauthorized Access.

         8.4 Publicity. Except as required by law or national stock exchange
rule or as allowed by any Ancillary Agreement, neither Party shall issue any
press release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

         8.5 Data Privacy. (a) Where, in connection with this Agreement,
PROVIDING PARTY processes or stores information about a living individual that
is held in automatically processable form (for example in a computerized
database) or in a structured manual filing system ("Personal Data"), on behalf
of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY
shall implement appropriate measures to protect those personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorized
disclosure or access and shall use such data solely for purposes of carrying out
its obligations under this Agreement.

                  (b) RECEIVING PARTY may instruct PROVIDING PARTY, where
PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING
PARTY, to take such steps to preserve data privacy in the processing of those
Personal Data as are reasonably necessary for the performance of this Agreement.

                                       13



                  (c) Subsidiaries of RECEIVING PARTY may, in connection with
this Agreement, collect Personal Data in relation to PROVIDING PARTY and
PROVIDING PARTY's employees, directors and other officers involved in providing
Corporate Services hereunder. Such Personal Data may be collected from PROVIDING
PARTY, its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed circuit TV
and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING
PARTY or PROVIDING PARTY's employees, directors or other officers to provide
Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY
may use and disclose any such data disclosed by PROVIDING PARTY solely for
purposes connected with this Agreement and for the relevant purposes specified
in the data privacy policy of the Subsidiary of RECEIVING PARTY (a copy of which
is available on request.) RECEIVING PARTY will maintain the same level of
protection for Personal Data collected from PROVIDING PARTY (and PROVIDING
PARTY's employees, directors and officers, as appropriate) as RECEIVING PARTY
maintains with its own Personal Data, and will implement appropriate
administrative, physical and technical measures to protect the personal data
collected from PROVIDING PARTY and PROVIDING PARTY's employees, directors and
other officers against accidental or unlawful destruction or accidental loss,
alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE
IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                   ARTICLE X
                                 INDEMNIFICATION

         10.1 Indemnification.

                  (a) Subject to Article IV, RECEIVING PARTY will indemnify,
defend and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY,
each of their respective past and present directors, officers, employees,
agents, consultants, advisors, accountants and attorneys ("Representatives"),
and each of their respective successors and

                                       14



assigns (collectively, the "PROVIDING PARTY Indemnified Parties") from and
against any and all Damages (as defined below) incurred or suffered by the
PROVIDING PARTY Indemnified Parties arising or resulting from the provision of
Corporate Services hereunder, which Damages shall be reduced to the extent of:

                           (i) Damages caused or contributed to by PROVIDING
                  PARTY's negligence, willful misconduct or violation or law; or

                           (ii) Damages caused or contributed to by a breach of
                  this Agreement by PROVIDING PARTY.

"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

                  (b) Except as set forth in this Section 10.1(b), PROVIDING
PARTY will have no liability to RECEIVING PARTY for or in connection with any of
the Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, each of their respective past and present Representatives,
and each of their respective successors and assigns (collectively, the
"RECEIVING PARTY Indemnified Parties") from and against any and all Damages
incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or
resulting from either of the following:

                           (i) any claim that PROVIDING PARTY's use of the
                  software or other intellectual property used to provide the
                  Corporate Services or Transition Assistance, or any results
                  and proceeds of such Corporate Services or Transition
                  Assistance, infringes, misappropriates or otherwise violates
                  any United States patent, copyright, trademark, trade secret
                  or other intellectual property rights; provided, that such
                  intellectual property indemnity shall not apply to the extent
                  that any such claim arises out of any modification to such
                  software or other intellectual property made by RECEIVING
                  PARTY without PROVIDING PARTY's authorization or
                  participation, or

                           (ii) PROVIDING PARTY's gross negligence, willful
                  misconduct, improper use or disclosure of customer information
                  or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

                                       15



         10.2 Indemnification Procedures.

                  (a) Claim Notice. A Party that seeks indemnity under this
Article X (an "Indemnified Party") will give written notice (a "Claim Notice")
to the Party from whom indemnification is sought (an "Indemnifying Party"),
whether the Damages sought arise from matters solely between the Parties or from
Third Party Claims. The Claim Notice must contain (i) a description and, if
known, estimated amount (the "Claimed Amount") of any Damages incurred or
reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable
explanation of the basis for the Claim Notice to the extent of facts then known
by the Indemnified Party, and (iii) a demand for payment of those Damages. No
delay or deficiency on the part of the Indemnified Party in so notifying the
Indemnifying Party will relieve the Indemnifying Party of any liability for
Damages or obligation hereunder except to the extent of any Damages caused by or
arising out of such failure.

                  (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

                  (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

                  (d) Third Party Claims.

                           (i) In the event that the Indemnified Party receives
                  notice or otherwise learns of the assertion by a person or
                  entity who is not a Party hereto or a Subsidiary of a Party
                  hereto of any claim or the commencement of any action (a
                  "Third-Party Claim") with respect to which the Indemnifying
                  Party may be obligated to provide indemnification under this
                  Article X, the Indemnified Party will give written
                  notification to the Indemnifying Party of the Third-Party
                  Claim. Such notification will be given within fifteen (15)
                  days after receipt by the Indemnified Party of notice of such
                  Third-Party Claim, will be accompanied by reasonable
                  supporting documentation submitted by such third party (to the
                  extent then in the possession of the Indemnified Party) and
                  will describe in reasonable detail (to the extent known by the
                  Indemnified Party) the facts constituting the basis for such
                  Third-Party Claim and the amount of the claimed Damages;
                  provided, however, that no delay or deficiency on the part of
                  the Indemnified Party in so notifying the Indemnifying Party
                  will relieve the Indemnifying Party

                                       16



                  of any liability for Damages or obligation hereunder except to
                  the extent of any Damages caused by or arising out of such
                  failure. Within twenty (20) days after delivery of such
                  notification, the Indemnifying Party may, upon written notice
                  thereof to the Indemnified Party, assume control of the
                  defense of such Third-Party Claim with counsel reasonably
                  satisfactory to the Indemnified Party. During any period in
                  which the Indemnifying Party has not so assumed control of
                  such defense, the Indemnified Party will control such defense.

                           (ii) The Party not controlling such defense (the
                  "Non-controlling Party") may participate therein at its own
                  expense.

                           (iii) The Party controlling such defense (the
                  "Controlling Party") will keep the Non-controlling Party
                  reasonably advised of the status of such Third-Party Claim and
                  the defense thereof and will consider in good faith
                  recommendations made by the Non-controlling Party with respect
                  thereto. The Non-controlling Party will furnish the
                  Controlling Party with such Information as it may have with
                  respect to such Third-Party Claim (including copies of any
                  summons, complaint or other pleading which may have been
                  served on such Party and any written claim, demand, invoice,
                  billing or other document evidencing or asserting the same)
                  and will otherwise cooperate with and assist the Controlling
                  Party in the defense of such Third-Party Claim.

                           (iv) The Indemnifying Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnified Party, which consent will not be unreasonably
                  withheld or delayed; provided, however, that the consent of
                  the Indemnified Party will not be required if (A) the
                  Indemnifying Party agrees in writing to pay any amounts
                  payable pursuant to such settlement or judgment, and (B) such
                  settlement or judgment includes a full, complete and
                  unconditional release of the Indemnified Party from further
                  Liability. The Indemnified Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnifying Party, which consent will not be unreasonably
                  withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1 Relationship of the Parties. The Parties declare and agree that
each Party is engaged in a business that is independent from that of the other
Party and each Party shall perform its obligations as an independent contractor.
It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY
are not partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

                                       17



         11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

                  (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax laws with respect to such persons.

         11.3 Assignment. Neither Party may, in connection with a sale of an
asset to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party. All obligations and duties of a Party
under this Agreement shall be binding on all successors in interest and
permitted assigns of such Party. Each Party may use its Subsidiaries or
subcontractors to perform the Corporate Services; provided that such use shall
not relieve such assigning Party of liability for its responsibilities and
obligations.

         11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.

         11.5 Third Party Beneficiaries. The provisions of this Agreement are
for the benefit of the Parties and their affiliates and not for any other
person. However, should any third party institute proceedings, this Agreement
shall not provide any such person with any remedy, claim, liability,
reimbursement, cause of action, or other right.

         11.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, without giving effect to
such State's laws and principles regarding the conflict of laws. Subject to
Section 1.4, if any Dispute arises out of or in connection with this Agreement,
except as expressly contemplated by another provision of this Agreement, the
Parties irrevocably (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Jacksonville, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT
TO TRIAL OR ADJUDICATION BY JURY.

         11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

                                       18



         11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

         11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings, proposals and
undertakings, with respect to the subject matter hereof.

         11.10 Amendments and Waivers. The Parties may amend this Agreement only
by a written agreement signed by each Party and that identifies itself as an
amendment to this Agreement. No waiver of any provisions of this Agreement and
no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

         11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

         11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under
this Agreement are exclusive of any applicable taxes required by law to be
collected from the RECEIVING PARTY (including, without limitation, withholding,
sales, use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

                           [signature page to follow]

                                       19



         11.13 Changes in Law. PROVIDING PARTY's obligations to provide
Corporate Services hereunder are to provide such Corporate Services in
accordance with applicable laws as in effect on the date of this Agreement. Each
Party reserves the right to take all actions in order to ensure that the
Corporate Services and Transition Assistance are provided in accordance with any
applicable laws.


         IN WITNESS WHEREOF, the Parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.

                                         PROVIDING PARTY:

                                         FIDELITY NATIONAL FINANCIAL, INC.


                                         By   /s/ Todd C. Johnson
                                           ------------------------------------
                                                  Todd C. Johnson
                                                  Senior Vice President


                                         RECEIVING PARTY:

                                         FIDELITY NATIONAL TITLE GROUP, INC.


                                         By   /s/ Raymond R. Quirk
                                           ------------------------------------
                                                  Raymond R. Quirk
                                                  Chief Executive Officer

                                       20



                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION


For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in Administrative Overhead, and
the other similar costs that are generally characterized as "overhead"', in each
case as allocated to the department/cost center in accordance with PROVIDING
PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

         1.       Out of Pocket Costs incurred by or on behalf of RECEIVING
                  PARTY or its Subsidiary(s) are charged directly to it and are
                  not part of the Services under this Agreement or the payments
                  to be made therefor.

         2.       The Direct Employee Compensation of the PROVIDING PARTY
                  Servicing Employees shall be allocated to RECEIVING PARTY
                  based on the percentage of work time that each such Servicing
                  Employee spends in providing the applicable Services to
                  RECEIVING PARTY and its Subsidiaries. These allocations shall
                  be determined as of the Closing Date, based on data and result
                  of June 2005, and shall be applied to determine the
                  allocations hereunder on a monthly basis, with each work time
                  percentage and corresponding Departmental Cost percentage to
                  be re-examined and updated (if appropriate) at the end of each
                  1-month period following the Closing Date, it being understood
                  that all changes in the allocations must be pre-approved by
                  the Chief Accounting Officer of FNT.

                                       21



                  By way of example, for a Servicing Employee of PROVIDING PARTY
                  who has an annual salary of $50,000, a cash bonus of $20,000,
                  and payroll taxes of $10,000 and who spends 40% of his work
                  time on providing Services under this Agreement, RECEIVING
                  PARTY would be allocated a Direct Employee Compensation cost
                  of $32,000 calculated as follows:

                  ($50,000 + $20,000 + $10,000)  x  40% = $32,000.

         3.       In addition to the Direct Employee Compensation, Departmental
                  Costs of each department/cost center of PROVIDING PARTY that
                  has Servicing Employees shall be allocated to RECEIVING PARTY
                  based on a percentage reflecting the aggregate regular
                  salaries of all of the Servicing Employees in that
                  department/cost center, in relation to the aggregate regular
                  salaries of all employees in the department/cost center,
                  taking into account the percentage of work time that each
                  Servicing Employee in the department/cost center spends in
                  providing services to RECEIVING PARTY and its Subsidiaries
                  hereunder.

                  By way of example, assume that in a PROVIDING PARTY
                  department/cost center, there are 20 employees, 5 of whom are
                  Servicing Employees who each spend 40% of the work time
                  providing services to RECEIVING PARTY and its Subsidiaries. If
                  the aggregate regular salaries of the 20 employees is
                  $500,000, and the aggregate regular salaries of the 5
                  Servicing Employees is $300,000, then we determine the portion
                  of the Departmental Costs that will be allocated to RECEIVING
                  PARTY as follows:

                  First, determine the aggregate regular salaries allocable to
                  RECEIVING PARTY:

                           $300,000  x  40% = $120,000.

                  Then, determine the portion of the Departmental Costs to be
                  allocated to RECEIVING PARTY based on the aggregate regular
                  salaries percentage:

                           $120,000  /  $500,000 = 24%.

                  In this example, 24% of the Departmental Costs of this
                  department/cost center will be allocated to RECEIVING PARTY.

         4.       Except to the extent otherwise expressly provided herein, for
                  any given 1-month period, all Direct Employee Compensation to
                  be allocated shall be determined on the basis of the
                  applicable work time percentages for the immediately preceding
                  1-month period, except that the Direct Employee Compensation
                  allocations applicable on the Closing Date shall be based on
                  the work time percentages applicable for the calendar month
                  June 2005. At the end of each 1-month period, the work time
                  percentages shall be re-examined and the Direct Employee
                  Compensation will be re-allocated based on the revised work
                  time percentages, if

                                       22



                  any. For any given 1-month, all Departmental Costs to be
                  allocated shall be determined on the basis of the applicable
                  aggregate salaries and related percentages for the immediately
                  preceding 1-month period, except that the aggregate salaries
                  and related percentages applicable on the Closing Date shall
                  be based on the work time percentages and aggregate salaries
                  applicable for the calendar month June 2005.

         5.       If at any time during the Term of this Agreement RECEIVING
                  PARTY terminates or discontinues all or any portion of a
                  Corporate Service prior to the end of the Term or if any
                  Corporate Service (or portion thereof) automatically
                  terminates, pursuant to Section 2.2(b) (hereinafter referred
                  to as a "Discontinued Service"), then effective as of the last
                  day of the calendar month in which such termination or
                  discontinuation is effective, Corporate Services Fees related
                  to the Discontinued Service shall no longer be owing under
                  this Agreement.

                                       23

                                                                    Exhibit 10.4


                              TAX MATTERS AGREEMENT




                                     between



                        FIDELITY NATIONAL FINANCIAL, INC.




                                       and




                       FIDELITY NATIONAL TITLE GROUP, INC.




                         dated as of September 27, 2005



                              TAX MATTERS AGREEMENT

      THIS TAX MATTERS AGREEMENT (this "Agreement"), dated as of September 27,
2005, by and among FIDELITY NATIONAL FINANCIAL, INC. ("FNF"), a Delaware
corporation, and FIDELITY NATIONAL TITLE GROUP, INC. ("FNT"), a Delaware
corporation and currently a subsidiary of FNF, is entered into as of the date
last executed by the undersigned parties.

                                    RECITALS

      WHEREAS, as set forth in the resolutions of the Board of Directors of FNF
dated May 16, 2005, FNF intends to distribute to its shareholders, on a pro rata
basis, Class A Common Stock of FNT representing 17.5% of its outstanding common
stock, on a date to be determined ("Distribution Date");

      WHEREAS, FNF is the common parent of the affiliated group of corporations
(the "Affiliated Group") within the meaning of Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), which includes FNT and the FNT
Subsidiaries; and

      WHEREAS, FNF is party to a Tax Sharing Agreement which includes FNT and
the FNT Subsidiaries;

      NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                           ARTICLE 1. DEFINITIONS.

1.1   In General.  As used in this Agreement, the following capitalized terms
shall have the following meanings:

      "Affiliated Group" has the meaning set forth in the Recitals.

      "Agreement" has the meaning set forth in the Preamble hereto.

      "Code" has the meaning set forth in the Recitals to this Agreement.

      "Combined Return" means any state or local Tax Return filed on a
consolidated, combined, unitary or other similar basis wherein any FNT
Subsidiary joins in the filing of such Tax Return (for any Taxable Year) with a
member of the Affiliated Group that is not an FNT Subsidiary.

      "Combined State Tax Liability" means the Tax imposed by a State or
political subdivision thereof which (i) is imposed on, or measured by, gross or
net receipts, income, capital or net worth, including State and local franchise
or similar Taxes measured by net income, excluding any telecommunications, gross
receipts (other than Taxes on gross receipts that are imposed in lieu of a Tax
on net receipts) and other transaction taxes and (ii) is computed on a
consolidated, unitary, or combined basis by reference to the income and/or
activities of a


                                       1


member of the Affiliated Group other than the FNT Subsidiaries, on the one hand,
and one or more FNT Subsidiaries on the other.

      "Consolidated Federal Tax Liability" means the Federal Income Tax
liability of the Affiliated Group.

      "Consolidated Return" means any Federal Income Tax Return of the
Affiliated Group filed on a consolidated basis pursuant to Section 1501 of the
Code.

       "Covered Insurance Company" means any FNT Subsidiary that has separately
entered into a written Tax Sharing Agreement with FNF and filed that Tax Sharing
Agreement with a State Insurance Commissioner, for the period that Tax Sharing
Agreement remains in effect.

      "Distribution Date" has the meaning set forth in the Preamble to this
Agreement.

      "Federal Income Tax" means any Tax imposed under Subtitle A of the Code
(including the Taxes imposed by Sections 11, 55, 831 and 1201(a) of the Code),
and any interest, additions to Tax or penalties applicable or related thereto,
and any other income-based U.S. federal Tax which is hereinafter imposed upon
corporations.

      "Final Determination" means with respect to any issue (a) a decision,
judgment, decree, or other order by the United States Tax Court or any other
court of competent jurisdiction that has become final and unappealable, (b) a
closing agreement under Section 7121 of the Code or a comparable provision of
any state, local or foreign Tax law that is binding against the Service or any
other Tax Authority, (c) any other final settlement with the Service or other
Tax Authority, or (d) the expiration of the applicable statute of limitations.

      "FNT" has the meaning set forth in the Preamble to this Agreement.

      "FNF" has the meaning set forth in the Preamble to this Agreement.

      "FNT Combined State Tax Liability" means the amount that the receipts,
income, or net worth of any FNT Subsidiary other than any Covered Insurance
Subsidiary resulted in, or increased the Combined State Tax Liability, with any
remaining Tax allocated between FNF and FNT on the basis which the FNT
Subsidiary's relative attribute (positive or negative) was taken into account in
determining the Combined State Tax Liability.

      "FNT Subsidiary" means any member of the Affiliated Group for which FNT,
directly or indirectly, beneficially owns more than 50% of the equity interest
or the voting control.

      "FNT Sum of Hypothetical Tax Liabilities" means, for any Taxable Year, the
sum of the Hypothetical Tax Liability for each FNT Subsidiary, EXCEPT that any
FNT Subsidiary that is a Covered Insurance Company shall be excluded from such
calculation.

      "Hypothetical Tax Liability" means, for any Taxable Year, the Tax
Liability that an FNT Subsidiary would have had for such Taxable Year if it had
filed its own separate federal income tax return for such Taxable Year, taking
into account any carryovers to, or carrybacks from, other Taxable Years of the
FNT Subsidiary. In computing each FNT Subsidiary's separate Tax


                                       2


Liability, (i) in the case of any item of income, gain, loss, deduction or
credit that is computed or subject to a limitation only on a consolidated basis,
including but not limited to, charitable contributions, capital losses
("Consolidated Items"), foreign tax credits, research and experimentation credit
and Section 1231 gains and losses, such Consolidated Item shall be taken into
account by the FNT Subsidiary to the extent (determined by FNF on any reasonable
basis) that a Consolidated Item is taken into account and actually affects the
amount of the Tax Liability of the Affiliated Group; (ii) in the case of the
treatment of an item subject to an election made only on a consolidated basis,
the treatment will be governed by the election made by FNF on the consolidated
return; (iii) all intercompany transactions (as defined in Treasury Regulation
Section 1.1502-13(b)(1)) between Subsidiaries shall be taken into account at the
time when such transactions are required to be taken into account by the FNT
Group under Treasury Regulation Section 1.1502-13; and (iv) any Consolidated
Item not initially taken into account in computing the Tax of each FNT
Subsidiary is shall be taken into account by each FNT Subsidiary in the year,
and to the extent that such Consolidated Item is taken into account by the
Affiliated Group; and (v) the FNT Subsidiary is treated as subject to tax on all
of its Taxable Income at the applicable maximum rate specified in the Code but
without the benefit of any surtax exemption.

      "Service" means the Internal Revenue Service.

      "Subsidiary" means a member of the Affiliated Group other than FNF.

      "Tax" means any net income, gross income, gross receipts, alternative or
add-on minimum, sales, use, ad valorem, franchise, profits, license,
withholding, payroll, employment, excise, transfer, recording, severance, stamp,
occupation, premium, property, environmental, estimated, custom duty, or other
tax, governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest and any penalty, addition to Tax or additional amount
imposed by a Taxing Authority.

      "Tax Authority" means any governmental authority or any subdivision,
agency, commission or authority thereof or any quasi-governmental or private
body having jurisdiction over the assessment, determination, collection or
imposition of any Tax (including the Service).

      "Tax Law" means any federal, state, local or foreign law with respect to
Taxes, including the Code and Treasury Regulations.

      "Tax Return" means any return, report, certificate, form or similar
statement or document (including any related or supporting information or
schedule attached thereto and any information return, amended Tax return, claim
for refund or declaration of estimated Tax, including any electronic funds
transfer with respect thereto) supplied to, or filed with, a Tax Authority in
connection with the determination, assessment or collection of any Tax or the
administration of any laws, regulations or administrative requirements relating
to any Tax, including where permitted or required any Tax return filed on a
consolidated, combined, unitary or other similar basis.

      "Tax Sharing Agreement" means any tax sharing agreement, arrangement,
policy, or guideline, whether formal or informal, that exists between FNF and
any or all of its Subsidiaries.



                                       3

      "Taxable Year" means, with respect to any Tax, the period for which the
Tax is reported as provided under the Code or any other applicable Tax Laws.

      "Treasury Regulations" means the final and temporary Tax regulations
promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of successor regulations).

1.2 Construction Principles. As used in this Agreement, (a) the singular shall
be deemed to include the plural and vice versa, (b) the captions and section
headings are inserted for convenience of reference only and are not intended to
have any significance for the interpretation of, or construction of, the
provisions of this Agreement, and (c) any reference to any person shall be
deemed to include any predecessor or successor in interest thereto by merger or
otherwise.

 ARTICLE 2. TAX RETURNS, TAX SHARING PAYMENTS AND GENERAL TAX ADMINISTRATIVE
                                   MATTERS.

2.1 Filing of Returns. FNF shall prepare (or cause to be prepared) and timely
file (or cause to be timely filed) all Consolidated Returns and all Combined
Returns.

2.2   Payment of Taxes.

      (a) For all Taxable Years commencing after the Distribution Date, FNF
shall pay (or cause to be paid) to the appropriate Tax Authority all Taxes, if
any, shown on any Tax Return prepared pursuant to section 2.1.

      (b) With respect to any required payment of estimated Federal Income Taxes
(determined under section 6655 of the Code), FNT shall pay to FNF the sum of all
of the hypothetical estimated tax payments that would have been payable if each
of the FNT Subsidiaries had filed its own separate Tax Return for such Taxable
Year, EXCEPT that in computing the sum of all estimated hypothetical tax
liabilities, the hypothetical tax liabilities of all Covered Insurance Companies
shall be excluded. In computing each FNT Subsidiary's hypothetical estimated tax
payment, each payment shall be sufficient to avoid incurring any addition to tax
by FNF under Section 6655 of the Code by reason of an underpayment by a "large
corporation" within the meaning of Section 6655(g)(2) of the Code and shall be
consistent with the elections permitted to be made under Section 6655(d) and (e)
of the Code as actually made by FNT, in its sole discretion, for such Taxable
Year.

      (c) FNT shall pay to FNF, or FNF shall pay to FNT, as the case may be, the
difference between the FNT Sum of Hypothetical Tax Liabilities for such Taxable
Year and the amount paid by FNT to FNF pursuant to section 2.2(b) hereof for
such Taxable Year.

      (d) If any FNT Subsidiary has a loss or credit on a Federal Income Tax
Return or a Combined Return which could be carried back to and which would
reduce that FNT Subsidiary's Hypothetical Tax Liability for any earlier year for
which it was included in the Affiliated Group, then (i) if, and to the extent
that such loss or credit is utilized to actually reduce the Affiliated Group's
Consolidated Tax Liability for such Taxable Year, FNF shall pay to FNT on the
date the Affiliated Group Federal Consolidated Return is actually filed for such
Taxable Year the amount by which the Hypothetical Tax Liability in such earlier
year is reduced by reason of the


                                       4


carryback or (ii) if, and to the extent that such loss or credit is actually
carried back to an earlier taxable year of the Affiliated Group, FNF shall pay
to FNT on the date any refund of tax is actually received the amount by which
the FNT Subsidiary's Hypothetical Tax Liability in such earlier year is reduced
by reason of such carryback, together with any applicable interest.

      (e) FNT shall pay to FNF the FNT Combined State Tax Liability if the FNT
Combined State Tax Liability is a positive number. FNF shall pay to FNT the
absolute value of the FNT Combined State Tax Liability if the FNT Combined State
Tax Liability is a negative number.

      (f) All settlements under this Agreement shall be made within 30 days of
the filing of the applicable estimated or actual consolidated federal income tax
return with the Internal Revenue Service, except where a refund is due FNF, in
which case, it may defer payment to FNT to within 30 days of receipt of such
refund.

2.3 Agent. In all matters relating to the Affiliated Group's Consolidated Tax
Liability, FNF is the agent for FNT and each FNT Subsidiary. As said agent, FNF
has the sole authority and discretion to make any election for each Subsidiary,
including any election that must be made to determine each Subsidiary's separate
taxable income for purposes of computing the Consolidated Tax Liability of the
Affiliated Group.

2.4 Adjustments. FNT agrees that FNF alone shall be responsible for, and shall
have sole and absolute discretion with respect to, claiming any deductions or
credits not claimed on the Affiliated Group consolidated return as filed, the
filing of any amended returns, agreeing to, contesting, or settling any
adjustments to the Affiliated Group's Consolidated Tax Liability or Combined
State Tax Liability for any Taxable Year covered by this Agreement, and FNF
shall pay any deficiencies in, or receive any refunds of, the Affiliated Group's
Consolidated Tax Liability or Combined State Tax Liability for any such Taxable
Year resulting from a Final Determination. If Consolidated Tax Liability or
Combined State Tax Liability reported on a federal Tax Return is revised by the
Service or other appropriate authority, the Parties to this Agreement shall
recalculate the FNT Sum of Hypothetical Tax Liabilities, FNT shall pay to FNF or
FNF shall pay to FNT, as the case may be, the amount necessary to reflect all
adjustments for any Taxable Year, together with any interest and penalties
fairly attributable thereto.

2.5 Resolution of Disputes as to FNT Sum of Hypothetical Tax Liabilities and
Combined State Taxes. In the event of a disagreement between the parties hereto
as to the amount of the FNT Sum of Hypothetical Tax Liabilities or FNT Combined
State Tax Liability for any Taxable Year, such amount shall be determined by the
independent certified public accountants who audit FNF's certified financial
statements at the time such dispute arises, and the determination of such
accountants shall be final and binding on the parties hereto.


                          ARTICLE 3. MISCELLANEOUS.

3.1   Effectiveness.  This Agreement shall become effective as of the
Distribution Date.

3.2 Notices. All notices and other communications hereunder shall be in writing
and hand delivered or mailed by registered or certified mail (return receipt
requested) or sent by any means


                                       5


of electronic message transmission with delivery confirmed (by voice or
otherwise) to the parties at the following addresses (or at such other addresses
for a party as shall be specified by like notice) and will be deemed given on
the date on which such notice is received:

            to FNF:

            Fidelity National Financial, Inc.
            Attention:  Richard Cox, Senior Vice President - Corporate Tax
            Director
            601 Riverside Avenue
            Jacksonville, FL 32201
            Telephone: (904) 854-8152

            to FNT:

            Fidelity National Title Group, Inc.
            Attention:  Richard Cox, Senior Vice President -- Corporate Tax
            Director
            601 Riverside Avenue
            Jacksonville, FL 32201
            Telephone: (904) 854-8100

And to such other persons or places as each party may from time to time
designate by written notice sent as aforesaid.

3.3   Changes in Law.

      (a) Any reference to a provision of the Code or any other Tax Law shall
include a reference to any applicable successor provision or law.

      (b) If, due to any change in applicable law or regulations or their
interpretation by any court of law or other governing body, performance of any
provision of this Agreement or any transaction contemplated thereby shall become
impracticable or impossible, the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such provision.

3.4 Successors. The provisions to this Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and permitted assigns.

3.5 Assignment. Except for assignments or transfers by operation of law, this
Agreement shall not be assignable, in whole or in part, directly or indirectly,
by any party hereto without the prior written consent of the other party hereto,
which consent will not be unreasonably withheld, and any attempt to assign any
rights or obligations arising under this Agreement without such consent shall be
void.

3.6 Entire Agreement. The provisions of this Agreement contain the entire
agreement between the parties hereto with respect to the subject matter hereof
and shall supersede all previous negotiations, commitments and writings with
respect to such subject matter.


                                       6


3.7   Governing Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware.

3.8 Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by each of the
parties and delivered to the other parties.

3.9 Severability. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

3.10 No Third Party Beneficiaries. Except as otherwise provided herein, this
Agreement is solely for the benefit of FNF and FNT. This Agreement should not be
deemed to confer upon third parties any remedy, claim, liability, reimbursement,
claim of action or other rights in excess of those existing without reference to
this Agreement.

3.11 Waivers. The failure of any party to require strict performance by any
other party of any provision in this Agreement will not waive or diminish that
party's right to demand strict performance thereafter of that or any other
provision hereof.

3.12 Setoff. All payments to be made by any party under this Agreement may be
netted against payments due to such party under this Agreement, but otherwise
shall be made without setoff, counterclaim or withholding, all of which are
hereby expressly waived.

3.13 Headings. The article and section headings of this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.

3.14  Amendments.  This Agreement may not be modified or amended except by an
agreement in writing signed by each of the parties hereto.


                                       7

3.15 Termination. This Agreement may be terminated at any time by the written
mutual agreement of the Parties. Participation shall end immediately if FNT is
no longer a member of the Affiliated Group or FNF does not file a Consolidated
Tax Return for a Taxable Year.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by a duly authorized officer as of the date first above written.



                              FIDELITY NATIONAL FINANCIAL, INC.

                              By   /s/ Todd C. Johnson
                                ----------------------------------
                                   Todd C. Johnson
                                   Senior Vice President



                              FIDELITY NATIONAL TITLE GROUP, INC.

                              By   /s/ Raymond R. Quirk
                                ----------------------------------
                                   Raymond R. Quirk
                                   Chief Executive Officer


                                       8

                                                                    Exhibit 10.5


                           EMPLOYEE MATTERS AGREEMENT


This EMPLOYEE MATTERS AGREEMENT (the "Agreement") dated as of September 27, 2005
by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"
and together with FNF, the "Parties" and individually, a "Party").

                                    RECITALS:
      WHEREAS upon the effectiveness of the registration statement relating to
the distribution of certain shares of common stock of FNT to the FNF
stockholders (the "Distribution"), FNT will no longer be a wholly owned
subsidiary of FNF; and

      WHEREAS, the Parties hereto wish to set forth their agreement as to
certain matters regarding the treatment of, and the compensation and employee
benefits provided to, employees of the FNT Group after consummation of the
Distribution.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions set forth below, the Parties hereby agree with legal and binding
effect as follows:

                                  ARTICLE I.
                                   DEFINITIONS

      The following terms, as used herein, shall have the following meanings:

            1.1 "Affiliate" means, with respect to any specified Person, a
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person. For purposes of this Agreement, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting
securities, by contract or otherwise.

            1.2   "Agreement" has the meaning set forth in the preamble.

            1.3 "Change of Control of FNT" means any event or circumstance
causing FNF to own or control, directly or indirectly, fifty percent (50%) or
less of the stock, or other equity interest entitled to vote on the election of
the members to the board of directors or similar governing body, of FNT.

            1.4   "Closing Date" has the meaning ascribed to such term in the
Separation Agreement.

            1.5 "Code" means the Internal Revenue Code of 1986, as amended, and
the regulations thereunder.


                                       1

                                                                    Exhibit 10.5


            1.6   "Employee Benefit Plan" means:

                  (a) any plan, fund, or program that provides health, medical,
            surgical, hospital or dental care or other welfare benefits, or
            benefits in the event of sickness, accident or disability, or death
            benefits, apprenticeship or other training programs, or day care
            centers, scholarship funds, or prepaid legal services,

                  (b) any plan, fund, or program that provides retirement income
            to employees or results in a deferral of income by employees for
            periods extending to the termination of covered employment or
            beyond,

                  (c) any plan, fund or program that provides severance,
            unemployment, vacation or fringe benefits (including dependent and
            health care accounts),

                  (d) any incentive compensation plan, deferred compensation
            plan, stock option or stock-based incentive or compensation plan, or
            stock purchase plan, or

                  (e) any other "employee pension benefit plan" (as defined in
            Section 3(2) of ERISA), any other "employee welfare benefit plan"
            (as defined in Section 3(1) of ERISA), and any other written or oral
            plan, agreement or arrangement involving direct or indirect
            compensation including, without limitation, insurance coverage,
            severance benefits, disability benefits, fringe benefits, pension or
            retirement plans, profit sharing, deferred compensation, bonuses,
            stock options, stock purchase, phantom stock, stock appreciation or
            other forms of incentive compensation or post-retirement
            compensation.

            1.7 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations thereunder.

            1.8   "FNF" has the meaning set forth in the preamble.

            1.9   "FNF 401(k) Plan" Fidelity National Financial, Inc. 401(k)
and Profit Sharing Plan, as may be amended from time to time.

            1.10 "FNF ESPP" means the Fidelity National Financial, Inc. Employee
Stock Purchase Plan, as may be amended from time to time.

            1.11  "FNF Flex Plans" is defined in Section 2.3 herein.

            1.12 "FNF Group" means FNF, the FNF Subsidiaries and each Person
that is an Affiliate of FNF (other than FNT or any FNT Group Member) immediately
after the Closing Date.

            1.13  "FNF Health Plans" is defined in Section 2.2 herein.

            1.14  "FNF Options" is defined in Section 3.1(a) herein.

            1.15  "FNT" has the meaning set forth in the preamble.


                                       2

                                                                    Exhibit 10.5


            1.16  "FNT 401(k) Plan" is defined in Section 2.1(b) herein.

            1.17 "FNT Group" means FNT, the FNT Subsidiaries and each Person
that FNT controls, directly or indirectly, immediately after the Closing Date.

            1.18  "FNT Group Member" means a member of the FNT Group.

            1.19 "Group Member" means either a member of the FNT Group or a
member of the FNF Group, as the context requires.

            1.20  "Non-U.S. Employee" means each employee of FNT or any FNT
Group Member on a non-U.S. payroll.

            1.21  "Party" and "Parties" have the meanings set forth in the
preamble.

            1.22 "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency, or political subdivision thereof.

            1.23 "Separation Agreement" means that certain Separation Agreement
dated as of September 27, 2005 between FNF and FNT.

            1.24 "Subsidiaries" means with respect to any specified Person, any
corporation or other legal entity of which such Person controls or owns,
directly or indirectly, more than fifty percent (50%) of the stock or other
equity interest entitled to vote on the election of the members to the board of
directors or similar governing body.

            1.25  "Transition Date" is defined in Section 2.2 herein.

            1.26  "U.S. Employee" means each employee of FNT or any FNT Group
Member on a U.S. payroll.

                                 ARTICLE II.
                            U.S. EMPLOYEE MATTERS

            2.1   Continued Plan Participation.

                  (a) All U.S. Employees will continue to participate in the FNF
401(k) Plan (under the same terms and conditions under which they participated
immediately prior to the Closing Date) during the period commencing on the
Closing Date and continuing until a Change of Control of FNT occurs or until
such earlier date as may be agreed to by the Parties. As long as any U.S.
Employees participate in the FNF 401(k) Plan, FNT agrees to pay timely, or cause
to be paid timely, to the FNF 401(k) Plan all elective deferrals and matching or
other employer contributions related to the participation in the FNF 401(k) Plan
of the U.S. Employees, in each case in accordance with the applicable FNF 401(k)
Plan contribution procedures.


                                       3

                                                                    Exhibit 10.5


                  (b) If FNT establishes a qualified defined contribution
retirement plan ("FNT 401(k) Plan"), as soon as practicable after the date the
FNT 401(k) Plan has received its determination letter from the Internal Revenue
Service that it is qualified in form under Section 401(a) of the Code (or such
earlier date as may be agreed to by the Parties), FNF shall cause the accounts,
if any, of the U.S. Employees, their beneficiaries and their respective
alternate payees, if any, under the FNF 401(k) Plan to be transferred to the FNT
401(k) Plan, and FNT shall cause such transferred accounts to be accepted by the
FNT 401(k) Plan, in accordance with Section 414(l) of the Code to the extent
applicable. Such transfer shall include credit for any Company matches allocable
for the period ending on the last day such U.S. Employees participate in the FNF
401(k) Plan, it being understood that no condition exists that such U.S.
Employee be employed by a participating employer on any other date to be
eligible for such allocation. The transfer of such accounts shall be made in
cash, interests in mutual funds, securities or other property or in a
combination thereof, as the Parties may agree; provided that, to the extent
practicable, the transferred accounts shall be reinvested initially in
investments under the FNT 401(k) Plan that are comparable to the investments in
which such accounts were invested immediately before the date of transfer,
except with respect to portions of the transferred accounts invested in FNF
common stock. Any outstanding U.S. Employee loan balances under the FNF 401(k)
Plan shall also be transferred with the underlying accounts.

            2.2 Health and Dental Plans; Disability Plans. During the period
commencing on the Closing Date and continuing until a Change of Control of FNT
occurs or until such earlier date as may be agreed to by the Parties (the
"Transition Date"), FNT shall continue to participate in the FNF medical and
dental benefit plans (collectively, the "FNF Health Plans") for the benefit of
the eligible employees of the FNT Group, and FNF shall consent thereto, all in
accordance with the terms of those plans. FNT (or the applicable FNT Group
Member) shall timely pay to the FNF Health Plans (or their providers or
insurers, as applicable) its portion of employer expenses for the FNF Health
Plans in accordance with the applicable cost allocation method in effect
immediately prior to the Closing Date (or such other method as may be agreed to
by the Parties). Notwithstanding the foregoing, if after commercially reasonable
efforts FNT has not established its own replacement benefit plans by the
Transition Date, such Transition Date shall be deferred an additional 90 days.

            2.3 Health Reimbursement Plan and Dependent Care Plan. During the
period commencing on the Closing Date and continuing until the Transition Date,
FNT shall continue to participate in FNF's health and dependent care flexible
spending account plans (the "FNF Flex Plans") for the benefit of U.S. employees,
and FNF shall consent thereto, in accordance with the respective terms of such
plans. Immediately prior to the Transition Date or such earlier date specified
by the Parties, U.S. Employees shall cease to contribute to the FNF Flex Plans,
in accordance with the respective terms of such plans and FNF and FNT agree that
account balances of participating U.S. Employees shall be transferred to new FNT
health and dependent care flexible spending account plans.

            2.4 Other Welfare and Nonqualified Pension Plans. During the period
commencing on the Closing Date and continuing until the Transition Date, FNT
shall participate in FNF's (i) employee welfare benefit plans (as defined in
Section 3(1) of ERISA and including, but not limited to, the life insurance,
dependent life insurance, accidental death and dismemberment insurance, long-
and short-term disability insurance, business travel accident insurance, vision


                                       4

                                                                    Exhibit 10.5


care, employee assistance, retiree life and medical insurance, long-term care
insurance, and legal assistance plans) not already covered in Section 2.2 and
2.3 above, and (ii) employee pension benefit plans (as defined in Section 3(2)
of ERISA) that are not intended to be tax-qualified under Section 401(a) of the
Code, for the benefit of eligible employees of the FNT Group, and FNF shall
consent thereto, all in accordance with the terms of those plans. FNT (or the
applicable FNT Group Member) shall continue to timely pay to FNF or the
applicable FNF Group Plans its portion of employer expenses with respect to the
welfare plans and non-qualified plans described in this Section 2.4 (and/or any
related trusts) in accordance with the applicable cost allocation method in
effect immediately prior to the Closing Date (or such other method as may be
agreed to by the Parties). Immediately prior to the Transition Date, all U.S.
Employees who participate in any of said welfare plans or non-qualified plans
shall cease to participate in those plans, and distribution of any benefits to
which they are entitled under those non-qualified plans shall be made at the
time and in the manner provided under those plans.

            2.5   Non-U.S. Employee Benefits.  During the period commencing
on the Closing Date and continuing until the Transition Date, FNT shall
continue to participate in FNF's Non-U.S. Plans and such other employee
benefit plans outside of the United States.

                                 ARTICLE III.
             STOCK OPTIONS AND STOCK-BASED INCENTIVE COMPENSATION

            3.1 FNF Options. All options to purchase FNF common stock ("FNF
Options") held by U.S. Employees will remain subject to the same terms and
conditions under which they were held as of the Closing Date; provided, however,
that the number of shares subject to each FNF Option and the per-share exercise
price of the FNF Options will be adjusted to reflect the impact of the
Distribution. Any SFAS 123 or SFAS 123(R) charges related to the FNF Options
shall be treated by FNT (or the applicable FNT Group Member) as a contribution
to capital by FNF; provided, it is understood by the parties that FNF shall not
be entitled to issuance of any equity in connection with such contribution to
capital.

            3.2 FNF Restricted Stock. All employees of the FNT Group who have
received awards of FNF restricted stock will continue to hold their shares of
FNF restricted stock after the Closing Date on the same terms and conditions
under which they were held as of the Closing Date. As of the date of the
Distribution, such employees will receive unrestricted FNT common stock in the
Distribution in the same proportion as other FNF stockholders. Any SFAS 123 or
SFAS 123(R) charges related to the FNF restricted stock shall be treated by FNT
(or the applicable FNT Group Member) as a contribution to capital by FNF;
provided, it is understood by the parties that FNF shall not be entitled to
issuance of any equity in connection with such contribution to capital.

            3.3   Employee Stock Purchase Plan.  Until otherwise agreed to by
the Parties, the U.S. Employees will continue to participate in the FNF ESPP
after the Closing Date.


                                       5

                                                                    Exhibit 10.5


                                   ARTICLE IV.
                                  MISCELLANEOUS

            4.1 Amendment or Termination of Employee Benefit Plans.
Notwithstanding anything herein to the contrary, neither the FNT Group nor the
FNF Group shall be restricted in any way from amending or, with 30 days advance
written notice to the other Party, terminating, at any time or for any reason,
their respective Employee Benefit Plans, in whole or in part, or with respect to
any employee or group of employees.

            4.2 Entire Agreement. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior written and oral (and all contemporaneous oral) agreements
and understandings with respect to the express subject matter hereof. For
purposes of this Section 4.2 only, references herein to this Agreement shall
include the Schedules and Exhibits to this Agreement.

            4.3 Cooperation. FNF and FNT agree to, and to cause their Group
Members to, cooperate and use reasonable efforts to promptly (i) comply with all
requirements of this Agreement, ERISA, the Code and other laws and regulations
that may be applicable to the matters addressed herein, (ii) subject to
applicable law, provide each other with such information reasonably requested by
the other Party to assist the other Party in administering the Employee Benefit
Plans, including for purposes of auditing and reviewing charges, costs and
allocation methodologies with respect to the provision of benefits under the
Employee Benefit Plans, (iii) comply with applicable law and regulations and the
terms of this Agreement, and (iv) to the extent agreed upon by FNT and FNF,
establish one or more replacement Employee Benefit Plans for FNT.

            4.4 Third Party Beneficiaries. This Agreement shall not confer
third-party beneficiary rights upon any employee of the FNT Group or FNF Group
or any other person or entity. Nothing in this Agreement shall be construed as
giving to any such employee or other person or entity any legal or equitable
right against FNF or FNT (or their respective Group Members). This Agreement
shall not constitute a contract of employment and will not give any employee or
other person a right to be employed by or retained in the employ of either FNF
or FNT (or their respective Group Members), unless the employee or other person
would otherwise have that right under applicable law. This Agreement shall not
be deemed to change that at-will status of any employee.

            4.5 Employment Records. After the Closing Date, as may be necessary
for any business purpose of the FNF Group or to permit the FNF Group to respond
to any government inquiry or audit, defend any claim or lawsuit or administer
any FNF Employee Benefit Plan, the FNT Group will allow the FNF Group reasonable
access to and, if requested, copies of any records relating to all U.S.
Employees and Non-U.S. Employees. The FNF Group shall be responsible for the
cost associated with the production and copies of such requested documents. FNF
acknowledges (for itself and its respective Group Members) that FNT and its
Group Members are under no obligation to retain the above-described records for
a period of time that exceeds FNT's internal document retention policy, or
applicable law, whichever is greater.


                                       6

                                                                    Exhibit 10.5


            4.6 Termination; Liability for Costs. This Agreement shall terminate
when services are no longer being provided herein. FNF shall indemnify and hold
harmless FNT for any liability arising or related to any of the FNF Employee
Benefit Plans other than the actual costs for services or charge for benefits
charged to FNT as contemplated herein, provided that such liability arises out
of or relates to negligent conduct or willful misconduct or the violation of law
by FNF.

      IN WITNESS WHEREOF, the Parties as of the date set forth above have
executed this Employee Matters Agreement.


                                    FIDELITY NATIONAL FINANCIAL, INC.


                                    By    /s/ Todd C. Johnson
                                      ----------------------------------------
                                          Todd C. Johnson
                                          Senior Vice President


                                    FIDELITY NATIONAL TITLE GROUP, INC.


                                    By    /s/ Raymond R. Quirk
                                      ----------------------------------------
                                          Raymond R. Quirk
                                          Chief Executive Officer


                                       7

                                                                    Exhibit 10.6



                                                               EXECUTION VERSION




================================================================================




                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN



                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                       FIDELITY NATIONAL TITLE GROUP, INC.




                         DATED AS OF SEPTEMBER 27, 2005




================================================================================

                                TABLE OF CONTENTS



                                                                              Page
                                                                              ----
                                                                           
ARTICLE I.  CERTAIN DEFINITIONS.............................................     1

  Section 1.1.  Definitions.................................................     1
  Section 1.2.  Interpretation..............................................     4

ARTICLE II.  DEMAND REGISTRATION............................................     5

  Section 2.1.  Demand Registration.........................................     5
  Section 2.2.  Piggyback Registrations.....................................     7
  Section 2.3.  SEC Form S-3................................................     9
  Section 2.4.  Holdback Agreements.........................................     9
  Section 2.5.  Registration Procedures.....................................    10
  Section 2.6.  Suspension of Dispositions..................................    13
  Section 2.7.  Registration Expenses.......................................    14
  Section 2.8.  Indemnification.............................................    14
  Section 2.9.  Transfer of Registration Rights.............................    17
  Section 2.10.  Rule 144...................................................    17
  Section 2.11.  Preservation of Rights.....................................    17

ARTICLE III.  TERMINATION...................................................    17

  Section 3.1.  Termination.................................................    17

ARTICLE IV.  MISCELLANEOUS..................................................    18

  Section 4.1.  Notices.....................................................    18
  Section 4.2.  Authority...................................................    19
  Section 4.3.  Governing Law...............................................    19
  Section 4.4.  Successors and Assigns......................................    19
  Section 4.5.  Severability................................................    19
  Section 4.6.  Remedies....................................................    19
  Section 4.7.  Waivers.....................................................    19
  Section 4.8.  Amendment...................................................    20
  Section 4.9.  Counterparts................................................    20
  Section 4.10.  Entire Agreement...........................................    20
  Section 4.11.  Descriptive Headings.......................................    20
  Section 4.12.  Construction...............................................    20
  Section 4.13.  Arbitration................................................    20
  Section 4.14.  Consent to Jurisdiction....................................    21
  Section 4.15.  Survival...................................................    22





                                        i

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (the "Agreement") is entered into as
September 27, 2005, by and between FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation ("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a
Delaware corporation (the "Company").

                                    RECITALS

      WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant to
which the Company has been formed and will be the holding company for all of
FNF's title insurance subsidiaries and operations; and

      WHEREAS, in conjunction with this restructuring plan, the Parties have
entered into a Separation Agreement of even date herewith (the "Separation
Agreement"), pursuant to which certain businesses and subsidiaries will be
transferred and assigned to the Company; and

      WHEREAS, in conjunction with the Separation Agreement, the Company will
distribute a minority interest in the capital stock of the Company to the
stockholders of FNF as a dividend (the "Distribution"), pursuant to a
Registration Statement on Form S-1 filed by the Company with the SEC (the
"Initial Registration Statement"); and

      WHEREAS, after the Distribution, FNF will continue to hold a majority
of the capital stock of the Company; and

      WHEREAS, the Company has agreed to provide FNF with the registration
rights specified in this Agreement following the Distribution with respect to
any shares of Common Stock held by FNF or any other Holder, on the terms and
subject to the conditions set forth herein;

      NOW, THEREFORE, in consideration of the covenants and representations
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and FNF hereby agree as
follows:

                         ARTICLE I. CERTAIN DEFINITIONS

      Section 1.1. Definitions. As used herein, the following terms shall have
the following meanings with each such meaning being equally applicable to the
singular or plural form of such word:

      (i) "Adverse Effect" has the meaning specified in Section 2.1.

      (ii) "Advice" has the meaning specified in Section 2.6.

      (iii) "Agreement" has the meaning specified in the introductory paragraph
      hereof.


                                       1

      (iv) "Business Day" means any day other than Saturday, Sunday or any other
      day on which banks are authorized or required to be closed in New York,
      New York.

      (v) "Common Stock" has the meaning set forth in the recitals hereto.

      (vi) "Company" has the meaning specified in the introductory paragraph
      hereof.

      (vii) "Company Expenses" means all reasonable, out-of-pocket fees and
      expenses incident to any Registration including, without limitation, the
      Company's performance of or compliance with Article 2, fees and expenses
      of compliance with securities or "blue sky" laws, all registration and
      filing fees, all fees and expenses associated with filings required to be
      made with the NASD (including, if applicable, the reasonable fees and
      expenses of any "qualified independent underwriter" as such term is
      defined in Schedule E of the By-Laws of the NASD, and of its counsel), as
      may be required by the rules and regulations of the NASD, the fees and
      expenses incurred in connection with any listing or quotation of the
      Registrable Shares, fees and expenses of counsel for the Company and its
      independent certified public accountants (including the expenses of any
      special audit or "cold comfort" letters required by or incident to such
      performance), the fees and expenses of any special experts retained by the
      Company in connection with such registration, and all commissions related
      to the registration or sales of the Registrable Shares, provided, however,
      that "Company Expenses" shall not included any Holder Expenses.

      (viii) "Demand Registration" has the meaning set forth in Section 2.1.

      (ix) "Demand Request" has the meaning set forth in Section 2.1.

      (x) "Demanding Shareholders" has the meaning set forth in Section 2.1.

      (xi) "Distribution" has the meaning set forth in the Recitals.

      (xii) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time, and the rules and regulations promulgated
      thereunder.

      (xiii) "Excluded Registration" means a registration under the Securities
      Act of (A) securities pursuant to one or more Demand Registrations
      pursuant to Section 2 hereof, (B) securities registered on Form S-8 or any
      similar successor form, and (C) securities registered to effect the
      acquisition of, or combination with, another Person.

      (xiv) "FNF" has the meaning specified in the introductory paragraph
      hereof.

      (xv) "Holder Expenses" means all costs and expenses arising from or
      related to (A) all registration and filing fees, all fees and expenses
      associated with filings required to be made with the NASD (including, if
      applicable, the reasonable fees and expenses of any "qualified independent
      underwriter" as such term is defined in Schedule E of the By-Laws of the
      NASD, and of its counsel), as may be required by the rules and regulations
      of the NASD; (B) all underwriting discounts; and (C) all commissions, and
      in the case of

                                       2

      each of the preceding clauses, attributable to the sale of the Registrable
      Shares held by a Holder.

      (xvi) "Holder" means (A) FNF and (B) any direct or indirect transferee of
      FNF who shall become a party to this Agreement in accordance with Section
      2.9 and has agreed in writing to be bound by the terms of this Agreement.

      (xvii) "Initial Registration Statement" has the meaning set forth in the
      Recitals.

      (xviii) "Inspectors" has the meaning specified in Section 2.5.

      (xix) "Material Transaction" means any material transaction in which the
      Company or any of its subsidiaries proposes to engage or is engaged,
      including a purchase or sale of assets or securities, financing, merger,
      consolidation, tender offer or any other transaction that would require
      disclosure pursuant to the Exchange Act, and with respect to which the
      Company's Board of Directors reasonably has determined, in good faith,
      that compliance with this Agreement may reasonably be expected to either
      materially interfere with the Company's or such subsidiary's ability to
      consummate such transaction in a timely fashion or require the Company of
      disclose material, non-public information prior to such time as it would
      otherwise be required to be disclosed.

      (xx) "NASD" means the National Association of Securities Dealers, Inc.

      (xxi) "Person" means a natural person or any legal, commercial or
      governmental entity, such as, but not limited to, a corporation, general
      partnership, joint venture, limited partnership, limited liability
      company, trust, business association, group acting in concert, or any
      person acting in a representative capacity.

      (xxii) "Piggyback Registration" has the meaning specified in Section 2.2.

      (xxiii) "Prospectus" shall mean the prospectus included in any
      Registration Statement, as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of
      the Registrable Securities covered by the Registration Statement and by
      all other amendments and supplements to the prospectus, including
      post-effective amendments and all material incorporated by reference in
      such Prospectus.

      (xxiv) "Records" has the meaning specified in Section 2.5.

      (xxv) "Register," "registered" and "registration" shall mean and refer to
      a registration effected by preparing and filing a Registration Statement
      and taking all other actions that are necessary or appropriate in
      connection therewith, and the declaration or ordering of effectiveness of
      such Registration Statement by the SEC.

      (xxvi)"Registrable Shares" means the Common Stock owned by the Holders,
      whether owned on the date hereof or acquired hereafter; provided, however,
      that shares of Common Stock that, pursuant to Section 3.1, no longer have
      registration rights hereunder shall not be considered Registrable Shares.


                                       3

      (xxvii) "Registration Statement" shall mean any registration statement of
      the Company in compliance with Section 5 of the Securities Act and the
      rules and regulations thereunder that covers Registrable Securities or
      other Shares pursuant to the provisions of this Agreement, including,
      without limitation, the Prospectus, all amendments and supplements to such
      registration statement, including all post-effective amendments, all
      exhibits and all material incorporated by reference in such registration
      statement.

      (xxviii) "Registration" means a Demand Registration and/or a Piggyback
      Registration.

      (xxix) "Requesting Holders" shall mean any Holder(s) requesting to have
      its (their) Registrable Shares included in any Demand Registration or
      Shelf Registration.

      (xxx) "Required Filing Date" has the meaning specified in Section 2.1.

      (xxxi) "SEC" shall mean the Securities and Exchange Commission.

      (xxxii) "Securities Act" shall mean the Securities Act of 1933, as amended
      from time to time, and the rules and regulations promulgated thereunder.

      (xxxiii) "Seller Affiliates" has the meaning specified in Section 2.8.

      (xxxiv) "Separation Agreement" has the meaning set forth in the Recitals.

      (xxxv) "Shares" shall mean the outstanding Common Stock.

      (xxxvi) "Shelf Registration" has the meaning specified in Section 2.1.

      (xxxvii) "Suspension Notice" has the meaning specified in Section 2.6.

      (xxxviii) "Underwritten Registration" or "Underwritten Offering" shall
      mean a registration in which common equity securities of the Company are
      sold to an underwriter or through an underwriter as agent for reoffering
      to the public.

      Section 1.2. Interpretation. In this Agreement:

            (i) Words in the singular shall include the plural and vice versa;

            (ii) words shall include the common expansions, contractions and
modifications of the root word;

            (iii) any reference to a Person shall be construed as including a
reference to its successors, permitted transferees and permitted assignees in
accordance with their respective interests;

            (iv) any reference to this Agreement or any other agreement or
document shall be construed as a reference to that agreement or document as it
may have been, or may from time to time be, amended, varied, novated, replaced
or supplemented; and

                                       4

            (v) any reference to a law, decree, statute or other enactment shall
be construed as a reference to such as it may have been, or may from time to
time be, amended or re-enacted and any subordinate legislation made or thing
done, or may from time to time be done, under the statute or enactment.

                        ARTICLE II. DEMAND REGISTRATION

      Section 2.1. Demand Registration.

            (i) Request for Registration.

                  (a) Any Holder or Holders of Registrable Shares shall have the
      right to require the Company to file a registration statement on Form S-1,
      S-2 or S-3, or any similar or successor to such forms under the Securities
      Act, for a public offering of all or part of its or their Registrable
      Shares (a "Demand Registration"), by delivering to the Company written
      notice stating that such right is being exercised, naming, if applicable,
      the Holders whose Registrable Shares are to be included in such
      registration (collectively, the "Demanding Shareholders"), specifying the
      number of each such Demanding Shareholder's Registrable Shares to be
      included in such registration and, subject to Section 2.1(iii) hereof,
      describing the intended method of distribution thereof (a "Demand
      Request"). The Initial Registration Statement shall not constitute a
      Demand Registration for any purpose under this Agreement.

                  (b) Each Demand Request shall specify the aggregate number of
      Registrable Shares proposed to be sold. Subject to Section 2.1(vi), the
      Company shall file the registration statement in respect of a Demand
      Registration as soon as practicable and, in any event, within forty-five
      (45) days after receiving a Demand Request (the "Required Filing Date")
      and shall use reasonable best efforts to cause the same to be declared
      effective by the SEC as promptly as practicable after such filing;
      provided, however, that:

                        (A) the Company shall not be obligated to effect a
            Demand Registration pursuant to Section 2.1(i)(a) (X) within 90 days
            after the effective date of a previous Demand Registration, other
            than a Shelf Registration pursuant to this Article 2, or (Y) within
            180 days after the effective date of the Initial Registration
            Statement;

                        (B) the Company shall not be obligated to effect a
            Demand Registration pursuant to Section 2.1(i)(a) unless the Demand
            Request is for a number of Registrable Shares with a market value
            that is equal to at least US$25 million as of the date of such
            Demand Request; and

                        (C) the Company shall not be obligated to effect
            pursuant to Section 2.1(i)(a) more than two (2) Demand Registrations
            during any rolling twelve (12) months period following the date
            hereof.

            (ii) Shelf Registration. With respect to any Demand Registration,
the Requesting Holders may request the Company to effect a registration of the
Common Stock

                                       5

under a registration statement pursuant to Rule 415 under the Securities Act (or
any successor rule) (a "Shelf Registration").

            (iii) Selection of Underwriters. At the request of a majority of the
Requesting Holders, the offering of Registrable Shares pursuant to a Demand
Registration shall be in the form of a "firm commitment" Underwritten Offering.
The Holders of a majority of the Registrable Shares to be registered in a Demand
Registration shall select the investment banking firm or firms to manage the
Underwritten Offering, provided, however, that such selection shall be subject
to the consent of the Company, which consent shall not be unreasonably withheld
or delayed. No Holder may participate in any registration pursuant to Section
2.1(i) unless such Holder (x) agrees to sell such Holder's Registrable Shares on
the basis provided in any underwriting arrangements described above and (y)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements; provided, however, that no such Holder shall
be required to make any representations or warranties in connection with any
such registration other than representations and warranties as to (i) such
Holder's ownership of its or its Registrable Shares to be transferred free and
clear of all liens, claims, and encumbrances, (ii) such Holder's power and
authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested; provided,
further, however, that the obligation of such Holder to indemnify pursuant to
any such underwriting arrangements shall be several, not joint and several,
among such Holders selling Registrable Shares, and the liability of each such
Holder will be in proportion thereto, and provided, further, however, that such
liability will be limited to the net amount received by such Holder from the
sale of its Registrable Shares pursuant to such registration.

            (iv) Rights of Nonrequesting Holders. Upon receipt of any Demand
Request, the Company shall promptly (but in any event within ten (10) days) give
written notice of such proposed Demand Registration to all other Holders, who
shall have the right, exercisable by written notice to the Company within twenty
(20) days of their receipt of the Company's notice, to elect to include in such
Demand Registration such portion of their Registrable Shares as they may
request. All Holders requesting to have their Registrable Shares included in a
Demand Registration in accordance with the preceding sentence shall be deemed to
be "Requesting Holders" for purposes of this Section 2.1.

            (v) Priority on Demand Registrations. No securities to be sold for
the account of any Person (including the Company) other than a Requesting Holder
shall be included in a Demand Registration unless the managing underwriter or
underwriters shall advise the Requesting Holders in writing that the inclusion
of such securities will not adversely affect the price, timing or distribution
of the offering or otherwise adversely affect its success (an "Adverse Effect").
Furthermore, if the managing underwriter or underwriters shall advise the
Requesting Holders that, even after exclusion of all securities of other Persons
pursuant to the immediately preceding sentence, the amount of Registrable Shares
proposed to be included in such Demand Registration by Requesting Holders is
sufficiently large to cause an Adverse Effect, the Registrable Shares of the
Requesting Holders to be included in such Demand Registration shall equal the
number of shares which the Requesting Holders are so advised can be sold in such
offering without an Adverse Effect and such shares shall be allocated pro rata
among the

                                       6

Requesting Holders on the basis of the number of Registrable Shares requested to
be included in such registration by each such Requesting Holder.

            (vi) Deferral of Filing. The Company may defer the filing (but not
the preparation) of a registration statement required by this Section 2.1 until
a date not later than ninety (90) days after the Required Filing Date if (i) a
Material Transaction exists at the time of such Required Filing Date; (ii) at
the time the Company receives the Demand Request, the Company or any of its
Subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed), and the Board of Directors of the Company or a committee of the Board of
Directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its stockholders, or (iii) prior to
receiving the Demand Request, the Company had determined to effect a registered
underwritten public offering of the Company's securities for the Company's
account and the Company had taken substantial steps (including, but not limited
to, selecting a managing underwriter for such offering) and is proceeding with
reasonable diligence to effect such offering. A deferral of the filing of a
registration statement pursuant to this Section 2.1(vi) shall be lifted, and the
requested registration statement shall be filed forthwith, if, in the case of a
deferral pursuant to clause (ii) of the preceding sentence, the negotiations or
other activities are disclosed or terminated, or, in the case of a deferral
pursuant to clause (iii) of the preceding sentence, the proposed registration
for the Company's account is abandoned. In order to defer the filing of a
registration statement pursuant to this Section 2.1(vi), the Company shall
promptly (but in any event within ten (10) days), upon determining to seek such
deferral, deliver to each Requesting Holder a certificate signed by an executive
officer of the Company stating that the Company is deferring such filing
pursuant to this Section 2.1(vi) and a general statement of the reason for such
deferral and an approximation of the anticipated delay. Within twenty (20) days
after receiving such certificate, the holders of a majority of the Registrable
Shares held by the Requesting Holders and for which registration was previously
requested may withdraw such Demand Request by giving notice to the Company; if
withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement. The Company may defer the filing of a particular
registration statement pursuant to this Section 2.1(vi)(a) once in any twelve
(12) month rolling period.

      Section 2.2. Piggyback Registrations.

            (i) Right to Piggyback. Each time the Company proposes to register
any of its equity securities (other than pursuant to an Excluded Registration)
under the Securities Act for sale to the public (whether for the account of the
Company or the account of any securityholder of the Company) (a "Piggyback
Registration"), the Company shall give prompt written notice to each Holder of
Registrable Shares (which notice shall be given not less than twenty (20) days
prior to the anticipated filing date of the Company's registration statement),
which notice shall offer each such Holder the opportunity to include any or all
of its Registrable Shares in such registration statement, subject to the
limitations contained in Section 2.2(ii) hereof. Each Holder who desires to have
its Registrable Shares included in such registration statement shall so advise
the Company in writing (stating the number of shares desired to be registered)
within ten (10) days after the date of such notice from the Company. Any Holder
shall have the right to withdraw such Holder's request for inclusion of such
Holder's Registrable

                                       7

Shares in any registration statement pursuant to this Section 2.2(i) by giving
written notice to the Company of such withdrawal. Subject to Section 2.2(ii)
below, the Company shall include in such registration statement all such
Registrable Shares so requested to be included therein; provided, however, that
the Company may at any time withdraw or cease proceeding with any such
registration if it shall at the same time withdraw or cease proceeding with the
registration of all other equity securities originally proposed to be
registered.

            (ii) Priority on Piggyback Registrations.

                  (a) If a Piggyback Registration is an Underwritten Offering
      and was initiated by the Company, and if the managing underwriter advises
      the Company that the inclusion of Registrable Shares requested to be
      included in the Registration Statement would cause an Adverse Effect, the
      Company shall include in such registration statement (i) first, the
      securities the Company proposes to sell, (ii) second, the Registrable
      Shares requested to be included in such registration, pro rata among the
      Holders of such Registrable Shares on the basis of the number of
      Registrable Shares owned by each such Holder, and (iii) third, any other
      securities requested to be included in such registration. If as a result
      of the provisions of this Section 2.2(ii)(a) any Holder shall not be
      entitled to include all Registrable Shares in a registration that such
      Holder has requested to be so included, such Holder may withdraw such
      Holder's request to include Registrable Shares in such registration
      statement.

                  (b) If a Piggyback Registration is an Underwritten Offering
      and was initiated by a security holder of the Company, and if the managing
      underwriter advises the Company that the inclusion of Registrable Shares
      requested to be included in the Registration Statement would cause an
      Adverse Effect, the Company shall include in such registration statement
      (i) first, the securities requested to be included therein by the security
      holders requesting such registration and the Registrable Shares requested
      to be included in such registration, pro rata among the holders of such
      securities on the basis of the number of securities owned by each such
      holder, and (ii) second, any other securities requested to be included in
      such registration (including securities to be sold for the account of the
      Company). If as a result of the provisions of this Section 2.2(ii)(b) any
      Holder shall not be entitled to include all Registrable Shares in a
      registration that such Holder has requested to be so included, such Holder
      may withdraw such Holder's request to include Registrable Shares in such
      registration statement.

                  (c) No Holder may participate in any registration statement in
      respect of a Piggyback Registration hereunder unless such Holder (x)
      agrees to sell such Holder's Registrable Shares on the basis provided in
      any underwriting arrangements approved by the Company and (y) completes
      and executes all questionnaires, powers of attorney, indemnities,
      underwriting agreements and other documents, each in customary form,
      reasonably required under the terms of such underwriting arrangements;
      provided, however, that no such Holder shall be required to make any
      representations or warranties in connection with any such registration
      other than representations and warranties as to (i) such Holder's
      ownership of its Registrable Shares to be sold or transferred free and
      clear of all liens, claims, and encumbrances, (ii) such Holder's power and
      authority to effect such transfer, and (iii) such matters pertaining to
      compliance with securities laws

                                       8

      as may be reasonably requested; provided, further, however, that the
      obligation of such Holder to indemnify pursuant to any such underwriting
      arrangements shall be several, not joint and several, among such Holders
      selling Registrable Shares, and the liability of each such Holder will be
      in proportion to, and provided, further, that such liability will be
      limited to, the net amount received by such Holder from the sale of its
      Registrable Shares pursuant to such registration.

            (iii) Selection of Underwriters. If any Piggyback Registration is an
Underwritten Offering and any Registrable Shares will be included in such
offering, then the investment banking firm(s) selected to manage the offering
shall be selected with the prior consent of the Holders of a majority of the
Registrable Shares to be included in such Piggyback Registration, which consent
shall not be unreasonably withheld, provided that if FNF or Affiliates thereof
are included among the Holders whose Registrable Shares will be included in the
Piggyback Registration, then such selection shall also be with the prior consent
of FNF (which consent shall not be unreasonably withheld).

      Section 2.3. SEC Form S-3. The Company shall use its reasonable best
efforts to cause Demand Registrations to be registered on Form S-3 (or any
successor form) once the Company becomes eligible to use Form S-3, and if the
Company is not then eligible under the Securities Act to use Form S-3, Demand
Registrations shall be registered on the form for which the Company then
qualifies. The Company shall use its reasonable best efforts to become eligible
to use Form S-3 and, after becoming eligible to use Form S-3, shall use its
reasonable best efforts to remain so eligible.

      Section 2.4. Holdback Agreements.

            (i) The Company shall not effect any public sale or distribution of
its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
90-day period beginning on the effective date of any registration statement in
connection with a Demand Registration (other than a Shelf Registration) or a
Piggyback Registration, except pursuant to registrations on Form S-4 or Form S-8
or any successor form or unless the underwriters managing any such public
offering otherwise agree.

            (ii) If any Holders of Registrable Shares notify the Company in
writing that they intend to effect an underwritten sale of Common Stock
registered pursuant to a Shelf Registration pursuant to Article 2 hereof, the
Company shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for its equity securities, during the seven days prior to and during the 90-day
period beginning on the date such notice is received, except pursuant to
registrations on Form S-4 or Form S-8 or any successor form or unless the
underwriters managing any such public offering otherwise agree.

            (iii) Each Holder agrees, in the event of an Underwritten Offering
by the Company (whether for the account of the Company or otherwise), not to
offer, sell, contract to sell or otherwise dispose of any Registrable
Securities, or any securities convertible into or exchangeable or exercisable
for such securities, including any sale pursuant to Rule 144 under

                                       9

the Securities Act (except as part of such Underwritten Offering), during the 7
days prior to, and during the 90-day period (or such lesser period as the lead
or managing underwriters may require) beginning on, the effective date of the
registration statement for such Underwritten Offering (or, in the case of an
offering pursuant to an effective shelf registration statement pursuant to Rule
415, the pricing date for such Underwritten Offering).

      Section 2.5. Registration Procedures. Whenever any Holder has requested
that any Registrable Shares be registered pursuant to this Agreement, the
Company will use its reasonable best efforts to effect the registration and the
sale of such Registrable Shares in accordance with the intended method of
disposition thereof as promptly as is practicable, and pursuant thereto the
Company will as expeditiously as possible:

            (i) prepare and file with the SEC, pursuant to Section 2.1(i)(b)
with respect to any Demand Registration, a registration statement on any
appropriate form under the Securities Act with respect to such Registrable
Shares and use its reasonable best efforts to cause such registration statement
to become effective, provided that as far in advance as practicable before
filing such registration statement or any amendment thereto, the Company will
furnish to the selling Holders copies of reasonably complete drafts of all such
documents prepared to be filed (including exhibits), and any such Holder shall
have the opportunity to object to any information contained therein and the
Company will make corrections reasonably requested by such Holder with respect
to such information prior to filing any such registration statement or
amendment;

            (ii) except in the case of a Shelf Registration, prepare and file
with the SEC such amendments, post-effective amendments, and supplements to such
registration statement and the Prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than one hundred eighty (180) days (or such lesser period as is necessary for
the underwriters in an Underwritten Offering to sell unsold allotments) and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;

            (iii) in the case of a Shelf Registration, prepare and file with the
SEC such amendments and supplements to such registration statement and the
Prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Shares subject
thereto for a period ending on the earlier of (x) 24 months after the effective
date of such registration statement and (y) the date on which all the
Registrable Shares subject thereto have been sold pursuant to such registration
statement;

            (iv) furnish to each seller of Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the Prospectus
included in such registration statement (including each preliminary Prospectus),
any documents incorporated by reference therein and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to Section
2.6 and the requirements of the Securities Act and applicable state securities
laws, the Company consents to the use of the

                                       10

Prospectus and any amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the Registrable Shares
covered by the registration statement of which such Prospectus, amendment or
supplement is a part);

            (v) use its reasonable best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the managing underwriter reasonably requests (or, in the event
the registration statement does not relate to an Underwritten Offering, as the
holders of a majority of such Registrable Shares may reasonably request); use
its reasonable best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period in which such registration
statement is required to be kept effective; and do any and all other acts and
things which may be reasonably necessary or advisable to enable each seller to
consummate the disposition of the Registrable Shares owned by such seller in
such jurisdictions (provided, however, that the Company will not be required to
(A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (B) consent to
general service of process in any such jurisdiction);

            (vi) promptly notify each seller and each underwriter and (if
requested by any such Person) confirm such notice in writing (A) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed and, with respect to a registration statement or any post-effective
amendment, when the same has become effective, (B) of the issuance by any state
securities or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable Shares
under state securities or "blue sky" laws or the initiation of any proceedings
for that purpose, and (C) of the happening of any event which makes any
statement made in a registration statement or related Prospectus untrue or which
requires the making of any changes in such registration statement, Prospectus or
documents so that they will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and, as promptly as practicable
thereafter, prepare and file with the SEC and furnish a supplement or amendment
to such Prospectus so that, as thereafter deliverable to the purchasers of such
Registrable Shares, such Prospectus will not contain any untrue statement of a
material fact or omit a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;

            (vii) permit any selling Holder, which in such Holder's sole and
exclusive judgment, might reasonably be deemed to be an underwriter or a
controlling Person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such Holder and its counsel should be included;

            (viii) make reasonably available members of management of the
Company, as selected by the Holders of a majority of the Registrable Shares
included in such registration, for assistance in the selling effort relating to
the Registrable Shares covered by such registration, including, but not limited
to, the participation of such members of the Company's management in road show
presentations;


                                       11

            (ix) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, including the Securities Act and
the Exchange Act and the rules and regulations promulgated thereunder, and make
generally available to the Company's securityholders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
thirty (30) days after the end of the twelve (12) month period beginning with
the first day of the Company's first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall cover
said twelve (12) month period, and which requirement will be deemed to be
satisfied if the Company timely files complete and accurate information on Forms
10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158
under the Securities Act;

            (x) if requested by the managing underwriter or any seller promptly
incorporate in a Prospectus supplement or post-effective amendment such
information as the managing underwriter or any seller reasonably requests to be
included therein, including, without limitation, with respect to the Registrable
Shares being sold by such seller, the purchase price being paid therefor by the
underwriters and with respect to any other terms of the Underwritten Offering of
the Registrable Shares to be sold in such offering, and promptly make all
required filings of such Prospectus supplement or post-effective amendment;

            (xi) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into a registration statement (in
the form in which it was incorporated), deliver a copy of each such document to
each seller;

            (xii) cooperate with the sellers and the managing underwriter to
facilitate the timely preparation and delivery of certificates (which shall not
bear any restrictive legends unless required under applicable law) representing
securities sold under any registration statement, and enable such securities to
be in such denominations and registered in such names as the managing
underwriter or such sellers may request and keep available and make available to
the Company's transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;

            (xiii) promptly make available for inspection by any seller, any
underwriter participating in any disposition pursuant to any registration
statement, and any attorney, accountant or other agent or representative
retained by any such seller or underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information requested
by any such Inspector in connection with such registration statement; provided,
however, that, unless the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in the registration statement or the release
of such Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Company shall not be required to provide any
information under this subparagraph (x) if (A) the Company believes, after
consultation with counsel for the Company, that to do so would cause the Company
to forfeit an attorney-client privilege that was applicable to such information
or (B) if either (1) the Company has requested and been granted from the SEC
confidential treatment of such information contained in any filing with the SEC
or documents provided supplementally or otherwise or (2) the Company reasonably
determines in

                                       12

good faith that such Records are confidential and so notifies the Inspectors in
writing, unless prior to furnishing any such information with respect to clause
(B), such Holder of Registrable Shares requesting such information agrees to
enter into a confidentiality agreement in customary form and subject to
customary exceptions; and provided, further, that each Holder of Registrable
Shares agrees that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at its expense, to undertake appropriate action and to
prevent disclosure of the Records deemed confidential;

            (xiv) furnish to each seller and underwriter a signed counterpart of
(A) an opinion or opinions of counsel to the Company, and (B) a comfort letter
or comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the sellers or managing
underwriter reasonably requests;

            (xv) cause the Registrable Shares included in any registration
statement to be (A) listed on each securities exchange, if any, on which similar
securities issued by the Company are then listed, or (B) quoted on the NASD
Automated Quotation System or the Nasdaq National Market if similar securities
issued by the Company are quoted thereon;

            (xvi) provide a transfer agent and registrar for all Registrable
Securities registered hereunder;

            (xvii) cooperate with each seller and each underwriter participating
in the disposition of such Registrable Shares and their respective counsel in
connection with any filings required to be made with the NASD;

            (xviii) during the period when the Prospectus is required to be
delivered under the Securities Act, promptly file all documents required to be
filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act;

            (xix) notify each seller of Registrable Shares promptly of any
request by the SEC for the amending or supplementing of such registration
statement or Prospectus or for additional information;

            (xx) enter into such agreements (including underwriting agreements
in the managing underwriter's customary form) as are customary in connection
with an Underwritten Registration; and

            (xxi) advise each seller of such Registrable Shares, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the SEC suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and promptly
use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued.

      Section 2.6. Suspension of Dispositions. Each Holder agrees by acquisition
of any Registrable Shares that, upon receipt of any notice (a "Suspension
Notice") from the Company of the happening of any event of the kind described in
Section 2.5(vi)(C), such Holder will

                                       13

forthwith discontinue disposition of Registrable Shares until such Holder's
receipt of the copies of the supplemented or amended Prospectus, or until it is
advised in writing (the "Advice") by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated by reference in the Prospectus, and, if so
directed by the Company, such Holder will deliver to the Company all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Shares current at the time of receipt of
such notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of registration statements set forth in
Sections 2.5(ii) and 2.5(iii) shall be extended by the number of days during the
period from and including the date of the giving of the Suspension Notice to and
including the date when each seller of Registrable Shares covered by such
registration statement shall have received the copies of the supplemented or
amended Prospectus or the Advice. The Company shall use its reasonable best
efforts and take such actions as are reasonably necessary to render the Advice
as promptly as practicable.

      Section 2.7. Registration Expenses. All Company Expenses incident to any
Registration shall be borne by the Company, (unless paid by a security holder
that is not a Holder for whose account the registration is being effected). All
Holder Expenses incident to any Registration shall be borne by the Holders pro
rata on the basis of the number of shares so registered whether or not any
registration statement becomes effective. The fees and expenses of any counsel,
accountants, or other Persons retained or employed by any Holder shall borne
solely by such Holder.

      Section 2.8. Indemnification.

            (i) The Company agrees to indemnify and reimburse, to the fullest
extent permitted by law, each seller of Registrable Shares, and each of its
employees, advisors, agents, representatives, partners, officers, and directors
and each Person who controls such seller (within the meaning of the Securities
Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by Section
2.8(iii)) based upon, arising out of, related to or resulting from any untrue or
alleged untrue statement of a material fact contained in any registration
statement, Prospectus, or preliminary Prospectus or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (B) against any and all loss, liability, claim, damage, and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission, and (C) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (A) or (B) above; except insofar as any such statements are

                                       14

made in reliance upon and in strict conformity with information furnished in
writing to the Company by such seller or any Seller Affiliate for use therein or
arise from such seller's or any Seller Affiliate's failure to deliver a copy of
the registration statement or Prospectus or any amendments or supplements
thereto after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
Section 2.8(i) will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.

            (ii) In connection with any registration statement in which a seller
of Registrable Shares is participating, each such seller will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
Prospectus and, to the fullest extent permitted by law, each such seller will
indemnify the Company and each of its employees, advisors, agents,
representatives, partners, officers and directors and each Person who controls
the Company (within the meaning of the Securities Act or the Exchange Act) and
any agent or investment advisor thereof against any and all losses, claims,
damages, liabilities, and expenses (including, without limitation, reasonable
attorneys' fees and disbursements except as limited by Section 2.8(iii))
resulting from any untrue statement or alleged untrue statement of a material
fact contained in the registration statement, Prospectus, or any preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such seller
or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the obligation to indemnify will be several, not joint
and several, among such sellers of Registrable Shares, and the liability of each
such seller of Registrable Shares will be in proportion to, and will be limited
to, the net amount received by such seller from the sale of Registrable Shares
pursuant to such registration statement; provided, however, that such seller of
Registrable Shares shall not be liable in any such case to the extent that prior
to the filing of any such registration statement or Prospectus or amendment
thereof or supplement thereto, such seller has furnished in writing to the
Company information expressly for use in such registration statement or
Prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company.

            (iii) Any Person entitled to indemnification hereunder will (A) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give such notice
shall not limit the rights of such Person) and (B) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person unless (X) the
indemnifying party has agreed to pay such fees or expenses, or (Y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person. If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying party
will not be subject to any liability for any

                                       15

settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim unless (1) such
settlement or compromise contains a full and unconditional release of the
indemnified party or (2) the indemnified party otherwise consents in writing. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party, a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and
disbursements of such additional counsel or counsels.

            (iv) Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 2.8(i) or Section 2.8(ii) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, liabilities, or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted in
the losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.8(iv) were determined by
pro rata allocation (even if the Holders or any underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 2.8(iv). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or, except as provided in Section 2.8(iii), defending any such
action or claim. Notwithstanding the provisions of this Section 2.8(iv), no
Holder shall be required to contribute an amount greater than the dollar amount
by which the net proceeds received by such Holder with respect to the sale of
any Registrable Shares exceeds the amount of damages which such Holder has
otherwise been required to pay by reason of any and all untrue or alleged untrue
statements of material fact or omissions or alleged omissions of material fact
made in any registration statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto related to such sale of Registrable
Shares. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The Holders'
obligations in this Section 2.8(iv) to contribute shall be several in proportion
to the amount of Registrable Shares registered by them and not joint. If
indemnification is available under this Section 2.8, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Section
2.8(i) and Section 2.8(ii) without regard

                                       16

to the relative fault of said indemnifying party or indemnified party or any
other equitable consideration provided for in this Section 2.8(iv) subject, in
the case of the Holders, to the limited dollar amounts set forth in Section
2.8(ii).

            (v) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, or
controlling Person of such indemnified party and will survive the transfer of
securities.

      Section 2.9. Transfer of Registration Rights. The rights of each Holder
under this Agreement may be assigned to any direct or indirect transferee of a
Holder who agrees in writing to be subject to and bound by all the terms and
conditions of this Agreement.

      Section 2.10. Rule 144. The Company will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to
file such reports, will, upon the request of the Holders, make publicly
available other information) and will take such further action as the Holders
may reasonably request, all to the extent required from time to time to enable
the Holders to sell Common Stock without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the reasonable
request of any Holder, the Company will deliver to such parties a written
statement as to whether it has complied with such requirements and will, at its
expense, forthwith upon the request of any such Holder, deliver to such Holder a
certificate, signed by the Company's principal financial officer, stating (a)
the Company's name, address and telephone number (including area code), (b) the
Company's Internal Revenue Service identification number, (c) the Company's SEC
file number, (d) the number of shares of each class of capital stock outstanding
as shown by the most recent report or statement published by the Company, and
(e) whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least ninety (90) days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder.

      Section 2.11. Preservation of Rights. The Company will not (i) grant any
registration rights to third parties which are more favorable than or
inconsistent with the rights granted hereunder or (ii) enter into any agreement,
take any action, or permit any change to occur, with respect to its securities
that violates or subordinates the rights expressly granted to the Holders in
this Agreement.

                            ARTICLE III. TERMINATION

      Section 3.1. Termination. The Holders may exercise the registration rights
granted hereunder in such manner and proportions as they shall agree among
themselves. The registration rights hereunder shall cease to apply to any
particular Registrable Share when: (a) a registration statement with respect to
the sale of such shares of Common Stock shall have become effective under the
Securities Act and such shares of Common Stock shall have been disposed of in
accordance with such registration statement; (b) such shares of Common Stock
shall have been sold to the public pursuant to Rule 144 under the Securities Act
(or any

                                       17

successor provision); (c) such shares of Common Stock shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration or qualification of them
under the Securities Act or any similar state law then in force; (d) such shares
shall have ceased to be outstanding or (e) in the case of Registrable Shares
held by a Holder that is not FNF or any Affiliate thereof, when such Registrable
Shares are eligible for sale pursuant to Rule 144(k) under the Securities Act
(or any successor provision). The Company shall promptly upon the request of any
Holder furnish to such Holder evidence of the number of Registrable Shares then
outstanding.

                           ARTICLE IV. MISCELLANEOUS

      Section 4.1. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by overnight courier service, by facsimile with receipt
confirmed (followed by delivery of an original via overnight courier service) or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
4.1:

      If to the Company:

            Fidelity National Title Group, Inc.
            601 Riverside Avenue
            Jacksonville, FL 32204
            Attn: General Counsel
            Telephone:  904-854-8100

      If to FNF:

            Fidelity National Financial, Inc.
            601 Riverside Avenue
            Jacksonville, FL 32204
            Attn: General Counsel
            Telephone:  904-854-8100

If to any other Holder, the address indicated for such Holder in the Company's
stock transfer records with copies, so long as FNF owns any Registrable Shares,
to FNF as provided above. Any notice or communication hereunder shall be deemed
to have been given or made as of the date so delivered if personally delivered;
when answered back, if sent via facsimile; when receipt is confirmed by the
sender's equipment; and five (5) calendar days after mailing if sent by
registered or certified mail (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.


                                       18

      Section 4.2. Authority. Each of the parties hereto represents to the other
that (i) it has the corporate power and authority to execute, deliver and
perform this Agreement, (ii) the execution, delivery and performance of this
Agreement by it has been duly authorized by all necessary corporate action and
no such further action is required, (iii) it has duly and validly executed and
delivered this Agreement, and (iv) this Agreement is a legal, valid and binding
obligation, enforceable against it in accordance with its terms subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and general equity principles.

      Section 4.3. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Florida
without application of the conflict of laws provisions thereof.

      Section 4.4. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall be binding upon and benefit the Company,
each Holder, and their respective successors and assigns.

      Section 4.5. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or as
a matter of public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties to this Agreement shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the
greatest extent possible.

      Section 4.6. Remedies. Each party hereto shall be entitled to enforce its
rights under this Agreement specifically to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that each party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

      Section 4.7. Waivers. The observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in a writing signed by the party against whom the
existence of such waiver is asserted. Unless otherwise expressly provided in
this Agreement, no delay or omission on the part of any party in exercising any
right or privilege under this Agreement shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this
Agreement nor shall any single or partial exercise of any right or privilege
preclude any other or further exercise thereof or the exercise of any other
right or privilege under this Agreement. No failure by either party to take any
action or assert any right or privilege hereunder shall be deemed to be a waiver
of such right or privilege in the event of the


                                       19

continuation or repetition of the circumstances giving rise to such right unless
expressly waived in writing by the party against whom the existence of such
waiver is asserted.

      Section 4.8. Amendment. This Agreement may not be amended or modified in
any respect except by a written agreement signed by the Company, FNF (so long as
FNF owns any Common Stock) and the Holders of a majority of the then outstanding
Registrable Shares.

      Section 4.9. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties to each such agreement in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be as effective as delivery of a manually executed counterpart
of any such Agreement.

      Section 4.10. Entire Agreement. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

      Section 4.11. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

      Section 4.12. Construction. Where specific language is used to clarify by
example a general statement contained herein, such specific language shall not
be deemed to modify, limit or restrict in any manner the construction of the
general statement to which it relates. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.

      Section 4.13. Arbitration. All disputes arising under this Agreement shall
be resolved by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. Expedited rules shall apply regardless
of the amount at issue. Arbitration proceedings hereunder may be initiated by
the any party making a written request to the American Arbitration Association,
together with any appropriate filing fee, at the office of the American
Arbitration Association in Orlando, Florida. All arbitration proceedings shall
be held in Jacksonville, Florida in a location to be specified by the
Arbitrators (or any place agreed to by the parties and the Arbitrators). If the
amount at issue is less than US$100,000.00, then arbitration shall be by one
Arbitrator experienced in the matters at issue and jointly selected by the
parties (provided, that, if the parties cannot agree on an Arbitrator within
fifteen (15) days after notice of commencement of arbitration, the American
Arbitration Association shall, upon the request of any party to the dispute or
difference, appoint the Arbitrator). If the amount at issue is US$100,000.00 or
more, then arbitration shall be by a panel of three qualified Arbitrators
experienced in the matters at issue. Each party shall choose one Arbitrator and
the third Arbitrator shall be chosen by the two so chosen. If the parties fail
to choose an Arbitrator within 30 days after notice of commencement of
arbitration or if the two Arbitrators fail to choose a third Arbitrator within
30 days after their appointment, the American Arbitration Association

                                       20

shall, upon the request of any party to the dispute or difference, appoint the
Arbitrator or Arbitrators to constitute or complete the panel, as the case may
be. Any order or determination of the arbitral tribunal shall be final and
binding upon the parties to the arbitration as to matters submitted and may be
enforced by either party in any court having jurisdiction over the subject
matter or over any of the parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys fees) shall
be borne by the party against which the decision is rendered, or, if no decision
is rendered, such costs and expenses shall be borne equally by the parties. If
the Arbitrators' decision is a compromise, the determination of which party or
parties bears the costs and expenses incurred in connection with any such
arbitration proceeding shall be made by the Arbitrators on the basis of the
Arbitrators' assessment of the relative merits of the parties' positions.

      Section 4.14. Consent to Jurisdiction. Each party hereby submits to the
nonexclusive jurisdiction of the Federal courts and the courts of the State of
Florida, in each case located in Duval County, Florida for purposes of all legal
proceedings arising out of or relating to this Agreement. Each party hereby
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.


                           [signature page to follow]




                                       21

      Section 4.15. Survival. Notwithstanding anything herein to the contrary,
the provisions of Sections 2.8, 4.1, 4.3, 4.5, 4.6, 4.11, 4.13, 4.14 and this
Section 4.15 shall survive any expiration or termination of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.


                        FIDELITY NATIONAL FINANCIAL, INC.

                        By    /s/ Todd C. Johnson
                           ------------------------------
                              Todd C. Johnson
                              Senior Vice President


                        FIDELITY NATIONAL TITLE GROUP, INC.

                        By    /s/ Raymond R. Quirk
                           ------------------------------
                              Raymond R. Quirk
                              Chief Executive Officer




                                       22

                                                                    Exhibit 10.7


                  INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT

         This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this "Agreement"),
dated as of September 27, 2005 (the "Effective Date"), is entered into by and
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation, ("FNF") and
FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"), each a
"Party" and together, the "Parties."

                              W I T N E S S E T H:

         WHEREAS, FNF has the authority and power, or has caused members of the
FNF Group to authorize and empower FNF, to deliver the rights herein granted to
FNT, and FNT has the authority and power, or has caused members of the FNT Group
to authorize and empower FNT, to deliver the rights herein granted to FNF.

         NOW, THEREFORE, in consideration of the premises, and of the cross
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:

1.       CERTAIN DEFINITIONS

(a)      "Change of Control" of FNT means any event or circumstance causing FNF
         to own or control, directly or indirectly, fifty percent (50%) or less
         of the stock or other equity interest entitled to vote on the election
         of the members to the board of directors or similar governing body of
         FNT.

(b)      "Competitors" for FNF shall mean those companies set forth on Schedule
         1(a)(i) and for FNT shall mean those companies set forth on Schedule
         1(a)(ii).

(c)      "Confidential Information" has the meaning set forth in Section 8(a).

(d)      "Copyright" means each of the FNF Copyrights and the FNT Copyrights.

(e)      "Dispute" has the meaning set forth in Section 9(a).

(f)      "Fidelity Mark" has the meaning set forth in Section 3(e).

(g)      "FNF Copyrights" has the meaning set forth in Section 2(b).

(h)      "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an
         Affiliate of FNF, other than FNT and any member of the FNT Group,
         immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNF after the Effective Date.

(i)      "FNF Intellectual Property" has the meaning set forth in Section 2(f).

(j)      "FNF Marks" has the meaning set forth in Section 2(c).

                                       1



(k)      "FNF Patents" has the meaning set forth in Section 2(d).

(l)      "FNF Trade Secrets" has the meaning set forth in Section 2(e).

(m)      "FNF Subsidiary" means the Subsidiaries of FNF, excluding FNT and the
         members of the FNT Group (collectively, the "FNF Subsidiaries").

(n)      "FNT Copyrights" has the meaning set forth in Section 2(b).

(o)      "FNT Group" means FNT, Subsidiaries of FNT, and each Person that FNT
         directly or indirectly controls (within the meaning of the Securities
         Act) immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNT after the Effective Date.

(p)      "FNT Intellectual Property" has the meaning set forth in Section 2(f).

(q)      "FNT Marks" has the meaning set forth in Section 2(c).

(r)      "FNT Patents" has the meaning set forth in Section 2(d).

(s)      "FNT Subsidiary" means the Subsidiaries of FNT (collectively, the "FNT
         Subsidiaries").

(t)      "FNT Trade Secrets" has the meaning set forth in Section 2(e).

(u)      "Granting Party" has the meaning set forth in Section 2(a).

(v)      "Granting Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensor Party and (ii) the FNT Group in those instances
         where FNT is the Licensor Party.

(w)      "Intellectual Property" has the meaning set forth in Section 2(f).

(x)      "Intercompany Agreements" means the following agreements each executed
         on or about the Effective Date, unless otherwise indicated herein:

         (i)      this Intellectual Property Cross License Agreement between FNF
                  and FNT;

         (ii)     the Corporate Services Agreement between FNF and FNT;

         (iii)    the Reverse Corporate Services Agreement between FNF and FNT;

         (iv)     the Employee Matters Agreement between FNF and FNT;

         (v)      the Tax Matters Agreement between FNF and FNT; and

         (vi)     any other agreement that would fall within the definition of
                  "Ancillary Agreements" in the Separation Agreement of even
                  date herewith, between FNF and FNT, as amended and as may
                  hereafter be amended from time to time.

                                        2



(y)      "Licensee Party" has the meaning set forth in Section 2(a).

(z)      "Licensee Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensee Party and (ii) the FNT Group in those instances
         where FNT is the Licensee Party.

(aa)     "Mark" means each of the FNF Marks and the FNT Marks.

(bb)     "Master IT Services Agreement" means the agreement of even date
         herewith by and between FNT and Fidelity Information Services, Inc., an
         Arkansas corporation.

(cc)     "Party" has the meaning set forth in the preamble.

(dd)     "Patent" means each of the FNF Patents and the FNT Patents.

(ee)     "Permitted Sublicensee" has the meaning set forth in Section 2(g)(i).

(ff)     "Person" means an individual, a partnership, a corporation, a limited
         liability company, an association, a joint stock company, a trust, a
         joint venture, an unincorporated organization, a governmental entity or
         any department, agency, or political subdivision thereof.

(gg)     "Subsidiary" means, with respect to any specified Person, any
         corporation or other legal entity of which such Person controls or
         owns, directly or indirectly, more than fifty percent (50%) of the
         stock or other equity interest entitled to vote on the election of the
         members to the board of directors or similar governing body.

(hh)     "Trade Secret" means each of the FNF Trade Secrets and the FNT Trade
         Secrets.

(ii)     "Unauthorized Access" has the meaning set forth in Section 8(b).

2.       RECIPROCAL GRANTS

(a)      Each Party hereto grants hereby certain rights in Intellectual Property
         (defined and scheduled below) and Trade Secrets and, with respect to
         such rights, shall be termed the "Granting Party"; with respect to such
         rights, the grantee shall be termed the "Licensee Party." The following
         basic grants shall control each identified type of Intellectual
         Property and Trade Secrets, but each grant shall be subject to any
         further conditions adjoining the specific item of Intellectual Property
         as scheduled (for Copyrights on Schedule 2(b), for Marks on Schedule
         2(c), and for Patents on Schedule 2(d)). Where a Party is granted a
         right to sublicense pursuant to this Section 2, any sublicense granted
         pursuant to such right shall comply with Section 2(g) below.

(b)      Copyrights. (i) FNF hereby grants to FNT a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, sell services
         arising from, sublicense, operate, alter, modify, adapt, perform,
         distribute, create derivative works from, display, copy and exploit any
         other rights of ownership now existing or hereafter created with
         respect to (A) the copyrighted materials (including but not limited to
         software) owned by a member of

                                       3



         the FNF Group and listed or described on Schedule 2(b) hereto or (B)
         materials that (1) are unregistered, (2) are not software or data
         processed by software in connection with the business of FNF Group, (3)
         FNT Group was using prior to the Effective Date and (4) do not have
         substantial commercial value (collectively, A and B are the "FNF
         Copyrights"), subject to the terms and conditions hereof.

         (ii) FNT hereby grants to FNF a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, exploit, sell
         services arising from, sublicense, operate, alter, modify, adapt,
         perform, distribute, create derivative works from, display, copy and
         exploit any other rights of ownership now existing or hereafter created
         with respect to (A) the copyrighted materials (including but not
         limited to software) owned by a member of the FNT Group and listed or
         described on Schedule 2(b) hereto or (B) materials that (1) are
         unregistered, (2) are not software or data processed by software in
         connection with the business of FNT Group, (3) FNF Group was using
         prior to the Effective Date and (4) do not have substantial commercial
         value (collectively, A and B are the "FNT Copyrights"), subject to the
         terms and conditions hereof.

(c)      Marks. (i) FNF hereby grants to FNT for the term of this Agreement a
         non-exclusive, worldwide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNF Group and listed on Schedule 2(c) hereto (the "FNF
         Marks"), terminable as provided below, by FNF (and with respect to
         sublicenses to the FNT Group, by FNT) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNF Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (ii) FNT hereby grants to FNF for the term of this Agreement, a
         non-exclusive, world-wide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNT Group and listed on Schedule 2(c) hereto (the "FNT
         Marks"), terminable as provided below, by FNT (and with respect to
         sublicenses to the FNF Group, by FNF) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNT Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (iii) Each license and each sublicense of a Mark shall be separately
         terminable on the following conditions:

                  Each Licensee Party or sublicensee of a Mark hereunder shall
                  observe the following quality control standards and
                  procedures:

                  A)       Licensee Party shall assure that the nature and
                           quality of products and services that are marketed,
                           advertised, sold or serviced using Granting Party
                           Marks subject to this Agreement will meet or exceed
                           all applicable governmental and regulatory standards
                           and requirements and initially shall be of a high
                           quality consistent with the quality of the products
                           and services of the Licensee Party as provided by the
                           Licensee Party (or its sublicensees) prior to the
                           date hereof,

                                       4



                           and throughout the term hereof, recognizing that
                           Licensee Party's business shall change and that
                           regulatory standards and requirements may change from
                           time to time, its products and services shall
                           continue to be of a high quality commensurate with
                           industry standards and with then current regulatory
                           standards and requirements. Each party acknowledges
                           that the Licensee Party has maintained the products
                           and services offered under the Marks at a high
                           quality and enforced quality control standards
                           regarding the nature and quality of products and
                           services that are marketed, advertised, sold or
                           serviced using Granting Party's Marks prior to the
                           date hereof. Granting Party may from time to time
                           request, and Licensee Party agrees to reasonably
                           provide, samples of marketing materials,
                           advertisements, and other information regarding
                           Licensee Party's or sublicensee's products and
                           services which samples shall be used only for the
                           purpose of verifying Licensee Party's compliance with
                           quality control. The parties shall mutually agree
                           upon and comply with guidelines for reasonable usage
                           of the Marks.

                  B)       All goodwill arising from License Party's use, or use
                           by a sublicense, of Granting Party Marks shall inure
                           solely to the benefit of the Granting Party and
                           neither during, nor after, termination of this
                           Agreement shall a Licensee Party or any sublicensee
                           assert any claim to such goodwill. Additionally, each
                           such Licensee Party and sublicensee agrees not to
                           take any action that would be detrimental to the
                           goodwill associated with such Marks.

                  If a Granting Party of a Mark shall give written notice to a
                  Licensee Party of the Licensee Party's material failure (or
                  the material failure of any of its sublicensees) to maintain
                  or observe the requisite quality controls set forth above and
                  if, within sixty (60) days of Licensee Party's receipt of such
                  notice, (i) the failure has not been cured or (ii) a
                  reasonable plan of cure has not been presented by the Licensee
                  Party to the Granting Party and the Licensee Party (or
                  sublicensee) of the Mark in breach has not begun to implement
                  such plan, then the Granting Party may suspend all rights for
                  use of said Mark by the relevant Licensee Party or sublicensee
                  until such time as such failure is cured. If a plan of cure is
                  implemented and has not resulted in a cure within one (1) year
                  of notice of material failure, the license of such Mark to
                  such user shall terminate. If a license to a Licensee Party
                  sublicensee is so terminated, such Licensee Party may not
                  issue a new sublicense for a Mark to such sublicensee without
                  prior written consent of the Granting Party.

(d)      Patents. (i) FNT hereby grants to FNF an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell, offer for sale, and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from processes or
         inventions subject to patents owned by a member of the FNT Group and
         listed on Schedule 2(d) hereto (the "FNT Patents") subject to the terms
         and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell and

                                       5



         exploit any other rights of ownership now existing or hereafter created
         with respect to goods and services using or arising from processes
         subject to patents owned by a member of the FNF Group and listed on
         Schedule 2(d) hereto (the "FNF Patents") subject to the terms and
         conditions hereof.

(e)      Trade Secrets/Know-How. (i) FNT hereby grants to FNF an irrevocable,
         non-terminable (except as set forth herein), non-exclusive, worldwide,
         royalty-free license, to use, sublicense, make, create improvements of,
         market, sell and exploit any other rights of ownership now existing or
         hereafter created with respect to goods and services using or arising
         from know-how or trade secrets owned by a member of the FNT Group and
         used by a member of the FNF Group prior to the Effective Date (the "FNT
         Trade Secrets"), subject to the terms and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable (except as
         set forth herein), non-exclusive, worldwide, royalty-free license, to
         use, sublicense, make, create improvements of, market, sell and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from trade secrets or
         know-how owned by a member of the FNF Group and used by a member of the
         FNT Group prior to the Effective Date (the "FNF Trade Secrets"),
         subject to the terms and conditions hereof.

(f)      Intellectual Property. The Patents, Marks and Copyrights shall be
         collectively termed the "Intellectual Property" and the Intellectual
         Property owned by FNF or FNT shall be termed, respectively, the "FNF
         Intellectual Property" and the "FNT Intellectual Property."

(g)      Sublicense Limitations. Each grant hereunder is subject to the right of
         sublicense (without further consent from the Granting Party) in
         accordance with the following limitations:

         (i) Sublicenses may be granted hereunder by a Licensee Party solely to
         members of the Licensee Party Group, effective upon written notice to
         the Granting Party, which notice discloses the specific Intellectual
         Property or Trade Secret that has been sublicensed and the name and
         address of the sublicensee. A Licensee Party, who prior to the
         Effective Date, granted or whose members of the Licensee Party Group
         granted sublicenses of Intellectual Property outside of the Licensee
         Party Group to their respective end-user customers and/or resellers
         (which resellers are not Competitors of the Granting Party) as part of
         the normal conduct of their respective businesses or who can show that
         it or members of the Licensee Party Group were planning within the
         first year after the Effective Date to grant sublicenses of
         Intellectual Property to their respective end-user customers and/or
         resellers (which resellers are not Competitors of the Granting Party)
         as part of the normal conduct of their respective businesses (all such
         end-users and resellers are, collectively, the "Permitted
         Sublicensees"), may grant or permit sublicenses within the Licensee
         Party Group to grant further sublicenses of such Intellectual Property
         as had previously been so granted or as had been planned to be so
         granted within the first year after the Effective Date as part of such
         normal conduct of business to Permitted Sublicensees upon written
         notice to the Granting Party, which notice shall disclose the specific
         Intellectual Property that has been sublicensed and the name and
         address of the

                                       6



         Permitted Sublicensee. A Licensee Party shall not grant sublicenses,
         directly or indirectly, of the Intellectual Property of the Granting
         Party to a Competitor of the Granting Party; provided that the Licensee
         Party can grant a sublicense to a Competitor of a Granting Party for
         Copyrights or Patents of the Granting Party solely for the benefit of
         Licensee Party's internal business or the business of the members of
         the Licensee Party Group. In no event shall a Licensee Party grant
         sublicenses, directly or indirectly, of the Trade Secrets of the
         Granting Party to a Competitor of the Granting Party or otherwise
         provide access to the Trade Secrets of the Granting Party to a
         Competitor of the Granting Party.

         (ii) Except as otherwise set forth in Schedule 2(b), (c), or (d)
         hereto, which may be amended in accordance with Section 2(h), or as
         permitted by Section 2(g)(i), a Licensee Party may grant sublicenses to
         any Person who is not in the Licensee Party Group only upon prior
         written consent of the Granting Party. Except as otherwise set forth in
         Schedule 2(b), (c) or (d) hereto, which may be amended in accordance
         with Section 2(h), or as permitted by Section 2(g)(i), if a Licensee
         Party proposes to sublicense any Intellectual Property licensed to it
         hereunder to a Person outside its Group and who is a Permitted
         Sublicensee, the Granting Party shall consider such proposal in good
         faith and may approve same on such conditions as it deems appropriate
         in its reasonable business judgment.

         (iii) The Licensee Party agrees to impose, on each of its sublicensees,
         obligations to comply with the terms of this Agreement, including
         without limitation, obligations regarding confidentiality and the
         return and/or destruction of Trade Secrets and related documents and
         materials pursuant to Section 8 hereof and shall not permit any
         sublicensee to grant further sublicenses without the prior written
         approval of the Granting Party.

         (iv) Any sublicense of a Copyright or Patent shall include provisions
         to enable the sublicensee's compliance with Section 3(d) below.

         (v) A Licensee Party (A) shall be and remain liable to the Granting
         Party for each sublicensee of the Licensee Party and any breach of the
         terms of the applicable sublicense and this Agreement and (B) shall use
         its commercially reasonable best efforts to minimize any damage
         (current and prospective) done to the Granting Party as a result of any
         such breach.

         (vi) Any other limitations set forth in Schedule 2(b), (c) and (d)
         shall apply with respect to all sublicenses.

(h)      Schedule Changes. At any time prior to six months after the Change of
         Control of FNT, Schedules 2(b), (c) and (d) shall be amended from time
         to time, by one party giving written notice to the other, to add,
         modify or delete (i) any FNF Intellectual Property that is a Patent or
         Copyright (other than data and software with substantial commercial
         value) that any member of the FNT Group was using prior to becoming an
         FNT Subsidiary and which is necessary to the business of such member
         unless such addition would be prohibited by any enforceable obligation
         of FNF prior to the date hereof, in which event

                                       7



         the parties will take all commercially reasonable efforts to enable the
         addition, in each case with such addition having retroactive effect to
         the Effective Date, and (ii) any FNT Intellectual Property that is a
         Patent or Copyright (other than data and software with substantial
         commercial value) that any member of the FNF Group was using prior to
         the Effective Date which is necessary to the business of such member,
         unless such addition would be prohibited by any other enforceable
         obligation of FNT prior to the date hereof, in which event the parties
         will take all commercially reasonable efforts to enable the addition,
         in each case with such addition having retroactive effect to the
         Effective Date.

(i)      If, within one year from the Effective Date, a Party identifies a
         copyright, patent or mark owned by a member of the other Party's Group
         prior to the Effective Date and not scheduled hereunder which would
         otherwise qualify as Intellectual Property, but which such Party was
         not using before the Effective Date, which it (or a member of its
         Group) deems useful in its business, the Party which owns (or a member
         of whose Group owns) such item of intellectual property agrees to
         negotiate in good faith to arrive at reasonable commercial terms of a
         license but, for the avoidance of doubt, is not bound to conclude a
         license.

(j)      In the event of a conflict or inconsistency between the terms of this
         Agreement and any other Intercompany Agreement concerning or
         implicating the licensing of Patents, Copyrights or Trade Secrets, the
         terms of such Intercompany Agreement will govern. In the event of a
         conflict or inconsistency between the terms of this Agreement and any
         other Intercompany Agreement entered between a member of FNF Group and
         FNT Group as of or within six months following the Effective Date
         concerning the licensing of Marks, the terms of this Agreement will
         govern.

3.       COPIES; DERIVATIVE WORKS; IMPROVEMENTS

(a)      In addition to any copies of Intellectual Property that a Licensee
         Party or its sublicensee may make as otherwise permitted hereunder, a
         Licensee Party or its sublicensee may make such number of copies of
         Intellectual Property as reasonably deemed necessary by it for backup
         or disaster recovery. No Licensee Party shall remove, obscure or
         materially vary (or permit its sublicensee to remove, obscure or
         materially vary) any notice of copyright, trademark, patent or other
         intellectual property right from any Intellectual Property and/or
         copies made by a Licensee Party or its sublicensee, and each Licensee
         Party shall reproduce (or cause its sublicense to reproduce) on each
         whole or partial copy of Intellectual Property (and on containers or
         wrappers thereof) such notices as have been placed on such Intellectual
         Property by the entity owning such Intellectual Property (or
         otherwise). Copies of Intellectual Property shall be subject to the
         terms and conditions of this Agreement.

(b)      Except as expressly provided herein to the contrary, in no event shall
         a Licensee Party or its sublicensee create, register or use, as a
         trademark, any alteration or variation of any Granting Party Mark
         without the prior written approval of the Granting Party, not to be
         unreasonably withheld.

                                       8



(c)      Title to a derivative work created pursuant to the Master IT Services
         Agreement shall be determined solely pursuant to the Master IT Services
         Agreement and shall not be deemed a derivative work under this
         Agreement. Except pursuant to the foregoing, if a Licensee Party or its
         sublicensee of any Granting Party Copyright creates a derivative work
         of the work subject to such Granting Party Copyright, then the Licensee
         Party or its sublicensee shall be the owner of the derivative work (but
         not the owner of the underlying Granting Party Copyright).

(d)      Except to the extent set forth in the Master IT Services Agreement (in
         which case the Master IT Services Agreement shall be determinative), if
         a Licensee Party (or its sublicensee hereunder) of a Patent invents an
         improvement thereon, whether patented, patent pending or maintained as
         a trade secret, then such Licensee Party or its sublicensee shall be
         the owner of such improvement (but not the owner of the underlying
         Patent). However, each Party shall provide and assure (by appropriate
         terms in any sublicense) that patents which are improvements on any
         Patent licensed hereunder, having a filing date in any jurisdiction on
         or before the fifth anniversary of the Effective Date, shall not be
         asserted against either Party hereto or members of its Group. Such
         Licensee Party or its sublicensee, as the case may be, shall have no
         duty to prosecute a patent or patents on any such improvements, nor
         shall it have any claim for reimbursement from any Granting Party or
         Granting Party licensor for costs it may have incurred in investigating
         or pursuing patent protection for such improvement.

(e)      If FNT wishes to use a trademark or service mark containing the words
         "Fidelity" or "Fidelity National" (each, a "Fidelity Mark"), it may do
         so pursuant to the grant in Section 2(c) of this Agreement; provided
         that FNF has not filed an intent to use application on the FNT-proposed
         mark. If FNT wishes to register a Fidelity Mark, it shall request FNF,
         in writing, to prosecute and maintain such registration, in FNF's name,
         and FNT shall reimburse FNF for all reasonable out of pocket expenses
         incurred by FNF in connection therewith. FNF shall expeditiously
         prosecute such Fidelity Mark in FNF's name, provided that FNF has
         neither filed an intent to use registration on the proposed mark nor
         uses the proposed mark in commerce. To the extent that, in any
         jurisdiction outside the United States, FNT, as a licensee, may
         prosecute its own trademark or service mark application for any
         Fidelity Mark, it may do so upon written notice to FNF.

(f)      Subject to the limitations set forth in Section 3(b) above, to minimize
         dilution of the Fidelity Marks, if FNT elects to use a Fidelity Mark
         together with a logo similar to a house silhouetted against a
         cityscape, then FNT shall use such mark in a manner as similar to that
         in which FNF uses its comparable mark as possible including without
         limitation, the color scheme, type face and relative sizes.

4.       OWNERSHIP

(a)      For clarification purposes, all FNF Intellectual Property and any FNF
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNF, and the entities within the FNT Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.

                                       9



(b)      For clarification purposes, all FNT Intellectual Property and any FNT
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNT, and the entities within the FNF Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.

(c)      For clarification purposes, a Party may sell or otherwise encumber or
         cause to sell or be encumbered (i) the Intellectual Property that it or
         a member of its Group (FNF Group or FNT Group, as applicable) owns or
         (ii) any Trade Secret that it or a member of its Group (FNF Group or
         FNT Group, as applicable) owns; subject, however, to the licenses
         granted hereunder.

5.       DELIVERY

(a)      Upon the Effective Date, or as promptly as practicable thereafter, FNF
         shall deliver or cause to be delivered to FNT copies of the FNF
         Intellectual Property in such numbers and forms or formats as
         reasonably requested by FNT.

(b)      Upon the Effective Date, or as promptly as practicable thereafter, FNT
         shall deliver to FNF the FNT copies of the FNT Intellectual Property in
         such numbers and forms or formats as agreed by the Parties reasonably
         requested by FNF.

6.       ENFORCEMENT; INFRINGEMENT

(a)      Each Party will notify the other Party promptly of any acts of
         infringement or unfair competition with respect to Granting Party's
         Intellectual Property or Trade Secrets of which a Party or any
         sublicensee of that Party becomes aware or obtains actual knowledge
         alleging in writing that the Granting Party's Intellectual Property or
         Trade Secrets or its use infringes the rights of a third party or
         constitutes unfair competition. In such event, the Parties will
         cooperate and cause their applicable sublicensees to cooperate, at each
         Party's own expense, with the other Party to defend or prosecute the
         claim. All costs and expenses of defending or prosecuting any such
         action or proceeding, together with any recovery therefrom, will be
         borne by and accrue to the applicable Party or sublicensee that is
         party to the action or proceeding. FNF shall not initiate any
         litigation or proceeding with regard to infringement of or unfair
         competition with respect to the Fidelity Marks without the consent of
         FNT, which consent will not be unreasonably withheld.

(b)      Each of FNF and FNT, as the case may be, will enforce any applicable
         contract rights relating to breach of a sublicense issued pursuant
         hereto relating to the Intellectual Property rights or Trade Secrets of
         the other Party. In the event that either FNF or FNT commences a
         proceeding or any other form of action for such purposes, FNF or FNT,
         as applicable, will cause the entities within the FNT Group or the FNF
         Group, respectively, to reasonably cooperate, at their own expense,
         with such entity to prosecute such action or proceeding. All costs and
         expenses of any such action or proceeding, together with any recovery
         therefrom, will be borne by and accrue to the applicable entity within
         the proceeding Party.

                                       10



7.       LIMITATIONS

(a)      EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, ANY LICENSE GRANTED
         HEREUNDER IS "AS IS"; NEITHER PARTY (NOR ANY PERSON WITHIN THE FNF
         GROUP OR THE FNT GROUP), NOR ANY OF THEIR RESPECTIVE OFFICERS,
         DIRECTORS EMPLOYEES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY,
         EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, WITH RESPECT TO
         INTELLECTUAL PROPERTY, TRADE SECRETS OR THE LICENSES GRANTED OR MADE
         HEREUNDER, INCLUDING ANY REPRESENTATION AS TO: (i) A PARTY'S RIGHT TO
         GRANT LICENSES, (ii) THE SCOPE OF MARKS FOR ANY SPECIFIC GOODS OR
         SERVICES OR RIGHTS IN INTELLECTUAL PROPERTY OR TRADE SECRETS IN ANY
         SPECIFIC JURISDICTIONS, OR (iii) THE TITLE OF SUCH INTELLECTUAL
         PROPERTY OR TRADE SECRET OR ABSENCE OF ANY THIRD PARTY INFRINGEMENT OF
         SUCH INTELLECTUAL PROPERTY OR TRADE SECRET. NEITHER PARTY UNDERTAKES
         ANY COMMITMENT TO MAINTAIN OR DEFEND ITS INTELLECTUAL PROPERTY OR TRADE
         SECRET.

(b)      IN NO EVENT WILL EITHER PARTY HEREUNDER BE LIABLE TO THE OTHER PARTY
         HEREUNDER FOR DAMAGES IN THE FORM OF SPECIAL, INCIDENTAL, PUNITIVE,
         INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST
         SAVINGS, LOSS OF BUSINESS, DATA, GOODWILL OR OTHERWISE, WHETHER IN
         CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS
         AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED IN ADVANCE OF THE
         POSSIBILITY OF SUCH DAMAGES.

8.       CONFIDENTIALITY

(a)      Confidential Information. Each Party shall use, and shall cause its
         sublicensees to use, at least the same standard of care in the
         protection of Confidential Information of the other Party as it uses to
         protect its own confidential or proprietary information of a similar
         nature (provided that such Confidential Information shall be protected
         in at least a reasonable manner). For purposes of this Agreement,
         "Confidential Information" includes (1) all confidential or proprietary
         information and documentation of either Party, all reports, exhibits
         and other documentation, any financial information and (2) any FNT
         Trade Secrets and FNF Trade Secrets. Each Party shall use the
         Confidential Information of the other Party only in connection with the
         purposes of this Agreement, including resolution of any Disputes in
         accordance with Section 9, and shall make such Confidential Information
         available, and shall cause its sublicensees to make such Confidential
         Information available, only to their respective employees,
         subcontractors, or agents having a "need to know" with respect to such
         purpose. Each Party shall advise, and shall cause its sublicensees to
         advise, their respective employees, subcontractors, and agents of such
         Party's obligations under this Agreement. Except as otherwise required
         by the terms of this Agreement (including Section 10) or applicable law
         or national stock exchange rule, in the event of the expiration of this
         Agreement or termination of this Agreement for any reason all
         Confidential Information of a Party disclosed to, and all

                                       11



         copies thereof made by, the other Party or the other Party's
         sublicensees shall be returned to the disclosing Party or, at the
         disclosing Party's option, erased or destroyed. The Party receiving the
         Confidential Information (or its sublicensee that received the
         Confidential Information) shall provide to the disclosing Party
         certificates evidencing such destruction. The obligations in this
         Section 8(a) will not restrict disclosure by a Party or its sublicensee
         pursuant to applicable law, or by order or request of any court or
         government agency; provided that, prior to such disclosure the
         receiving Party or its sublicensee shall (i) immediately give notice to
         the disclosing Party and (ii) cooperate with the disclosing Party in
         challenging the right to such access and (iii) only provide such
         information as is required by law, such order or a final,
         non-appealable ruling of a court of proper jurisdiction or with the
         written consent of the disclosing Party. Confidential Information of a
         Party will not be afforded the protection of this Agreement if such
         Confidential Information was (A) developed by the other Party or its
         sublicensees independently as shown by its written business records
         regularly kept, (B) rightfully obtained by the other Party or its
         sublicensees without restriction from a third party, (C) publicly
         available other than through the fault or negligence of the other Party
         or its sublicensees, or (D) released by the disclosing Party without
         restriction to anyone.

(b)      Unauthorized Acts. Each Party shall and shall cause its sublicensees
         to: (1) notify the other Party promptly of any unauthorized possession,
         use, or knowledge of any Confidential Information of the other Party by
         any Person which shall become known to it, any attempt by any Person to
         gain possession of Confidential Information of the other Party without
         authorization or any attempt to use or acquire knowledge of any
         Confidential Information without authorization (collectively,
         "Unauthorized Access"), (2) promptly furnish to the other Party full
         details of the Unauthorized Access and use reasonable efforts to assist
         the other Party in investigating or preventing the reoccurrence of any
         Unauthorized Access, (3) cooperate with the other Party in any
         litigation and investigation against third parties deemed necessary by
         such Party to protect its proprietary rights, and (4) promptly take
         affirmative action to prevent a reoccurrence of any such Unauthorized
         Access.

9.       DISPUTE RESOLUTION

(a)      Amicable Resolution. The Parties mutually desire that friendly
         collaboration will continue between them. Accordingly, they will try to
         resolve in an amicable manner all disagreements and misunderstandings
         connected with their respective rights and obligations under this
         Agreement, including any amendments hereto. In furtherance thereof, in
         the event of any dispute or disagreement (a "Dispute") between the
         Parties in connection with this Agreement (including, without
         limitation, any use of a Granting Party's Intellectual Property or
         Trade Secret by the Licensee Party Group or the compliance of the
         Licensee Party Group with terms of Section 2(c)(iii)), then the
         Dispute, upon written request of either Party, will be referred for
         resolution to the General Counsels of the Parties, which General
         Counsels will have ten (10) days to resolve such Dispute.

(b)      Mediation. In the event any Dispute cannot be resolved in a friendly
         manner as set forth in Section 9(a), the Parties intend that such
         Dispute be resolved by mediation. If the

                                       12



         General Counsels of the Parties are unable to resolve the Dispute as
         contemplated by Section 9(a), either Party may demand mediation of the
         Dispute by written notice to the other in which case the two Parties
         will select a single mediator within ten (10) days after the demand.
         Neither Party may unreasonably withhold consent to the selection of the
         mediator. Each Party will bear its own costs of mediation but both
         Parties will share the costs of the mediator equally.

(c)      Arbitration. In the event that the Dispute is not resolved pursuant to
         Section 9(a) or through mediation pursuant to Section 9(b), the latter
         within thirty (30) days of the submission of the Dispute to mediation,
         either Party involved in the Dispute may submit the dispute to binding
         arbitration pursuant to this Section 9(c). All Disputes submitted to
         arbitration pursuant to this Section 9(c) shall be resolved in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association, unless the Parties involved mutually agree to
         utilize an alternate set of rules, in which event all references herein
         to the American Arbitration Association shall be deemed modified
         accordingly. Expedited rules shall apply regardless of the amount at
         issue. Arbitration proceedings hereunder may be initiated by either
         Party making a written request to the American Arbitration Association,
         together with any appropriate filing fee, at the office of the American
         Arbitration Association in Orlando, Florida. All arbitration
         proceedings shall be held in the city of Jacksonville, Florida in a
         location to be specified by the arbitrators (or any place agreed to by
         the Parties and the Arbitrator). The arbitration shall be by a single
         qualified arbitrator experienced in the matters at issue, such
         arbitrator to be mutually agreed upon by the Parties. If the Parties
         fail to agree on an arbitrator thirty (30) days after notice of
         commencement of arbitration, the American Arbitration Association
         shall, upon the request of any Party to the dispute or difference,
         appoint the arbitrator. Any order or determination of the arbitral
         tribunal shall be final and binding upon the Parties to the arbitration
         as to matters submitted and may be enforced by any Party to the Dispute
         in any court having jurisdiction over the subject matter or over any of
         the Parties. All costs and expenses incurred in connection with any
         such arbitration proceeding (including reasonable attorneys' fees)
         shall be borne by the Party incurring such costs. The use of any
         alternative dispute resolution procedures hereunder will not be
         construed under the doctrines of laches, waiver or estoppel to affect
         adversely the rights of either Party.

(d)      Non-Exclusive Remedy. FNF and FNT acknowledge and agree that money
         damages would not be a sufficient remedy for any breach of this
         Agreement by either Party or misuse of FNF Intellectual Property or FNF
         Trade Secret or FNT Intellectual Property or FNT Trade Secret within
         the FNF Group or the FNT Group, as the case may be, or the Confidential
         Information of FNF or FNT, as the case may be. Accordingly, nothing in
         this Section 9 will prevent either Party from immediately seeking
         injunctive or interim relief in the event (A) of any actual or
         threatened breach of any confidentiality provisions of this Agreement
         or (B) that the Dispute relates to, or involves a claim of, actual or
         threatened infringement of intellectual property. All actions for such
         injunctive or interim relief shall be brought in a court of competent
         jurisdiction in accordance with Section 11(f). Such remedy shall not be
         deemed to be the exclusive remedy for breach of this Agreement.

                                       13



(e)      Commencement of Dispute Resolution Procedure. Notwithstanding anything
         to the contrary in this Agreement, the Parties, but none of their
         respective Subsidiaries, are entitled to commence a dispute resolution
         procedure under this Agreement, whether pursuant to this Section 9 or
         otherwise, and each Party will cause its respective Subsidiaries not to
         commence any dispute resolution procedure other than through such Party
         as provided in this Section 9.

10.      TERM AND TERMINATION

(a)      Individual Terminations. This Agreement shall be construed as a
         separate and independent agreement for each and every Copyright, Mark
         or Patent provided for hereunder. Any termination of a license or
         sublicense for any particular Mark shall not terminate any licenses or
         sublicenses hereunder with regard to other Marks. Termination of a
         sublicense of a Mark shall not terminate sublicenses to other
         sublicensees or to other Marks.

(b)      Automatic Renewals of Marks Licenses; Termination for Sale. Subject to
         termination rights set forth in Section 2(c), the license of Marks
         hereunder shall continue for successive twenty (20) year terms,
         renewing automatically unless all of the Marks have been abandoned.
         Notwithstanding the foregoing, all licenses of Marks hereunder from FNF
         to FNT shall terminate automatically upon a Change of Control of FNT,
         subject to the transition period described in Section 10(e).

(c)      Termination as a result of Disaffiliation. If a member of a Licensee
         Party Group ceases to be a member of the Licensee Party Group, then all
         sublicenses from the Licensee Party to such member granted pursuant to
         the Licensee Party's rights under Section 2 shall terminate, subject to
         the transition period described in Section 10(e).

(d)      Termination for Insolvency. (i) In the event that either Party or, if
         applicable, the subsidiary of such Party to which a sublicense
         hereunder has been granted:

                  A)       shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due; or

                  B)       shall (1) apply for or consent to the appointment of,
                           or the taking of possession by, a receiver,
                           custodian, trustee, examiner or liquidator of itself
                           or of all or a substantial part of its property or
                           assets, (2) make a general assignment for the benefit
                           of its creditors, (3) commence a voluntary case under
                           the Bankruptcy Code, (4) file a petition seeking to
                           take advantage of any other law relating to
                           bankruptcy, insolvency, reorganization, liquidation,
                           dissolution, arrangement or winding-up, or
                           composition or readjustment of debts, (5) fail to
                           controvert in a timely and appropriate manner, or
                           acquiesce in writing to, any petition filed against
                           it in an involuntary case under the Bankruptcy Code
                           or (6) take any corporate, partnership or other
                           action for the purpose of effecting any of the
                           foregoing;

           then the other Party may, by giving notice thereof to such Party,
           exercise any termination right, and such termination shall become
           effective as of the date specified

                                       14



         in such termination notice; provided that where the conditions of this
         subsection 10(d)(i) are met only as to a subsidiary of such Party to
         which a sublicense hereunder has been granted, then the other Party's
         rights of termination are limited only to such subsidiary.

         (ii)     In the event that:

                  A)       a proceeding or case shall be commenced, without the
                           application or consent of a Party or, if applicable,
                           the subsidiary of such Party to which a sublicense
                           hereunder has been granted, in any court of competent
                           jurisdiction, seeking (i) its reorganization,
                           liquidation, dissolution, arrangement or winding-up,
                           or the composition or readjustment of its debts under
                           the Bankruptcy Code, (ii) the appointment of a
                           receiver, custodian, trustee, examiner, liquidator or
                           the like of such Party, or, if applicable, of such
                           subsidiary, or of all or any substantial part of its
                           property or assets under the Bankruptcy Code or (iii)
                           similar relief in respect of such Party or, if
                           applicable, such subsidiary under any law relating to
                           bankruptcy, insolvency, reorganization, winding-up,
                           or composition or adjustment of debts, and such
                           proceeding or case shall continue undismissed, or an
                           order, judgment or decree approving or ordering any
                           of the foregoing shall be entered and continue
                           unstayed and in effect, for a period of sixty (60)
                           days or more days; or

                  B)       an order for relief against such Party shall be
                           entered in an involuntary case under the Bankruptcy
                           Code, which shall continue in effect for a period
                           of sixty (60) days or more;

         then the other Party may, by giving notice thereof to such Party,
         exercise any termination right, and such termination shall become
         effective as of the date specified in such termination notice; provided
         that where the conditions of this subsection 10(d)(ii) are met only as
         to a subsidiary of such Party to which a sublicense hereunder has been
         granted, then the other Party's rights of termination are limited only
         to such subsidiary.

(e)      Events on Termination.

         (i) Upon any termination or expiration of any licenses or sublicenses
         for Marks granted under this Agreement: (A) where FNF is the Granting
         Party, FNT shall, and shall cause its applicable sublicensees to,
         promptly cease all use of the applicable Marks; provided that in the
         event of such termination by reason of a Change in Control pursuant to
         Section 10(b), FNF shall provide written notice to FNT of the
         termination of all licenses and sublicenses of Marks hereunder, with
         such termination to be effective at the end of a transition period of
         one (1) year from the date of such notice, and upon such termination,
         FNT shall have ceased and shall have caused its sublicensees to cease,
         all use of the applicable Marks; and (B) where FNT is the Granting
         Party, FNF shall, and shall cause its applicable sublicensees, to
         promptly cease, all use of the applicable Marks.

         (ii) The termination of licenses and sublicenses of Patents and
         Copyrights pursuant to Section 10(c) shall be effective at the end of a
         transition period of one (1) year from the

                                       15



         date that the former member of a Licensee Party Group ceased to be a
         member of the Licensee Party Group, and upon such termination, the
         Licensee Party shall have caused the former member of the Licensee
         Party Group to cease all use of the Patents and Copyrights.

(f)      Abandonment. If FNF or a transferee intends to abandon all use of all
         marks containing the word "Fidelity," then FNF or such transferee shall
         provide written notice to FNT of its intention to abandon such marks
         simultaneously with its providing of a similar written notice to
         Fidelity National Information Services, Inc. ("FIS") pursuant to the
         terms of that certain Intellectual Property Cross License Agreement
         dated as of March 4, 2005 (the "FIS Cross License"), whereupon, subject
         to the superseding rights of FIS under the FIS Cross License, FNT will
         have a right to make an offer for the assignment of such marks and FNF
         will negotiate in good faith, solely with FNT, for the subsequent
         thirty (30) days, to conclude a mutually satisfactory transaction with
         respect to such assignment. If, at any time after providing such notice
         of its intention to abandon such marks, FNF or a transferee proposes to
         assign such marks, or any significant subset thereof, to a Person not
         affiliated with FNF or such transferee, FNT shall be extended a right
         of first refusal to acquire any transferable rights that FNF may have
         in such marks, which right shall be for a thirty (30) day period from
         the date of receipt of written notice of such proposal to assign such
         marks. If prior to expiration of the 30 day period, FNT has not
         provided written notice to FNF of its agreement to exercise such right,
         FNF or a transferee may offer or assign such Marks to any other Person.

(g)      Termination of Trade Secret Licenses.

         (i) If, upon a Change of Control of FNT, FNF reasonably believes that
         any FNF Trade Secrets primarily related to the business of FNF may
         become available to a Competitor of FNF, FNF may withdraw from the
         license granted hereunder such FNF Trade Secrets upon a reasonable
         transition period for FNT to develop or acquire replacement know-how or
         trade secrets, provided that FNF compensates FNT in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

         (ii) If, upon a Change of Control of FNT, FNT reasonably believes that
         any FNT Trade Secrets primarily related to the business of FNT may
         become available to a Competitor of FNT, FNT may withdraw from the
         license granted hereunder such FNT Trade Secrets upon a reasonable
         transition period for FNF to develop or acquire replacement know-how or
         trade secrets, provided that FNT compensates FNF in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

(h)      Survival. The terms of the last sentence of 2(g)(i) and all of Sections
         4, 7, 8, 9, 10(e), 10(g), 10(h) and 11 shall survive termination of
         this Agreement or any licenses or sublicenses granted hereunder.

11.       MISCELLANEOUS PROVISIONS

(a)      Relationship of the Parties. It is expressly understood and agreed that
         FNF and FNT are not partners or joint venturers, and nothing contained
         herein is intended to create an

                                       16



         agency relationship or a partnership or joint venture with respect to
         rights granted herein. With respect to this Agreement, neither Party is
         an agent of the other and neither Party has any authority to represent
         or bind the other Party as to any matters, except as authorized herein
         or in writing by such other Party from time to time.

(b)      Employees. As between the Parties, each Party shall be responsible for
         payment of compensation to its employees those of its subsidiaries, for
         any injury to them in the course of their employment, and for
         withholding or payment of all federal, state and local taxes or
         contributions imposed or required under unemployment insurance, social
         security and income tax laws with respect to such persons.

(c)      Assignment. Neither Party may assign, transfer or convey any right,
         obligation or duty, under this Agreement (other than those rights as
         between the Parties explicitly set forth herein) without the prior
         written consent of the other Party.

(d)      Severability. In the event that any one or more of the provisions
         contained herein shall for any reason be held to be unenforceable in
         any respect under law, such unenforceability shall not affect any other
         provision of this Agreement, and this Agreement shall be construed as
         if such unenforceable provision or provisions had never been contained
         herein.

(e)      Third Party Beneficiaries. Subject to the final sentence of Section
         11(j), the provisions of this Agreement are for the benefit of the
         Parties and their affiliates and not for any other Person. However,
         subject to the final sentence of Section 11(j), should any third party
         institute proceedings, this Agreement shall not provide any such Person
         with any remedy, claim, liability, reimbursement, cause of action, or
         other right.

(f)      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without giving effect
         to such State's laws and principles regarding the conflict of laws.
         Subject to Section 9, if any Dispute arises out of or in connection
         with this Agreement, except as expressly contemplated by another
         provision of this Agreement, the Parties irrevocably (a) consent and
         submit to the exclusive jurisdiction of federal and state courts
         located in Jacksonville, Florida, (b) waive any objection to that
         choice of forum based on venue or to the effect that the forum is not
         convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
         RIGHT TO TRIAL OR ADJUDICATION BY JURY.

(g)      Executed in Counterparts. This Agreement may be executed in
         counterparts, each of which shall be an original, but such counterparts
         shall together constitute but one and the same document. The Parties
         may elect to rely upon facsimile signatures but shall promptly, at the
         request of either Party at any time prior to the first anniversary
         hereof, distribute to the other pages bearing holographic signatures in
         all respects identical to those distributed by facsimile.

(h)      Construction. The headings and numbering of articles, sections and
         paragraphs in this Agreement are for convenience only and shall not be
         construed to define or limit any of the terms or affect the scope,
         meaning, or interpretation of this Agreement or the

                                       17



         particular Article or Section to which they relate. This Agreement and
         the provisions contained herein shall not be construed or interpreted
         for or against any Party because that Party drafted or caused its legal
         representative to draft any of its provisions. The Exhibits and the
         Schedules to this Agreement that are specifically referred to herein
         are a part of this Agreement as if fully set forth herein. All
         references herein to Articles, Sections, subsections, paragraphs,
         subparagraphs, clauses, Exhibits and Schedules shall be deemed
         references to such parts of this Agreement, unless the context shall
         otherwise require. The inclusion of a matter or item in any Schedule to
         this Agreement shall not, for any purpose of this Agreement, be deemed
         to be the inclusion of such matter or item on any other Schedule to
         this Agreement.

(i)      Entire Agreement. Subject to Section 2(j), this Agreement, including
         all attachments, constitutes the entire Agreement between the Parties
         with respect to the subject matter hereof, and supersedes all prior
         oral or written agreements, representations, statements, negotiations,
         understandings, proposals and undertakings, with respect to the subject
         matter hereof including any earlier license of item(s) of Intellectual
         Property and Trade Secrets by and between a member of the FNF Group and
         a member of the FNT Group.

(j)      Amendments and Waivers. The Parties may amend this Agreement only by a
         written agreement signed by each Party and that identifies itself as an
         amendment to this Agreement. No waiver of any provisions of this
         Agreement and no consent to any default under this Agreement shall be
         effective unless the same shall be in writing and signed by or on
         behalf of the Party against whom such waiver or consent is claimed. No
         course of dealing or failure of any Party to strictly enforce any term,
         right or condition of this Agreement shall be construed as a waiver of
         such term, right or condition. Waiver by either Party of any default by
         the other Party shall not be deemed a waiver of any other default.

(k)      Remedies Cumulative. Unless otherwise provided for under this
         Agreement, all rights of termination or cancellation, or other remedies
         set forth in this Agreement, are cumulative and are not intended to be
         exclusive of other remedies to which the injured Party may be entitled
         by law or equity in case of any breach or threatened breach by the
         other Party of any provision in this Agreement. Unless otherwise
         provided for under this Agreement, use of one or more remedies shall
         not bar use of any other remedy for the purpose of enforcing any
         provision of this Agreement.

(l)      Title 11. The licenses to Intellectual Property granted hereunder are,
         for all purposes of Section 365(n) of Title 11 of the United States
         Code ("Title 11 ") and to the fullest extent permitted by law, licenses
         of rights to "intellectual property" as defined in Title 11. All
         Parties agree that the licensee of any rights under this Agreement
         shall retain and may fully exercise all of its applicable rights and
         elections under Title 11.

                                       18




(m)      UN Convention Disclaimed. The United Nations Convention on Contracts
         for the International Sale of Goods is specifically excluded from
         application to this Agreement.

         IN WITNESS WHEREOF, the Parties have executed this Assignment as of the
date first above written.



                                   FIDELITY NATIONAL FINANCIAL, INC.


                                   By       /s/ Todd C. Johnson
                                     -------------------------------------
                                            Todd C. Johnson
                                            Senior Vice President


                                   FIDELITY NATIONAL TITLE GROUP, INC.


                                   By       /s/ Raymond R. Quirk
                                     -------------------------------------
                                            Raymond R. Quirk
                                            Chief Executive Officer

                                       19

                                                                    Exhibit 10.8

                                    SUBLEASE

         This Sublease ("Sublease") effective as of September 27, 2005, by and
between FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation
("Sublandlord"), and FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("Subtenant"), with regard to the following recitals:

                                R E C I T A L S :

         A. Pursuant to that certain Assignment and Assumption Agreement dated
as of August 1st, 2005, Sublandlord assumed the rights and obligations of
Subtenant, as tenant, under that certain Lease Agreement dated as of January 1,
2005 (the "Initial Lease") with Fidelity Information Services, Inc., an Arkansas
corporation ("Master Landlord"), for 121,076 rentable square feet of office
space located on the ground floor, 4th, 10th, 11th, and 12th floors of the
13-story office building located at 601 Riverside Avenue, Jacksonville, Florida,
and 281 rentable square feet of space in the building designated as Building 2
located at 601 Riverside Avenue, Jacksonville, Florida (the "Premises"). The
assumed and assigned obligations under the Initial Lease have been novated
pursuant to a Lease Agreement of even date herewith (the "Master Lease") between
the Master Landlord and Sublandlord, a copy of which is attached hereto as
Exhibit A and incorporated herein by this reference.

         B. Subtenant desires to sublease from Sublandlord a portion of the
Premises consisting of approximately 7,000 rentable square feet of space located
on the 12th floor (which portion shall be hereafter referred to as the
"Subleased Premises" and depicted on Exhibit B attached hereto, and incorporated
herein by this reference).

         C. Sublandlord has agreed to sublease the Subleased Premises to
Subtenant upon the terms, covenants and conditions herein set forth.

                               A G R E E M E N T :

         In consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. Sublease. The foregoing recitals are incorporated herein by this
reference. Sublandlord hereby subleases and demises to Subtenant and Subtenant
hereby hires and takes from Sublandlord the Subleased Premises, subject to the
terms, covenants and conditions contained in this Sublease.

         2. Term. The term of the Sublease ("Sublease Term") shall commence on
the date hereof (the "Commencement Date") and shall end on the date of the
expiration of the initial term of the Master Lease, namely December 31, 2007,
unless sooner terminated as otherwise provided herein.

         3. Base Rent. Upon execution of this Sublease, and effective on the
Commencement Date, Subtenant shall pay monthly Base Rent for the Subleased
Premises of $161,350, which is the same base rental rate of $23.05 per rentable
square foot as set forth in the Master Lease.

                                       1

         4. Additional Rent. Subtenant acknowledges and understands that
pursuant to the terms of the Master Lease, Sublandlord is obligated to pay as
tenant thereunder certain other costs and expenses which are considered
Additional Rent. Subtenant agrees that in addition to the Base Rent due as set
forth above, Subtenant shall also pay to Sublandlord, as Additional Rent,
Subtenant's Share (as defined below and without any mark-up or additional cost
imposed by Sublandlord) of the additional costs and expenses payable by the
Sublandlord pursuant to the terms of the Master Lease, as well as all other
expenses attributable to Subtenant and/or the Subleased Premises. Subtenant's
Share is approximately 5.78%, which has been determined by dividing the rentable
square feet of the Subleased Premises by the rentable square feet of the
Premises.

         5. Security Deposit. Subtenant shall not be required to provide a
security deposit.

         6. Use. Subtenant covenants and agrees to use the Subleased Premises in
accordance with the provisions of the Master Lease and for no other purpose
except in accordance with the terms and conditions of the Master Lease and this
Sublease.

         7. Parking. Throughout the Sublease Term, Sublandlord shall provide
Subtenant with parking allocated to Sublandlord as tenant under the Master Lease
at the prevailing rates.

         8. Installation of a Satellite Dish. Subject to Master Landlord's
consent and compliance with the terms of the Master Lease, Subtenant shall be
permitted to install a satellite dish for Subtenant's use only, on the roof of
the Building.

         9. Additional Tenant Improvements to Subleased Premises. Throughout the
Sublease Term, Subtenant shall have the right at its sole expense, to construct
additional tenant improvements ("Additional Tenant Improvements") in the
Subleased Premises. All such Additional Tenant Improvements (including timing,
design, finish, grade, etc.,) shall be subject to Master Landlord and
Sublandlord's prior written approval, which approval shall not be unreasonably
withheld.

         10. Master Lease. As applied to this Sublease, the words "Landlord" and
"Tenant" as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided herein, and without
limitation, all of the sections of the Master Lease insofar as they relate to
the Subleased Premises and insofar as they are not inconsistent with the terms
of this Sublease are made a part of and incorporated into this Sublease as if
recited herein in full, and the rights and obligations of the Landlord and the
Tenant under such sections of the Master Lease shall be deemed the rights and
obligations of Sublandlord and Subtenant respectively hereunder and shall be
binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
Subtenant further covenants and warrants that in addition to the specific
sections of the Master Lease referenced above (1) it fully understands and
agrees to be subject to, and bound by all other covenants, agreements, terms,
provisions, and conditions of the Master Lease to the extent they apply to the
Subleased Premises; and (2) that Subtenant shall fully perform all of
Sublandlord's obligations under the Master Lease to the extent they apply to the
Subleased Premises. Furthermore, Subtenant and Sublandlord further covenant not
to take any action or do or perform

                                       2

any act or fail to perform any act which would result in the failure or breach
of any of the covenants, agreements, terms, provisions or conditions of the
Master Lease on the part of the Tenant thereunder. As between the parties hereto
only, in the event of a conflict between the terms of the Master Lease and the
terms of this Sublease, the terms of this Sublease shall control.

         11. Master Landlord's Performance Under Master Lease. Subtenant
recognizes that Sublandlord is not in a position to render any of the services
or to perform any of the obligations required of the Master Landlord by the
terms of the Master Lease. Therefore, notwithstanding anything to the contrary
contained in this Sublease, Subtenant agrees that performance by Sublandlord of
its obligations hereunder are conditional upon due performance by Master
Landlord of its corresponding obligations under the Master Lease, Sublandlord
shall have no obligation to perform Master Landlord's obligations under the
Master Lease, and Sublandlord shall not be liable to Subtenant for any default
of Master Landlord under the Master Lease. Subtenant shall not have any claim
against Sublandlord by reason of the Master Landlord's failure or refusal to
comply with any of the provisions of the Master Lease unless such failure or
refusal is a result of Sublandlord's breach of the Master Lease. The Sublease
shall remain in full force and effect notwithstanding Master Landlord's failure
or refusal to comply with any such provisions of the Master Lease and Subtenant
shall pay the Base Rent and Additional Rent and all other charges provided for
herein without any abatement, deduction or setoff whatsoever.

                  11.1 Whenever the consent of Master Landlord shall be required
by, or Master Landlord shall fail to perform its obligations under the Master
Lease, Sublandlord agrees to use commercially reasonable efforts to obtain, at
Subtenant's sole cost and expense, such consent and/or performance on behalf of
Subtenant.

                  11.2 To its actual knowledge, Sublandlord represents and
warrants to Subtenant that the Master Lease is in full force and effect, and
Sublandlord has neither given nor received a notice of default pursuant to the
Master Lease.

                  11.3 Sublandlord agrees not to terminate the Master Lease
voluntarily, or modify the Master Lease in a manner that materially and
adversely affects Subtenant's rights under this Sublease. Sublandlord further
agrees to take all reasonable measures to cause the Master Lease to remain in
full force and effect with respect to the Subleased Premises so as to provide
Subtenant with the quiet and peaceable enjoyment of the Subleased Premises.
Sublandlord further agrees to indemnify Subtenant from and against loss or
damage suffered by Subtenant as result of Sublandlord's failure to perform the
obligations of this Section. Subtenant shall refrain from any act or omission
that would result in the failure or breach of any of the covenants, provisions
or conditions of the Master Lease on the part of the Tenant under the Master
Lease.

                  11.4 In the event of a default by the Master Landlord under
the Master Lease during the term of the Sublease which materially and adversely
affects Subtenant's rights under the Sublease, Sublandlord shall elect to
either: (1) pursue its claims against Master Landlord, if any, in a timely and
reasonable manner; or (2) assign its claims against Master Landlord, if any, to
Subtenant, who may then pursue such claims at its sole expense. In either event,
the party pursuing such claims shall consult with and keep the other fully
informed during the prosecution of the claims.

                                       3

         12. Variations from Master Lease. The following covenants, agreements,
terms, provisions and conditions of the Master Lease are hereby modified or not
incorporated herein:

                  12.1 The amount of Base Rent and Additional Rent payable under
this Sublease shall be as set forth herein.

                  12.2 Any options of Sublandlord as tenant under the Master
Lease to extend the term set forth therein shall not be extended to Subtenant
under this Sublease.

                  12.3 The parties hereto represent and warrant to each other
that neither party dealt with any broker or finder in connection with the
consummation of this Sublease and each party agrees to protect, defend,
indemnify, hold and save the other party harmless from and against any and all
claims or liabilities for brokerage commissions or finder's fees arising out of
either of their acts in connection with this Sublease to anyone other than the
Brokers. The provisions of this Section shall survive the expiration or earlier
termination of this Sublease.

                  12.4 Notwithstanding anything contained in the Master Lease to
the contrary, as between Sublandlord and Subtenant only, all insurance proceeds
or condemnation awards received by Sublandlord under the Master Lease or
otherwise, shall be deemed to be the property of Sublandlord, and Sublandlord
shall have no obligation to rebuild or restore the Subleased Premises.

                  12.5 All written notices, requests, demands and other
communications provided for hereunder shall be in writing; shall be delivered or
communicated personally or by first class letter, overnight delivery service or
facsimile transmission confirmed (provided a successful transmission report has
been received by the sender); and shall be mailed or delivered to the applicable
party at the address indicated below next to their name or at such other address
as shall be designated by such party in a written notice delivered in accordance
with this Section. All notices mailed shall be deemed received as of (i) receipt
or refusal in the event of delivery, or (ii) within two (2) business days after
deposit into the U. S. mail.

                     If to Master Landlord:  Fidelity Information Services, Inc.
                                             601 Riverside Avenue
                                             Jacksonville, Florida 32204
                                             Attn: Fred Parvey, Vice President
                                             Telephone:  904-854-8100

                     If to Sublandlord:      Fidelity National Title Group, Inc.
                                             601 Riverside Avenue
                                             Jacksonville, Florida 32204
                                             Attn: Ed Dewey, Vice President
                                             Telephone:  904-854-8100

                                       4

                     If to Subtenant:        Fidelity National Financial, Inc.
                                             c/o Orion Realty Group
                                             601 Riverside Avenue,
                                             Jacksonville, Florida 32204
                                             Attn: Sam Kitamura, President
                                             Phone: 904-854-8100

                  12.6 Condition of Subleased Premises. Sublandlord shall
deliver the Premises in "as is" condition and in accordance with the applicable
possession dates as set forth in Section 3.

                  12.7 Termination of Master Lease by Sublandlord. Throughout
the term of the Sublease, Sublandlord agrees not to exercise its rights under
the Master Lease, now existing or hereafter acquired, to terminate the Master
Lease with respect to any portion of the Subleased Premises.

         13. Indemnification by Subtenant. Subtenant hereby agrees to protect,
defend, indemnify and hold Sublandlord harmless from and against any and all
liabilities, claims, expenses, losses and damages, including, without
limitation, reasonable attorneys' fees, costs and disbursements, that may at any
time be asserted against Sublandlord by Master Landlord for failure of Subtenant
to perform any of the covenants, agreements, terms, provisions or conditions
contained in the Master Lease or Sublease that Subtenant is obligated to
perform, and as a result of Subtenant's and/or any persons use and/or occupancy
of the Subleased Premises, except to the extent any of the foregoing is caused
by the negligence or willful misconduct of Sublandlord or the breach of the
Sublease by Sublandlord. The provisions of this Section shall survive the
expiration or earlier termination of the Master Lease and/or this Sublease.

         14. Indemnification by Sublandlord. Sublandlord hereby agrees to
protect, defend, indemnify and hold Subtenant harmless from and against any and
all liabilities, claims, expenses, losses and damages, including, without
limitation, reasonable attorneys' fees, costs and disbursements, that may at any
time be asserted against Subtenant by Master Landlord for failure of Sublandlord
to perform any of the covenants, agreements, terms, provisions or conditions
contained in the Master Lease or Sublease that Sublandlord is obligated to
perform, and as a result of Sublandlord's and/or any persons use and/or
occupancy of the Subleased Premises, except to the extent any of the foregoing
is caused by the negligence or willful misconduct of Subtenant or the breach of
the Sublease by Subtenant. The provisions of this Section shall survive the
expiration or earlier termination of the Master Lease and/or this Sublease.

         15. Cancellation of Master Lease. In the event of the cancellation or
termination of the Master Lease for any reason whatsoever or due to the
involuntary surrender of the Master Lease by operation of law prior to the
expiration date of this Sublease, Subtenant agrees, at the sole option of Master
Landlord, to make full and complete attornment to Master Landlord under the
Master Lease for the balance of the Sublease Term upon the then executory terms
of this Sublease, provided Master Landlord agrees in writing not to disturb the
possession of the Subleased Premises by Subtenant or the rights of Subtenant
under this Sublease so long as Subtenant is not in material default (subject to
applicable notice and cure rights in favor of Subtenant) in the performance of
its obligations thereunder. Such attornment shall be evidenced

                                       5

by an agreement in form and substance reasonably satisfactory to Master
Landlord. Subtenant agrees to execute and deliver such an agreement at any time
within ten (10) business days after request by Master Landlord. Subtenant waives
the provisions of any law now or hereafter in effect that may provide Subtenant
any right to terminate this Sublease or to surrender possession of the Subleased
Premises in the event any proceeding is brought by Master Landlord under the
Master Lease to terminate the Master Lease. Notwithstanding anything to the
contrary contained herein, if the Master Lease is cancelled through no fault of
Subtenant and Subtenant is not then in default under the terms of this Sublease,
Master Landlord shall provide Subtenant a minimum ninety (90) days notice before
requiring Subtenant to surrender the Subleased Premises ("Permissive Holdover
Period"). During the Permissive Holdover Period (which may be more or less than
ninety (90) days as determined by mutual agreement of Subtenant and Landlord),
Subtenant shall pay rent for the Subleased Premises in accordance with either
the amount set forth in the Sublease or the amount set forth in the Master Lease
(i.e., the amount which Sublandlord is responsible for), whichever is greater,
and perform all obligations required under the Sublease directly to Master
Landlord.

         16. Subordination and Non-Disturbance. This Sublease shall be
subordinate and subject to all mortgages, deeds of trust on the Premises,
whether recorded before or after this Sublease. To the best of Sublandlord's
knowledge, the Premises are not currently encumbered by a mortgage lien. In the
event that the Premises are hereafter encumbered by a mortgage lien, and
provided Subtenant is not in default, and subject to the Master Lease and Master
Landlord's consent to this Sublease, Sublandlord shall obtain a customary
non-disturbance agreement from each mortgagee and or beneficiary, as the case
may be prior to agreeing to subordinate its interest in the Premises.

         17. Certificates. Each party to this Sublease shall, from time to time
as requested by the other party, on not less than fifteen (15) business days'
prior written notice, execute, acknowledge and deliver to the other party a
statement in writing ("Estoppel Certificate") certifying that this Sublease is
unmodified and in full force and effect (or if there have been modifications
that this Sublease is in full force and effect as modified and stating the
modifications). The Estoppel Certificate shall certify the dates to which Base
Rent, Additional Rent and any other charges have been paid. The Estoppel
Certificate shall also state whether, to the knowledge of the person signing the
Estoppel Certificate, the other party is in default beyond any applicable grace
period provided in this Sublease in the performance of any of its obligations
under this Sublease. If the other party is in default beyond any applicable
grace period, the Estoppel Certificate shall specify each default of which the
signer then has knowledge. It is intended that the Estoppel Certificate shall be
reasonably acceptable to the recipient and that it may be relied on by others
with whom the party requesting the Estoppel Certificate may be dealing. Unless
requested by the Master Landlord, neither party shall be required to deliver
more than two Estoppel Certificates in any calendar year.

         18. Assignment or Subleasing. All assignments or subleases shall
require the prior written consent of the Sublandlord and the Master Landlord,
which consent shall not be unreasonably withheld, unless the assignment of
sublease is a "Permitted Transfer" as set forth in the Master Lease.

                                       6

         19. Quiet Enjoyment. The Sublandlord covenants and agrees that
Subtenant, on paying the Base Rent, Additional Rent, charges, payments and all
other obligations herein required, and, on keeping, observing and performing all
other terms, covenants, conditions, provisions and agreements herein contained
on the part of Subtenant to be kept, observed and performed, shall, during the
Sublease Term, peaceably and quietly have, hold and enjoy the Subleased Premises
subject however to: (a) the terms and conditions of the Master Lease, (b) the
terms and conditions of the Master Landlord's Consent; (c) all other terms and
conditions of the Sublease; and (d) all mortgages, deeds of trust, liens, ground
leases, agreements, and/or all other encumbrances to which this Sublease is now
currently, or subsequently becomes subordinate to.

         20. Severability. If any term or provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
or provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.

         21. Entire Agreement; Waiver. This Sublease constitutes the final,
complete and exclusive statement between the parties to this Sublease pertaining
to the Subleased Premises, supersedes all prior and contemporaneous
understandings or agreements of the parties, and is binding on and inures to the
benefit of their respective heirs, representatives, successors, and assigns. No
party has been induced to enter into this Sublease by, nor is any party relying
on, any representation or warranty outside those expressly set forth in this
Sublease. Any agreement made after the date of this Sublease is ineffective to
modify, waive, release, terminate or effect an abandonment of this Sublease, in
whole or in part, unless that agreement is in writing, is signed by the parties
to this Sublease, and specifically states that such agreement modifies this
Sublease.

         22. Captions and Definitions. Captions to the Sections in this Sublease
are included for convenience only and are not intended and shall not be deemed
to modify or explain any of the terms of this Sublease.

         23. Further Assurances. The parties hereto agree that each of them,
upon the request of the other party, shall execute and deliver, in recordable
form if necessary, such further documents, instruments or agreements and shall
take such further action that may be reasonably necessary or appropriate to
effectuate the purposes of this Sublease.

         24. Governing Law. This Sublease was made in and is to be performed
entirely within the State of Florida and its interpretation, its construction
and the remedies for its enforcement or breach are to be applied pursuant to,
and in accordance with the laws of the State of Florida for contracts made and
to be performed therein.

         25. Authority. Each individual executing this Sublease represents that
he or she is duly authorized to execute and deliver this Sublease on behalf of
the party for which he or she is signing, and that this Sublease is binding upon
the party for which he or she is signing in accordance with its terms.

                                       7

         26. Attorneys' Fees. If any dispute, action, lawsuit or proceeding
relating to this Sublease, or any default thereunder, whether or not any action,
lawsuit or proceeding is commenced, the non-prevailing party shall reimburse the
prevailing party for its attorneys' fees and costs and all fees, costs and
expenses incurred in connection with such dispute, action, lawsuit or
proceeding, including, without limitation, any post-judgment fees, costs or
expenses incurred on any appeal, in collection of any judgment or in appearing
in any bankruptcy proceeding.

         27. Counterparts. This Sublease may be executed in facsimile and in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.

                                    SUBLANDLORD:

                                    FIDELITY NATIONAL TITLE GROUP, INC.
                                    a Delaware corporation

                                    By  /s/ Raymond R. Quirk
                                      ---------------------------------------
                                        Raymond R. Quirk
                                        Chief Executive Officer



                                    SUBTENANT:

                                    FIDELITY NATIONAL FINANCIAL, INC.
                                    a Delaware corporation

                                    By  /s/ Todd C. Johnson
                                      ---------------------------------------
                                        Todd C. Johnson
                                        Senior Vice President

                                       8

                                   EXHIBIT "A"

                                  MASTER LEASE

                                   [ATTACHED]

                                       A-1

                                   EXHIBIT "B"

                         DEPICTION OF SUBLEASED PREMISES

                                   [ATTACHED]

                                       B-1

                                                                    Exhibit 10.9

                ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT


            This ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this
"Agreement"), dated as of September 27, 2005 by and between FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation ("FNF"), and FIDELITY NATIONAL TITLE
GROUP, INC., a Delaware corporation ("FNT").

            WHEREAS, in connection with its business operations, FNF has
heretofore entered into (i) that certain CORPORATE SERVICES AGREEMENT dated as
of March 4, 2005 (the "CSA") with Fidelity National Information Services, Inc.,
a Delaware corporation ("FIS"), (ii) that certain REVERSE CORPORATE SERVICES
AGREEMENT dated as of March 4, 2005 (the "RCSA") with FIS, (iii) that certain
MASTER SERVICES AGREEMENT dated as of January 1, 2005 (the "MSA") with Fidelity
Information Services, Inc., an Arkansas corporation and a wholly-owned
subsidiary of FIS, (iv) that certain BACK PLANT REPOSITORY ACCESS AGREEMENT
dated March 4, 2005 (the "BPA") with FIS, (v) that certain FNF STARTERS
REPOSITORY ACCESS AGREEMENT dated March 4, 2005 (the "SRA") with FIS, (vi) that
certain LICENSE AND SERVICES AGREEMENT dated as of March 4, 2005 (the "LSA")
with FIS, (vii) that certain LEASE AGREEMENT dated as of January 1, 2005 (the
"Lease") with Fidelity Information Services, Inc., an Arkansas corporation and a
wholly-owned subsidiary of FIS, and (viii) that certain SOFTPRO SOFTWARE LICENSE
AGREEMENT dated as of March 4, 2005 (the "SoftPro License"; and together with
the CSA, the RCSA, the MSA, the BPA, the SRA, the LSA and the Lease,
collectively, the "Assigned Agreements") between FNIS SoftPro, a division of
Fidelity National Information Solutions, Inc., a wholly-owned subsidiary of FIS;
and

            WHEREAS, in connection with a strategic restructuring plan, FNF has
formed FNT to serve as the holding company for FNF's title insurance operations
and related businesses; and

            WHEREAS, as part of the strategic restructuring plan, subject to and
upon the terms set forth herein, FNF now desires to transfer, assign and convey
to FNT, and FNT desires to accept and assume from FNF, all of FNF's right, title
and interest in and to each of the Assigned Agreements, including the assumption
of all of FNF's obligations and liabilities in connection with each of the
Assigned Agreements;

            NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:

            1. Transfer and Assignment. Effective as of the date hereof, and on
the terms and subject to the conditions set forth herein, FNF does hereby
transfer, assign and convey to FNT all of FNF's right, title and interest in and
to each of the Assigned Agreements.


                                        1


            2. Acceptance and Assumption. Effective as of the date hereof, and
on the terms and subject to the conditions set forth herein, FNT does hereby
accept and assume all of FNF's right, title and interest in and to each of the
Assigned Agreements and all of FNF's responsibilities, obligations and
liabilities in connection with each of the Assigned Agreements.

            3. Novation of Assigned Agreements. Upon the effectiveness of this
Agreement, FNT will also enter into a novation of each of the Assigned
Agreements, whereby FNT will contractually undertake to perform all of the
rights and obligations under each of the Assigned Agreements, and the rights and
obligations of FNF under each of the Assigned Agreements will thereby be deemed
to have been fully extinguished. Notwithstanding the foregoing, FNF acknowledges
that it is obligated to comply with certain post-termination obligations as
expressly set forth in the Assigned Agreements, such as those relating to
maintaining confidentiality, and FNF hereby agrees to abide by all such
applicable provisions.

            4. Instruments of Transfer and Notice to Parties. Each of FNF and
FNT agrees that it shall (a) file with the relevant governmental or other
entities such assignment documents as may be necessary to reflect in the books
and records of such governmental or other entities this assignment and
assumption of each of the Assigned Agreements and (b) provide written notice of
such assignment, acceptance and assumption (and, to the extent required by
applicable law and/or the terms of any Assigned Agreement, take all actions
necessary to obtain any necessary consents and/or provide any other notices or
documentation reflecting such assignment, acceptance and assumption) to all
parties to each of the Assigned Agreements.

            5. Representations of the Parties. Each of FNT and FNF represents
and warrants to the other that (i) it is duly organized, validly existing and in
good standing under the laws of its state of incorporation, (ii) it has all
requisite corporate power and authority to enter into, execute and deliver this
Agreement and to carry out its obligations hereunder and to consummate the
transactions contemplated hereby, and (iii) this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms. Further, FNF represents and warrants that, as of the date hereof, it
has fully performed all of its obligations that are due and owing under each of
the Assigned Agreements and, to the extent that any services or products have
been received, but not paid in full, by FNF under any of the Assigned Agreements
as of the date hereof, FNF shall remain obligated to make such payments in a
timely manner in accordance with the terms of the applicable Assigned
Agreement(s).

            6. Further Assurances. From time to time at or after the effective
date of this Agreement, each of the parties to this Agreement shall cooperate
and use its reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or advisable under
applicable laws (and/or under the terms of the Assigned Agreements) to
consummate and make effective the transactions contemplated hereby.

            7. Successors and Assigns. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.


                                        2


            8. Governing Law; Jurisdiction. This Agreement shall be governed by,
enforced under and construed in accordance with the laws of the State of New
York.

            9. Amendments. This Agreement may be changed, modified or terminated
only by an instrument in writing signed by each of the parties hereto.

            10. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.

            IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the date
first written above.

                        FIDELITY NATIONAL FINANCIAL, INC.

                        By    /s/ Todd C. Johnson
                           --------------------------------------------
                                 Todd C. Johnson
                                 Senior Vice President

                        FIDELITY NATIONAL TITLE GROUP, INC.

                        By    /s/ Raymond R. Quirk
                           --------------------------------------------
                                Raymond R. Quirk
                                Chief Executive Officer


                             [FIS Consent to follow]


                                        3


                                     CONSENT
                                       BY

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                                       AND
                       FIDELITY INFORMATION SERVICES, INC.

                                     TO THE
                  ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT

The undersigned does hereby consent to:

(a)   the assignment by FIDELITY NATIONAL FINANCIAL, INC. ("FNF") to FIDELITY
      NATIONAL TITLE GROUP, INC. ("FNT") of all of FNF's right, title, and
      interest in and to (i) the Corporate Services Agreement dated as of
      March 4, 2005 (the "CSA") between FNF and Fidelity National Information
      Services, Inc., a Delaware corporation ("FIS"), (ii) the Reverse
      Corporate Services Agreement dated as of March 4, 2005 (the "RCSA")
      between FNF and FIS, (iii) the Master Services Agreement dated as of
      January 1, 2005 (the "MSA") between FNF and Fidelity Information
      Services, Inc., an Arkansas corporation and a wholly-owned subsidiary
      of FIS, (iv) the Back Plant Repository Access Agreement dated March 4,
      2005 (the "BPA") between FNF and FIS,  (v) the FNF Starters Repository
      Access Agreement dated March 4, 2005 (the "SRA ") between FNF and FIS,
      (vi) the License and Services Agreement dated as of March 4, 2005 (the
      "LSA") with FIS, (vii) the Lease Agreement dated as of January 1, 2005
      (the "Lease") between FNF and Fidelity Information Services, Inc., an
      Arkansas corporation and a wholly-owned subsidiary of FIS, and (viii)
      the SoftPro Software License Agreement dated as of March 4, 2005 (the
      "SoftPro License"; and together with the CSA, the RCSA, the MSA, the
      BPA, the SRA, the LSA, and the Lease, collectively, the "Assigned
      Agreements") between FNF and FNIS SoftPro, a division of Fidelity
      National Information Solutions, Inc., a wholly-owned subsidiary of FIS;

(b)   the assumption by FNT of all of FNF's responsibilities, obligations and
      liabilities under each of the Assigned Agreements, and the extinguishment
      of all of FNF's responsibilities, obligations and liabilities thereunder;
      and

(c)   a novation of each of the Assigned Agreements, pursuant to agreements to
      be entered into between FNT and each of the undersigned, as applicable.


                                        4



Effective as of the date hereof, the undersigned hereby agrees (i) to look
solely to FNT for the fulfillment of all obligations under, and the satisfaction
of all liabilities arising out of, any and all of the Assigned Agreements, and
(ii) to execute the novation of each of the Assigned Agreements. The undersigned
acknowledges that pursuant to the novations, FNT shall be the contracting party
for all obligations arising under the Assigned Agreements and shall be entitled
to all benefits thereof, including the receipt of any payments that may become
due thereunder.

                     FIDELITY NATIONAL INFORMATION SERVICES, INC.,
                     a Delaware corporation

                     By /s/ Michael L. Gravelle
                        --------------------------------------------
                        Michael L. Gravelle
                        Senior Vice President


                     FIDELITY INFORMATION SERVICES, INC.,

                     an Arkansas corporation

                     By /s/ Michael L. Gravelle
                        --------------------------------------------
                        Michael L. Gravelle
                        Senior Vice President


                     FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.,
                     a Delaware corporation

                     By /s/ Michael L. Gravelle
                        --------------------------------------------
                        Michael L. Gravelle
                        Senior Vice President


                                        5

                                                                   Exhibit 10.10

                                                                        NOVATION

                          CORPORATE SERVICES AGREEMENT

      This Corporate Services Agreement (this "Agreement") is effective as of
September 27, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation ("FNT" or "PROVIDING PARTY"), and
FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation ("FIS" or
"RECEIVING PARTY"). FNT and FIS shall be referred to together in this Agreement
as the "Parties" and individually as a "Party."

      WHEREAS, FIS previously entered into a certain Stock Purchase Agreement,
dated as of December 23, 2004 (the "Stock Purchase Agreement"), with Fidelity
National Financial, Inc., a Delaware corporation ("FNF"), pursuant to which
certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares of
FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

      WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

      WHEREAS, pursuant to the requirements in the Stock Purchase Agreement, FIS
previously entered into a Corporate Services Agreement dated as of March 4, 2005
(the "FNF Agreement") with FNF, as the parent company of FNT and its
subsidiaries, for the provision of certain corporate services, as more fully
described herein; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the corporate services to be
provided to FIS, as more particularly described herein;

      NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                    ARTICLE I
                               CORPORATE SERVICES

      1.1 Corporate Services. This Agreement sets forth the terms and conditions
for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate
services and products, as more fully described below and in Schedule 1.1(a)
attached hereto (the Scheduled


                                       1


Services, the Omitted Services, the Resumed Services and Special Projects (as
defined below), collectively, the "Corporate Services").

            (a) PROVIDING PARTY, through its Subsidiaries and Affiliates (each
as defined below), and their respective employees, agents or contractors, shall
provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all
services set forth on Schedule 1.1(a) (the "Scheduled Services") on and after
the Effective Date (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees to
PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled
Services to be provided as set forth in Schedule 1.1(a). For purposes of this
Agreement, "Subsidiary" means, with respect to either Party, any corporation,
partnership, company or other entity of which such Party controls or owns,
directly or indirectly, more than fifty percent (50%) of the stock or other
equity interest entitled to vote on the election of the members to the board of
directors or similar governing body; and "Affiliate" means, with respect to
either Party, any corporation, partnership, company, or other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Party, except
that (i) in the case of RECEIVING PARTY, "Affiliate" shall not include FNF and
any Subsidiary of FNF that is not a Subsidiary (directly or indirectly) of FIS,
and (ii) in the case of PROVIDING PARTY, "Affiliate" shall include FNF and its
Subsidiaries, excluding FIS and its Subsidiaries. As used herein, "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.

            (b) PROVIDING PARTY, through its Subsidiaries and Affiliates, and
their respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING
PARTY was performing for RECEIVING PARTY and its Subsidiaries as of the
Effective Date that pertain to and are a part of Scheduled Services under
Section 1.1(a) (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)), which are not expressly included in
the list of Scheduled Services in Schedule 1.1(a), but are required to conduct
the business of RECEIVING PARTY and its Subsidiaries (the "Omitted Services"),
unless RECEIVING PARTY consents in writing to the termination of such services.
Such Omitted Services shall be added to Schedule 1.1(a) and thereby become
Scheduled Services, as soon as reasonably practicable after the Effective Date
by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been
allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for such
Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall
pay to PROVIDING PARTY for providing the Omitted Services or causing the Omitted
Services to be provided hereunder fees equal to the actual fees paid for such
Omitted Services immediately preceding the Effective Date; provided, that
payment of such fees by the RECEIVING PARTY for the Omitted Services provided
hereunder shall be retroactive to the first day of the calendar quarter in which
either Party identifies such services as Omitted Services, but in no event shall
RECEIVING PARTY be required to pay for any Omitted Services provided hereunder
by the PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective
Date. In the event that RECEIVING PARTY or its Subsidiaries had not been
allocated


                                        2


charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for
such Omitted Services immediately prior to the Effective Date, the Parties shall
negotiate in good faith a fee to be based on the cost of providing such Omitted
Services, which shall in no event be less than the Default Fee (as defined
below); provided, that payment of such fees by the RECEIVING PARTY for the
Omitted Services provided hereunder by the RECEIVING PARTY shall be retroactive
to the first day of the calendar quarter in which either the Party identifies
such services as Omitted Services, but in no event shall RECEIVING PARTY be
required to pay for any such Omitted Services provided hereunder by the
PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date.
The "Default Fee" means an amount equal to one hundred fifty percent (150%) of
the salary of each full-time employee, on an hourly basis, who provides the
applicable Corporate Service or Transition Assistance (as defined in Section
2.3).

            (c) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and Affiliates, and their respective employees, agents or
contractors, shall use commercially reasonable efforts to provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries any Scheduled Service that has
been terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the
"Resumed Services"); provided, that PROVIDING PARTY shall have no obligation to
provide a Resumed Service if providing such Resumed Service will have a material
adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time
to time be amended to reflect the resumption of a Resumed Service and the
Resumed Service shall be set forth thereon as a Scheduled Service.

            (d) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and Affiliates, and their respective employees, agents or
contractors, shall use commercially reasonable efforts to provide additional
corporate services that are not described in the Schedule 1.1(a) and that are
neither Omitted Services nor Resumed Services ("Special Projects"). RECEIVING
PARTY shall submit a written request to PROVIDING PARTY specifying the nature of
the Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

      1.2 Provision of Corporate Services; Excused Performance.

            (a) To the extent commercially reasonable, the Parties will work
together and begin the process of migrating the Corporate Services from
PROVIDING PARTY to


                                        3


RECEIVING PARTY, one or more of its Subsidiaries or Affiliates or a third party
(at RECEIVING PARTY's direction) such that the completion of the migration of
the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more of
its Subsidiaries or Affiliates or a third party, as the case may be, shall occur
prior to the end of the Term. PROVIDING PARTY shall provide or cause to be
provided each of the Corporate Services through the expiration of the Term,
except (i) as automatically modified by earlier termination of a Corporate
Service by RECEIVING PARTY in accordance with this Agreement, (ii) for Corporate
Services to or for the benefit of any entity which ceases to be a Subsidiary of
RECEIVING PARTY prior to the end of the Term, or (iii) as otherwise agreed to by
the Parties in writing.

            (b) All obligations of PROVIDING PARTY with respect to any one or
more individual Corporate Services or Transition Assistance under this Agreement
shall be excused to the extent and only for so long as a failure by PROVIDING
PARTY with respect thereto is directly attributable to and caused specifically
by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their
obligations (including any performance) under any other Intercompany Agreement
(as defined in the Stock Purchase Agreement) or under the Master Information
Technology Services Agreement dated as of September 27, 2005 by and between
Fidelity Information Services, Inc. and FNT (as novated pursuant to the
Assignment and Assumption Agreement dated as of September 27, 2005 between FNT
and FNF).

      1.3 Third Party Vendors; Consents.

            (a) PROVIDING PARTY shall use its commercially reasonable efforts to
keep and maintain in effect its relationships with its vendors that are integral
to the provision of the Corporate Services. PROVIDING PARTY shall use
commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING
PARTY, and to assist RECEIVING PARTY with the transition to another vendor so
that RECEIVING PARTY may continue to receive similar products and services.

            (b) PROVIDING PARTY shall not be required to transfer or assign to
RECEIVING PARTY any third party software licenses or any hardware owned by
PROVIDING PARTY or its Subsidiaries or Affiliates in connection with the
provision of the Corporate Services or at the conclusion of the Term.

      1.4 Dispute Resolution.


                                        4


            (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

            (b) Arbitration. In the event that the Dispute is not resolved in a
friendly manner as set forth in Section 1.4(a), either Party involved in the
Dispute may submit the dispute to binding arbitration pursuant to this Section
1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b)
shall be resolved in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, unless the Parties involved mutually agree to
utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the amount at issue. Arbitration proceedings
hereunder may be initiated by either Party making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in Orlando, Florida. All
arbitration proceedings shall be held in the city of Jacksonville, Florida in a
location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys' fees)
shall be borne by the Party incurring such costs. The use of any alternative
dispute resolution procedures hereunder will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of either
Party.

            (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent
either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or
interim relief in the event (i) of any actual or threatened breach of any of the
provisions of Article VIII or (ii) that the Dispute relates to, or involves a
claim of, actual or threatened infringement of


                                        5


intellectual property. All such actions for injunctive or interim relief shall
be brought in a court of competent jurisdiction in accordance with Section 11.6.
Such remedy shall not be deemed to be the exclusive remedy for breach of this
Agreement, and further remedies may be pursued in accordance with Section 1.4(a)
and Section 1.4(b) above.

            (d) Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY,
but none of their respective Subsidiaries or Affiliates, are entitled to
commence a dispute resolution procedure under this Agreement, whether pursuant
to Article XI, this Section 1.4 or otherwise, and each Party will cause its
respective Affiliates not to commence any dispute resolution procedure other
than through such Party as provided in this Section 1.4(d).

            (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

      1.5 Standard of Services.

            (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

            (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

            (c) If RECEIVING PARTY provides PROVIDING PARTY with written notice
("Shortfall Notice") of the occurrence of any Significant Service Shortfall (as
defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY
shall rectify such Significant Service Shortfall as soon as reasonably possible.
For purposes of this Section 1.5(c), a "Significant Service Shortfall" shall be
deemed to have occurred if the timing or quality of performance of Corporate
Services provided by PROVIDING PARTY hereunder falls below the standard required
by Section 1.5(a) hereof; provided that PROVIDING PARTY's obligations under this
Agreement shall be relieved to the extent, and for the duration of, any force
majeure event as set forth in Article V.

      1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

      1.7 Ownership of Materials; Results and Proceeds. All data and information
submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the
Corporate Services or the Transition Assistance (as defined in Section 2.3) (the
"RECEIVING PARTY Data"), and all results and proceeds of the Corporate Services
and the Transition Assistance with


                                        6


regard to the RECEIVING PARTY Data, is and will remain, as between the Parties,
the property of the RECEIVING PARTY. The PROVIDING PARTY shall not and shall not
permit its Subsidiaries or Affiliates to use the RECEIVING PARTY Data for any
purpose other than to provide the Corporate Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

      2.1 Term. The term (the "Term") of this Agreement shall commence as of the
date hereof and shall continue until the date on which the last of the Scheduled
Services under this Agreement is terminated or the date on which this Agreement
is terminated by mutual agreement of the Parties, whichever is earlier (in
either case, the "Termination Date"); provided, however, that in no event shall
the Term:

            (a) expire later than the date that is six (6) months after (i) any
Sale of FIS (as defined below) or any IPO (as defined below) or (ii) the
exercise by the Sponsor Group (as defined in the Stockholders Agreement
hereinafter defined) of exchange rights under Section 4.2 of the Stockholders
Agreement, or

            (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

For purposes of this Agreement, (i) the term "Sale of FIS" means an acquisition
by any Person (within the meaning of Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d)
and 14(d) thereof ("Person")) of Beneficial Ownership (within the meaning of
Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or more of
either the then outstanding shares of FIS common stock (the "Outstanding FIS
Common Stock") or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors (the
"Outstanding FIS Voting Securities"); excluding, however, the following: (A) any
acquisition directly from FIS, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was
itself acquired directly from FIS, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by FIS or a member of the FIS
Group, or (C) any acquisition of Outstanding FIS Common Stock by one or more
Subsidiaries or Affiliates of PROVIDING PARTY; (ii) the term "IPO" means an
offering and sale to the public of any shares or equity securities of FIS or any
of its Subsidiaries pursuant to a registration statement in the United States;
and (iii) the term "Stockholders Agreement" means that certain Stockholders
Agreement to be dated on or about March 9, 2005 by and among RECEIVING PARTY and
the holders of its common stock.

      2.2 Termination.

            (a) If RECEIVING PARTY is not able to complete its transition of the
Corporate Services by the Termination Date, then upon written notice provided to
PROVIDING PARTY at least thirty (30) days prior to the Termination Date,
RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to
provide up to thirty (30) days of


                                        7


additional Corporate Services to RECEIVING PARTY; provided, that RECEIVING PARTY
shall pay for all such additional Corporate Services.

            (b) If RECEIVING PARTY wishes to terminate a Corporate Service (or a
portion thereof) on a date that is earlier than the Termination Date, RECEIVING
PARTY shall provide written notice (the "Termination Notice") to PROVIDING PARTY
of a proposed termination date for such Corporate Service (or portion thereof),
at least ninety (90) days prior to such proposed termination date. Upon receipt
of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY
(the "Termination Dispute Notice") in the event that the PROVIDING PARTY
believes in good faith that, notwithstanding the PROVIDING PARTY using its
commercially reasonable efforts, the requested termination will have a material
adverse impact on other Corporate Services and the scope of such adverse impact.
In such event, the Parties will resolve the dispute in accordance with Section
1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based
on the standards set forth above, within ten (10) days of the date on which the
Termination Notice was received, then, effective on the termination date
proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service
(or portion thereof) shall be discontinued (thereafter, a "Discontinued
Corporate Service") and deemed deleted from the Scheduled Services to be
provided hereunder and thereafter, this Agreement shall be of no further force
and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees and FIS
Costs Cap shall be adjusted in accordance therewith and the provisions of
Article III. Notwithstanding anything to the contrary contained herein, at any
time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to
a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an
"Employee Shift"), a proportional portion of the relevant Corporate Service
shall be deemed automatically terminated. If a Corporate Service, or portion
thereof, is terminated as a result of an Employee Shift, then such termination
shall take effect as of the date of the Employee Shift, and the adjustment in
Corporate Service Fees and FIS Costs Cap shall also take effect as of the date
of the Employee Shift.

            (c) If all Corporate Services shall have been terminated under this
Section 2.2 prior to the expiration of the Term, then either Party shall have
the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

      2.3 Transition Assistance. In preparation for the discontinuation of any
Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and efficient transition
and/or migration of records to the RECEIVING PARTY or its Subsidiaries or
Affiliates (or at RECEIVING PARTY's direction, to a third party) and
responsibilities so as to minimize any disruption of services ("Transition
Assistance"). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow
PROVIDING PARTY to complete the Transition Assistance as early as is
commercially reasonable to do so. Fees for any Transition Assistance


                                        8


shall be determined in accordance with the calculation formula and methods
applicable to the Scheduled Services that are most similar in nature to the
Transition Assistance being so provided, as set forth on the applicable section
of Schedule 1.1(a).

      2.4 Return of Materials. As a Corporate Service or Transition Assistance
is terminated, each Party will return all materials and property owned by the
other Party, including, without limitation, all RECEIVING PARTY Data, if any,
and materials and property of a proprietary nature involving a Party or its
Subsidiaries or Affiliates relevant to the provision or receipt of that
Corporate Service or Transition Assistance and no longer needed regarding the
performance of other Corporate Services or other Transition Assistance under
this Agreement, and will do so (and will cause its Subsidiaries and Affiliates
to do so) within thirty (30) days after the applicable termination. Upon the end
of the Term, each Party will return all material and property of a proprietary
nature involving the other Party or its Subsidiaries, in its possession or
control (or the possession or control of an Affiliate as a result of the
Services provided hereunder) within thirty (30) days after the end of the Term.
In addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide
to RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on
magnetic media, or such other media as the Parties shall agree upon, to the
extent practicable. PROVIDING PARTY may retain archival copies of RECEIVING
PARTY's Data, files and records.

                                   ARTICLE III
               COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE
                          SERVICES AND CORPORATE MARKS

      3.1 Compensation for Corporate Services.

            (a) In accordance with the payment terms described in Section 3.2
below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for
the Corporate Services provided hereunder, all fees as contemplated in Section
1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

            (b) Without limiting the foregoing, the parties acknowledge that
RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its
payment of, all Out of Pocket Costs (as defined below); provided, however, that
the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries
for any New Out of Pocket Cost (as defined below) that requires the payment by
RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an
annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not Affiliates of
PROVIDING PARTY in connection with Services provided hereunder, solely to the
extent that such fees, costs and other expenses have not historically been
included in FNF Administrative Overhead (as defined below) because such fees,
costs or other expenses have historically been billed directly to a
department/cost center or division of FIS or one of its Subsidiaries. For
purposes hereof, the term "New Out of Pocket Cost" means any Out of Pocket Cost
incurred after the Effective Date that is not a continuation of services
provided to FIS or one of its Subsidiaries in the ordinary course of


                                        9


business consistent with past practices and for which FIS had paid or reimbursed
a portion thereof prior to the Effective Date.

            (c) Test Period FIS Costs.

                  (i) Attached hereto as Schedule 3.1(e) is a statement (the
            "January Statement"), prepared by PROVIDING PARTY, of RECEIVING
            PARTY's allocated and direct costs (collectively, the "FIS Costs")
            that are part of PROVIDING PARTY's administrative corporate overhead
            ("FNF Administrative Overhead") (as opposed to being billed directly
            to a department/cost center or division of RECEIVING PARTY) for the
            one-month period ended January 31, 2005. All Corporate Service Fees
            and Total Allocated FAS 123 Charges for the month of January 31,
            2005 are listed under "Allocated" on Schedule 3.1(e) and total
            $3,073,805 (equivalent on an annualized basis to $36,885,660). All
            direct costs of FIS within FNF Administrative Overhead (referred to
            herein as "Direct Costs"), including direct FAS 123 Charges, for the
            month of January 31, 2005 are listed under "Direct" on Schedule
            3.1(e) and total $1,164,187 (equivalent on an annualized basis to
            $13,970,244). All Allocated FAS 123 Charges and Direct FAS 123
            Charges are referred to herein as "Total FAS 123 Charges."

                  (ii) After delivery of Q2 2005 financials, both parties will
            review the FNF Administrative Overhead charges to RECEIVING PARTY
            over the six-month period ending June 30, 2005 (the "Test Period").
            For purposes hereof, during the Test Period, all FIS Costs charges
            related to RECEIVING PARTY shall be classified in a manner
            consistent with the methodology of the January Statement; provided,
            however, that if the January Statement failed to reflect charges of
            a category that have historically been billed through FNF
            Administrative Overhead, then such charges shall be reflected in all
            statements of FNF Administrative Overhead going forward to the
            extent that such charges continue to be billed through FNF
            Administrative Overhead, including, but not limited to, any FAS 123
            charges related to grants of options or restricted stock by Fidelity
            National Financial, Inc. prior to 2005 (such as those charges
            related to the Fidelity National Information Solutions and Sanchez
            acquisitions). For purposes of this Agreement, the FIS Costs
            incurred during the Test Period shall be referred to as the "Test
            Period FIS Costs".

                  (iii) If the annualized Test Period FIS Costs are greater than
            $50,000,000, then the parties will use their reasonable best efforts
            to promptly agree on a reduction in administrative and overhead
            costs that would result in all FIS Costs being equal to or less than
            $50,000,000 on an annualized basis going forward. In addition,
            notwithstanding the foregoing or any other provision contained
            herein, in no event shall RECEIVING PARTY be responsible for any FIS
            Costs that, for any given fiscal year, exceed (A) in fiscal year
            2005, $50,000,000 and (B) in any fiscal year subsequent to 2005, the
            sum of (I) $50,000,000, plus (II) the product of (x) $50,000,000
            multiplied by (y) a percentage equal to one-half of the percentage
            by which RECEIVING PARTY's consolidated annual revenues (determined
            in accordance with GAAP consistently


                                       10


            applied), increased over the prior fiscal year, minus (III) the
            Adjustment Amount (as defined in Schedule 1.1(a)) for any
            Discontinued Corporate Services (such sum or amount as so calculated
            being, the "FIS Costs Cap"). Without limiting the foregoing, the
            Parties agree that in calculating the Test Period FIS Costs as well
            as the annual FIS Costs described in the preceding sentence, all
            SFAS 123 and SFAS 123(R) charges related to (1) options to purchase
            common stock of RECEIVING PARTY or (2) restricted common stock of
            RECEIVING PARTY (which are excluded from the Total FAS 123 Charges)
            shall be excluded from the calculation. The Parties agree to
            consider any extraordinary direct corporate litigation charges in
            analyzing the FIS Costs during the Test Period.

            (d) The parties acknowledge that in calculating the FIS Costs Cap,
(i) Out of Pocket Costs are not considered Corporate Service Fees and are
excluded from the calculation, and (ii) Transition Assistance Fees are excluded
from the calculation of the FIS Costs Cap. The Parties further acknowledge and
agree that the Total FAS 123 Charges are included in the calculation of the FIS
Costs Cap but are non-cash items that shall be treated by the Parties as a
contribution to capital by PROVIDING PARTY, but with no commensurate issuance of
additional equity in connection with such contribution to capital.

            (e) After the Test Period, the Parties agree to consider charging
all FIS Direct Costs directly to a department/cost center or division of FIS or
one of its Subsidiaries, and reduce the FIS Costs Cap accordingly.

      3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING PARTY
on a monthly basis in arrears for Corporate Service Fees, Transition Assistance
Fees, and Total Allocated FAS 123 Charges, as calculated in accordance with
Section 3.1 and Schedule 1.1(a) (it being understood that the Total Allocated
FAS 123 Charges are non-cash items treated by RECEIVING PARTY as a contribution
to capital by PROVIDING PARTY with no commensurate issuance of any equity in
connection therewith). Each monthly invoice shall list all Corporate Services
and FIS Costs in the format of Schedule 3.1(e) and shall state the then current
FIS Costs Cap, any changes made thereto and brief explanation thereof. In
addition, the PROVIDING PARTY shall promptly notify the RECEIVING PARTY, no more
frequently than monthly, of the aggregate amount of Out of Pocket Costs to be
reimbursed or paid. The RECEIVING PARTY shall pay by electronic funds transfer
or other method satisfactory to PROVIDING PARTY and RECEIVING PARTY, in full,
the monthly amount so invoiced and the Out of Pocket Costs incurred, within
thirty (30) days after the date on which the PROVIDING PARTY's monthly invoice
or notification of Out of Pocket Costs, as the case may be, was received. All
invoices shall include, without limitation, the category of applicable Corporate
Service or Transition Assistance Service (as the case may be), a brief
description of the Out of Pocket Costs (if applicable), the billing period, and
such other information as RECEIVING PARTY may reasonably request. Should
RECEIVING PARTY dispute any portion of the amount due on any invoice or require
any adjustment to an invoiced amount, or dispute any Out of Pocket Costs for
which it received notification, then RECEIVING PARTY shall notify PROVIDING
PARTY in writing of the nature and basis of the dispute and/or adjustment as
soon as reasonably possible using, if necessary, the dispute resolution
procedures set forth in Section 1.4. The Parties shall use their reasonable best
efforts to resolve the dispute prior to the payment due date.


                                       11


      3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and Out of
Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

      4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A
PARTY HERETO.

      4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED,
HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO
PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY
OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM,
SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE
LIMITATION SET FORTH IN THIS ARTICLE IV.

                                    ARTICLE V
                                  FORCE MAJEURE

      Neither Party shall be held liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its reasonable control and
without its fault or negligence, including, but not limited to, acts of God,
acts of civil or military authority, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes,
nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the
occurrence of a condition described in this Article, the Party whose performance
is prevented shall give written notice to the other Party, and the Parties shall
promptly confer, in good faith, to agree upon equitable, reasonable action to
minimize the impact, on both Parties, of such conditions.


                                       12


                                   ARTICLE VI
                               NOTICES AND DEMANDS

      6.1 Notices. Except as otherwise provided under this Agreement (including
Schedule 1.1(a)), all notices, demands or requests which may be given by any
Party to the other Party shall be in writing and shall be deemed to have been
duly given on the date delivered in person, or sent via telefax, or on the next
business day if sent by overnight courier, or on the date of the third business
day after deposit, postage prepaid, in the United States Mail via Certified Mail
return receipt requested, and addressed as set forth below:

      If to RECEIVING PARTY, to:

      Fidelity National Information Services, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Attention: General Counsel

      prior to the Sale of FIS (unless such sale is to THL, TPG or their
      affiliates) or any IPO, with copies to:

      Thomas H.  Lee Partners, L.P.
      100 Federal Street
      Boston, MA 02110
      Attention: Thomas M.  Hagerty and Seth Lawry
      Facsimile: (617) 227-5514

      and

      Texas Pacific Group
      345 California Street, Suite 3300
      San Francisco, CA 94104
      Attention: Jonathan Coslet and Marshall Haines
      Facsimile: (415) 743-1501

      If to PROVIDING PARTY, to:

      Fidelity National Title Group, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Attention: General Counsel

The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.


                                       13


                                   ARTICLE VII
                                    REMEDIES

      7.1 Remedies Upon Material Breach. In the event of material breach of any
provision of this Agreement by a Party, the non-defaulting Party shall give the
defaulting Party written notice, and:

            (a) If such breach is for RECEIVING PARTY's non-payment of an amount
that is not in dispute, the defaulting Party shall cure the breach within thirty
(30) calendar days of such notice. If the defaulting Party does not cure such
breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

            (b) If such breach is for any other material failure to perform in
accordance with this Agreement, the defaulting Party shall cure such breach
within thirty (30) calendar days of the date of such notice. If the defaulting
Party does not cure such breach within such period, then the defaulting Party
shall pay the non-defaulting Party all of the non-defaulting Party's actual
damages, subject to Article IV above.

      7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4
(Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation
of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII
(Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous)
shall survive the termination or expiration of this Agreement unless otherwise
agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

      8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or Affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in this Section 8.1 will not restrict
disclosure by a Party pursuant to applicable law, or by order or request of any
court or government agency; provided, that prior to such disclosure the
receiving Party shall (a) immediately give notice to the disclosing Party, (b)
cooperate with the disclosing Party in challenging the right to such access and
(c) only provide such information as is required


                                       14


by law, such order or a final, non-appealable ruling of a court of proper
jurisdiction Confidential Information of a Party will not be afforded the
protection of this Article VIII if such Confidential Information was (A)
developed by the other Party independently as shown by its written business
records regularly kept, (B) rightfully obtained by the other Party without
restriction from a third party, (C) publicly available other than through the
fault or negligence of the other Party or (D) released by the disclosing Party
without restriction to anyone.

      8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY
acknowledges that, in the course of providing Corporate Services pursuant to
this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the Affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
shall pay all of the cost incurred by PROVIDING PARTY in complying with the
immediately preceding sentence. RECEIVING PARTY has the right and duty to
represent PROVIDING PARTY in such resistance or to select and compensate counsel
to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If PROVIDING PARTY is ultimately required, pursuant to an order of
a court of competent jurisdiction, to produce documents, disclose data, or
otherwise act in contravention of the confidentiality obligations imposed in
this Article VIII, or otherwise with respect to maintaining the confidentiality,
proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is
not liable for breach of such obligation to the extent such liability does not
result from failure of PROVIDING PARTY to abide by the terms of this Article
VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be
deemed Confidential Information, except as specifically authorized in this
Agreement or as shall be required by law.

      8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any


                                       15


Confidential Information without authorization (collectively, "Unauthorized
Access"), (b) promptly furnish to the other Party full details of the
Unauthorized Access and use reasonable efforts to assist the other Party in
investigating or preventing the reoccurrence of any Unauthorized Access, (c)
cooperate with the other Party in any litigation and investigation against third
parties deemed necessary by such Party to protect its proprietary rights, and
(d) use commercially reasonable efforts to prevent a reoccurrence of any such
Unauthorized Access.

      8.4 Publicity. Except as required by law or national stock exchange rule
or as allowed by any Ancillary Agreement, neither Party shall issue any press
release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

      8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING
PARTY processes or stores information about a living individual that is held in
automatically processable form (for example in a computerized database) or in a
structured manual filing system ("Personal Data"), on behalf of any Subsidiaries
of RECEIVING PARTY or their clients, then PROVIDING PARTY shall implement
appropriate measures to protect those personal data against accidental or
unlawful destruction or accidental loss, alteration, unauthorized disclosure or
access and shall use such data solely for purposes of carrying out its
obligations under this Agreement.

            (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING
PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to
take such steps to preserve data privacy in the processing of those Personal
Data as are reasonably necessary for the performance of this Agreement.

            (c) Subsidiaries of RECEIVING PARTY may, in connection with this
Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING
PARTY's employees, directors and other officers involved in providing Corporate
Services hereunder. Such Personal Data may be collected from PROVIDING PARTY,
its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed circuit TV
and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING
PARTY or PROVIDING PARTY's employees, directors or other officers to provide
Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY
may use and disclose any such data disclosed by PROVIDING PARTY solely for
purposes connected


                                       16


with this Agreement and for the relevant purposes specified in the data privacy
policy of the Subsidiary of RECEIVING PARTY (a copy of which is available on
request.) RECEIVING PARTY will maintain the same level of protection for
Personal Data collected from PROVIDING PARTY (and PROVIDING PARTY's employees,
directors and officers, as appropriate) as RECEIVING PARTY maintains with its
own Personal Data, and will implement appropriate administrative, physical and
technical measures to protect the personal data collected from PROVIDING PARTY
and PROVIDING PARTY's employees, directors and other officers against accidental
or unlawful destruction or accidental loss, alternation, unauthorized disclosure
or access.

                                   ARTICLE IX
                  REPRESENTATIONS, WARRANTIES AND COVENANTS

      EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN
THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                    ARTICLE X
                                 INDEMNIFICATION

      10.1 Indemnification.

            (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend
and hold harmless PROVIDING PARTY, each Subsidiary and Affiliate of PROVIDING
PARTY, each of their respective past and present directors, officers, employees,
agents, consultants, advisors, accountants and attorneys ("Representatives"),
and each of their respective successors and assigns (collectively, the
"PROVIDING PARTY Indemnified Parties") from and against any and all Damages (as
defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties
arising or resulting from the provision of Corporate Services hereunder, which
Damages shall be reduced to the extent of:

                  (i) Damages caused or contributed to by PROVIDING PARTY's
            negligence, willful misconduct or violation or law; or

                  (ii) Damages caused or contributed to by a breach of this
            Agreement by PROVIDING PARTY.


                                       17


"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

            (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY
will have no liability to RECEIVING PARTY for or in connection with any of the
Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
and Affiliate of RECEIVING PARTY, each of their respective past and present
Representatives, and each of their respective successors and assigns
(collectively, the "RECEIVING PARTY Indemnified Parties") from and against any
and all Damages incurred or suffered by the RECEIVING PARTY Indemnified Parties
arising or resulting from either of the following:

                  (i) any claim that PROVIDING PARTY's use of the software or
            other intellectual property used to provide the Corporate Services
            or Transition Assistance, or any results and proceeds of such
            Corporate Services or Transition Assistance, infringes,
            misappropriates or otherwise violates any United States patent,
            copyright, trademark, trade secret or other intellectual property
            rights; provided, that such intellectual property indemnity shall
            not apply to the extent that any such claim arises out of any
            modification to such software or other intellectual property made by
            RECEIVING PARTY without PROVIDING PARTY's authorization or
            participation, or

                  (ii) PROVIDING PARTY's gross negligence, willful misconduct,
            improper use or disclosure of customer information or violations of
            law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

      10.2 Indemnification Procedures.

            (a) Claim Notice. A Party that seeks indemnity under this Article X
(an "Indemnified Party") will give written notice (a "Claim Notice") to the
Party from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the Parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on


                                       18


the part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability for Damages or obligation
hereunder except to the extent of any Damages caused by or arising out of such
failure.

            (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

            (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

            (d) Third Party Claims.

                  (i) In the event that the Indemnified Party receives notice or
            otherwise learns of the assertion by a person or entity who is not a
            Party hereto or a Subsidiary or Affiliate of a Party hereto of any
            claim or the commencement of any action (a "Third-Party Claim") with
            respect to which the Indemnifying Party may be obligated to provide
            indemnification under this Article X, the Indemnified Party will
            give written notification to the Indemnifying Party of the
            Third-Party Claim. Such notification will be given within fifteen
            (15) days after receipt by the Indemnified Party of notice of such
            Third-Party Claim, will be accompanied by reasonable supporting
            documentation submitted by such third party (to the extent then in
            the possession of the Indemnified Party) and will describe in
            reasonable detail (to the extent known by the Indemnified Party) the
            facts constituting the basis for such Third-Party Claim and the
            amount of the claimed Damages; provided, however, that no delay or
            deficiency on the part of the Indemnified Party in so notifying the
            Indemnifying Party will relieve the Indemnifying Party of any
            liability for Damages or obligation hereunder except to the extent
            of any Damages caused by or arising out of such failure. Within
            twenty (20) days after delivery of such notification, the
            Indemnifying Party may, upon written notice thereof to the
            Indemnified Party, assume control of the defense of such Third-Party
            Claim with counsel reasonably satisfactory to the Indemnified Party.
            During any period in which the Indemnifying Party has not so assumed
            control of such defense, the Indemnified Party will control such
            defense.

                  (ii) The Party not controlling such defense (the
            "Non-controlling Party") may participate therein at its own expense.


                                       19


                  (iii) The Party controlling such defense (the "Controlling
            Party") will keep the Non-controlling Party reasonably advised of
            the status of such Third-Party Claim and the defense thereof and
            will consider in good faith recommendations made by the
            Non-controlling Party with respect thereto. The Non-controlling
            Party will furnish the Controlling Party with such Information as it
            may have with respect to such Third-Party Claim (including copies of
            any summons, complaint or other pleading which may have been served
            on such Party and any written claim, demand, invoice, billing or
            other document evidencing or asserting the same) and will otherwise
            cooperate with and assist the Controlling Party in the defense of
            such Third-Party Claim.

                  (iv) The Indemnifying Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnified Party,
            which consent will not be unreasonably withheld or delayed;
            provided, however, that the consent of the Indemnified Party will
            not be required if (A) the Indemnifying Party agrees in writing to
            pay any amounts payable pursuant to such settlement or judgment, and
            (B) such settlement or judgment includes a full, complete and
            unconditional release of the Indemnified Party from further
            Liability. The Indemnified Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnifying Party,
            which consent will not be unreasonably withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1 Relationship of the Parties. The Parties declare and agree that each
Party is engaged in a business that is independent from that of the other Party
and each Party shall perform its obligations as an independent contractor. It is
expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not
partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

      11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and its Affiliates' employees, and for any injury to
them in the course of their employment. PROVIDING PARTY shall assume full
responsibility for payment of all federal, state and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons.

            (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or


                                       20


required under unemployment insurance, social security and income tax laws with
respect to such persons.

      11.3 Assignment. Neither Party may, in connection with a sale of an asset
to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party, provided, however, that in the event
of a Sale of FIS (as defined in Section 2.1), FIS may assign its interest in
this Agreement without the prior written consent of FNT. All obligations and
duties of a Party under this Agreement shall be binding on all successors in
interest and permitted assigns of such Party. Each Party may use its
Subsidiaries or Affiliates or subcontractors to perform the Corporate Services;
provided that such use shall not relieve such assigning Party of liability for
its responsibilities and obligations.

      11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.

      11.5 Third Party Beneficiaries. The provisions of this Agreement are for
the benefit of the Parties and their Affiliates and not for any other person.
However, should any third party institute proceedings, this Agreement shall not
provide any such person with any remedy, claim, liability, reimbursement, cause
of action, or other right.

      11.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to such
State's laws and principles regarding the conflict of laws. Subject to Section
1.4, if any Dispute arises out of or in connection with this Agreement, except
as expressly contemplated by another provision of this Agreement, the Parties
irrevocably (a) consent and submit to the exclusive jurisdiction of federal and
state courts located in Jacksonville, Florida, (b) waive any objection to that
choice of forum based on venue or to the effect that the forum is not convenient
and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR
ADJUDICATION BY JURY.

      11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

      11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

      11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes


                                       21


all prior oral or written agreements, representations, statements, negotiations,
understandings, proposals and undertakings, with respect to the subject matter
hereof.

      11.10 Amendments and Waivers. (a) The Parties may amend this Agreement
only by a written agreement signed by each Party and that identifies itself as
an amendment to this Agreement. No waiver of any provisions of this Agreement
and no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

            (b) Notwithstanding the foregoing, at any time prior to the Sale of
FIS or any IPO, this Agreement may not be amended without the prior written
consent of THL and TPG if such amendment would: (i) change the methodology of
calculating the cost of any services provided hereunder (e.g., change from a
"cost" method to a "cost plus X" method), (ii) add any service that is not
contemplated as of the date hereof, if the cost of such additional service is
expected to be more than five hundred thousand dollars ($500,000) annually,
(iii) affect the Term of the Agreement, (iv) affect RECEIVING PARTY's ability to
terminate any Corporate Services pursuant to Section 2.2, (v) affect Sections
1.5 (Standard of Services), 1.6 (Response Time), or 1.7 (Ownership of Materials)
in any manner adverse to RECEIVING PARTY, (vi) affect Section 3.1 (Compensation
for Corporate Services) in any manner, (vii) affect PROVIDING PARTY's limitation
of liability under Article IV (Limitation of Liability) in any manner adverse to
RECEIVING PARTY, (viii) affect PROVIDING PARTY's rights under Article VII
(Remedies) upon default by RECEIVING PARTY in any manner adverse to RECEIVING
PARTY, (ix) affect Article X (Indemnification) in any manner adverse to
RECEIVING PARTY, or (x) affect this Section 11.10 (Amendment). For purposes
hereof, the term "THL" means Thomas H. Lee Equity Fund V, L.P. and the term
"TPG" means TPG Partners III, L.P. THL and TPG are intended third party
beneficiaries of this Agreement solely with respect to this Section 11.10(b).

      11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

      11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this
Agreement are exclusive of any applicable taxes required by law to be collected
from the RECEIVING PARTY (including, without limitation, withholding, sales,
use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale


                                       22


certificate, information regarding out-of-state use of materials, services or
sale, and other exemption certificates or information reasonably requested by
either Party.

                           [signature page to follow]


                                       23



      11.13 Changes in Law. PROVIDING PARTY's obligations to provide Corporate
Services hereunder are to provide such Corporate Services in accordance with
applicable laws as in effect on the date of this Agreement. Each Party reserves
the right to take all actions in order to ensure that the Corporate Services and
Transition Assistance are provided in accordance with any applicable laws.

      IN WITNESS WHEREOF, the Parties, acting through their authorized officers,
have caused this Agreement to be duly executed and delivered as of the date
first above written.

                                PROVIDING PARTY:

                                FIDELITY NATIONAL TITLE GROUP, INC.

                                By /s/ Raymond R. Quirk
                                  --------------------------------------------
                                   Raymond R. Quirk
                                   Chief Executive Officer

                                RECEIVING PARTY:

                                FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                By /s/ Michael L. Gravelle
                                  --------------------------------------------
                                   Michael L. Gravelle
                                   Senior Vice President


                                       24

                            DEFINITIONS AND FORMULAS

                 FOR PURPOSES OF CALCULATING COST ALLOCATION

For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in FNF Administrative Overhead,
and the other similar costs that are generally characterized as "overhead"', in
each case as allocated to the department/cost center in accordance with
PROVIDING PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries or
its Affiliates who provides services to RECEIVING PARTY and its Subsidiaries
under this Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

      1.    Out of Pocket Costs incurred by or on behalf of RECEIVING PARTY or
            its Subsidiary(s) are charged directly to it and are not part of the
            Services under this Agreement or the payments to be made therefor,
            and are not included in the FIS Costs Cap described in Section 3.1.

      2.    The Direct Employee Compensation of the PROVIDING PARTY Servicing
            Employees shall be allocated to RECEIVING PARTY based on the
            percentage of work time that each such Servicing Employee spends
            in providing the applicable Services to RECEIVING PARTY and its
            Subsidiaries.  Allocations as of the Closing Date will be those
            reflected in the data and results of January 2005, and shall be
            applied to determine the allocations hereunder on a monthly
            basis, with each work time percentage and corresponding
            Departmental Cost percentage to be re-examined and updated (if
            appropriate) at the end of each 6-month period following the
            Closing Date, it being understood that any changes in the


                                       25


            allocations (a) must be pre-approved by a full-time FIS employee
            and (b) shall not affect the FIS Costs Cap.

            By way of example, for a Servicing Employee of PROVIDING PARTY who
            has an annual salary of $50,000, a cash bonus of $20,000, and
            payroll taxes of $10,000 and who spends 40% of his work time on
            providing Services under this Agreement, RECEIVING PARTY would be
            allocated a Direct Employee Compensation cost of $32,000 calculated
            as follows:

            ($50,000 + $20,000 + $10,000) x 40% = $32,000.

      3.    In addition to the Direct Employee Compensation, Departmental Costs
            of each department/cost center of PROVIDING PARTY that has Servicing
            Employees shall be allocated to RECEIVING PARTY based on a
            percentage reflecting the aggregate regular salaries of all of the
            Servicing Employees in that department/cost center, in relation to
            the aggregate regular salaries of all employees in the
            department/cost center, taking into account the percentage of work
            time that each Servicing Employee in the department/cost center
            spends in providing services to RECEIVING PARTY and its Subsidiaries
            hereunder.

            By way of example, assume that in a PROVIDING PARTY department/cost
            center, there are 20 employees, 5 of whom are Servicing Employees
            who each spend 40% of the work time providing services to RECEIVING
            PARTY and its Subsidiaries. If the aggregate regular salaries of the
            20 employees is $500,000, and the aggregate regular salaries of the
            5 Servicing Employees is $300,000, then we determine the portion of
            the Departmental Costs that will be allocated to RECEIVING PARTY as
            follows:

            First, determine the aggregate regular salaries allocable to
            RECEIVING PARTY:

                  $300,000 x 40% = $120,000.

            Then, determine the portion of the Departmental Costs to be
            allocated to RECEIVING PARTY based on the aggregate regular salaries
            percentage:

                  $120,000 / $500,000 = 24%.

            In this example, 24% of the Departmental Costs of this
            department/cost center will be allocated to RECEIVING PARTY.

      4.    Except to the extent otherwise expressly provided herein, for any
            given 6-month period, all Direct Employee Compensation to be
            allocated shall be determined on the basis of the applicable work
            time percentages for the immediately preceding 6-month period,
            except that the Direct Employee Compensation allocations
            applicable on the Closing Date shall be based on the work time
            percentages applicable for the calendar month June 2005.  At the
            end of each 6-month period,


                                       26


            the work time percentages shall be re-examined and the Direct
            Employee Compensation will be re-allocated based on the revised work
            time percentages, if any. For any given 6-month, all Departmental
            Costs to be allocated shall be determined on the basis of the
            applicable aggregate salaries and related percentages for the
            immediately preceding 6-month period, except that the aggregate
            salaries and related percentages applicable on the Closing Date
            shall be based on the work time percentages and aggregate salaries
            applicable for the calendar month January 2005. Without limiting the
            foregoing, the parties acknowledge that although the work time
            percentages and Departmental Cost percentages will be re-examined
            every 6 months, no such re-examination shall increase or decrease
            the FIS Costs Cap, as defined in Section 3.1(c).

      5.    If at any time during the Term of this Agreement RECEIVING PARTY
            terminates or discontinues all or any portion of a Corporate
            Service prior to the end of the Term or if any Corporate Service
            (or portion thereof) automatically terminates, pursuant to
            Section 2.2(b) (hereinafter referred to as a "Discontinued
            Service"), then effective as of the last day of the calendar
            month in which such termination or discontinuation is effective,
            an amount equal to the Adjustment Amount (as herein defined) for
            the Discontinued Service shall be deducted from the FIS Costs Cap
            and such amount shall no longer be owing under this Agreement.
            For purposes of this Agreement, the "Adjustment Amount" for a
            Discontinued Service shall be calculated as follows:

                  (i) if the Discontinued Service is terminated or discontinued
            during fiscal 2005, then the Adjustment Amount for 2005 shall equal
            the annualized actual Allocated Costs and actual Direct Costs
            (determined on the basis of the average monthly costs) attributable
            to such Discontinued Service from January through the calendar month
            immediately preceding the date of such termination or
            discontinuation (hereinafter referred to as the "Annualized 2005
            Cost") less the aggregate amount of actual Allocated Costs and
            actual Direct Costs attributable to such Discontinued Service that
            have been allocated or billed to RECEIVING PARTY through the
            calendar month immediately preceding the date of such termination or
            discontinuation; and, for all subsequent years, shall equal the
            Annualized 2005 Cost; and

                  (ii) if the Discontinued Service is terminated or discontinued
            after fiscal year 2005, then the Adjustment Amount for the fiscal
            year in which the service is terminated or discontinued shall equal
            the aggregate actual Allocated Costs and actual Direct Costs
            attributable to such Discontinued Service for the 12-month period
            (determined on a rolling basis) immediately preceding the date of
            such termination or discontinuation (hereinafter referred to as the
            "Annualized Cost") less (I) the aggregate amount of actual Allocated
            Costs and actual Direct Costs attributable to such Discontinued
            Service that have been allocated or billed to RECEIVING PARTY from
            January of the fiscal year in which the service is terminated or
            discontinued through the calendar month immediately preceding the
            date of such termination or discontinuation, plus (II) the pro rata
            portion of any


                                       27


            increase that would be attributable to the Discontinued Service and
            related Adjustment Amount from any increase in FIS' consolidated
            annual revenues pursuant to Section 3.1(c)(iii)(B)(II) of this
            Agreement; and, for all subsequent years, shall equal the Annualized
            Cost plus the pro rata portion of any increase that would be
            attributable to the Discontinued Service and related Adjustment
            Amount from any increase in FIS' consolidated annual revenues
            pursuant to Section 3.1(c)(iii)(B)(II) of this Agreement;

      it being understood that the parties will jointly review the proposed
      Adjustment Amount so calculated and, in the event that either party
      believes such Adjustment Amount is not appropriate, make reasonable best
      efforts to agree upon an appropriate Adjustment Amount. In the event that
      no agreement can be reached, the Adjustment Amount calculated pursuant to
      subparagraphs (i) or (ii) above will stand.


                                       28


                        FIDELITY NATIONAL FINANCIAL, INC.
                              601 RIVERSIDE AVENUE
                             JACKSONVILLE, FL 32204

                                                  September 27, 2005


Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, FL  32204


      Re:  Corporate Services Agreement dated as of September 27, 2005 between
           Fidelity National Title Group, Inc., as Providing Party, and Fidelity
           National Information Services, Inc., as Receiving Party


Gentlemen:

      Reference is made to the Corporate Services Agreement of even date
herewith (the "CSA") entered into between Fidelity National Title Group, Inc.
("FNT"), as Providing Party, and Fidelity National Information Services, Inc.
("FIS"), as Receiving Party. Capitalized terms not otherwise defined herein have
the meanings ascribed thereto in the CSA.

      Pursuant to the CSA, FNT is obligated to provide certain corporate
services to FIS and its Subsidiaries, either directly or through one of FNT's
Subsidiaries or Affiliates (as defined in the CSA), including Fidelity National
Financial, Inc. ("FNF"), the ultimate parent company of both FNT and FIS. In
particular, there will be certain mergers & acquisitions services and corporate
executive services provided by FNF to FIS and its Subsidiaries through the CSA.

      FNF hereby acknowledges and agrees that it will provide the mergers &
acquisitions services, corporate executive services, and other corporate
services contemplated by the terms of the CSA that are requested by FNT, as the
Providing Party under the CSA.


                                    FIDELITY NATIONAL FINANCIAL, INC.

                                    By    /s/ Todd C. Johnson
                                          ---------------------
                                          Todd C. Johnson
                                          Senior Vice President

                                                                   Exhibit 10.11

                                                                        NOVATION

                      REVERSE CORPORATE SERVICES AGREEMENT

         This Corporate Services Agreement (this "Agreement") is effective as of
September 27, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation ("FNT" or "RECEIVING PARTY"), and
FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation ("FIS" or
"PROVIDING PARTY"). FNT and FIS shall be referred to together in this Agreement
as the "Parties" and individually as a "Party."

         WHEREAS, FIS previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares
of FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

         WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

         WHEREAS, pursuant to the requirements in the Stock Purchase Agreement,
FIS previously entered into a Reverse Corporate Services Agreement dated as of
March 4, 2005 (the "FNF Agreement") with FNF, as the parent company of FNT and
its subsidiaries, for the provision of certain corporate services, as more fully
described herein; and

         WHEREAS, pursuant to an Assignment and Assumption Agreement of even
date herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all
of FNF's rights and obligations under the FNF Agreement; and

         WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the corporate services to be
provided by FIS, as more particularly described herein;

         NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

         1.1 Corporate Services. This Agreement sets forth the terms and
conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various
corporate services and products, as more fully described below and in Schedule
1.1(a) attached hereto (the Scheduled

                                       1



Services, the Omitted Services, the Resumed Services and Special Projects (as
defined below), collectively, the "Corporate Services").

                  (a) PROVIDING PARTY, through its Subsidiaries (as defined
below) and their respective employees, agents or contractors, shall provide or
cause to be provided to RECEIVING PARTY and its Subsidiaries, and at the request
of RECEIVING PARTY, to FNF and its Subsidiaries (excluding for these purposes
FIS and all of its Subsidiaries), all services set forth on Schedule 1.1(a) (the
"Scheduled Services") on and after the Effective Date (with such services to be
provided to the RECEIVING PARTY's Subsidiaries as they become Subsidiaries of
RECEIVING PARTY, and to FNF's Subsidiaries as they become Subsidiaries of FNF,
in each case subject to the exception in clause (ii) of Section 1.2(a)).
RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled
Services or causing the Scheduled Services to be provided as set forth in
Schedule 1.1(a). "Subsidiary" means, with respect to any person, any corporation
or other legal entity of which such person controls or owns, directly or
indirectly, more than fifty percent (50%) of the stock or other equity interest
entitled to vote on the election of the members to the board of directors or
similar governing body. For purposes of this Agreement, the use of the term
"RECEVING PARTY and its Subsidiaries" or "RECEIVING PARTY or its Subsidiaries",
and terms of similar import, shall be deemed to include FNF and its Subsidiaries
(excluding for these purposes FIS and all of its Subsidiaries), so that FNF and
its Subsidiaries (other than FIS and its Subsidiaries) are able to receive
services hereunder from PROVIDING PARTY, as requested by FNF and the RECEIVING
PARTY.

                  (b) PROVIDING PARTY, through its Subsidiaries and their
respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING
PARTY was performing for RECEIVING PARTY and its Subsidiaries as of the
Effective Date that pertain to and are a part of Scheduled Services under
Section 1.1(a) (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, and to FNF's
Subsidiaries as they become Subsidiaries of FNF, subject to the exception in
clause (ii) of Section 1.2(a)), which are not expressly included in the list of
Scheduled Services in Schedule 1.1(a), but are required to conduct the business
of RECEIVING PARTY and its Subsidiaries (the "Omitted Services"), unless
RECEIVING PARTY consents in writing to the termination of such services. Such
Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled
Services, as soon as reasonably practicable after the Effective Date by the
Parties. In the event that RECEIVING PARTY or its Subsidiaries had been
allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for such
Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall
pay to PROVIDING PARTY for providing the Omitted Services or causing the Omitted
Services to be provided hereunder fees equal to the actual fees paid for such
Omitted Services immediately preceding the Effective Date; provided, that
payment of such fees by the RECEIVING PARTY for the Omitted Services provided
hereunder shall be retroactive to the first day of the calendar quarter in which
either Party identifies such services as Omitted Services, but in no event shall
RECEIVING PARTY be required to pay for any Omitted Services provided hereunder
by the PROVIDING PARTY or its Subsidiaries prior to the Effective Date. In the
event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or
otherwise paid PROVIDING PARTY or its Subsidiaries for such Omitted Services
immediately prior to the Effective Date, the Parties shall negotiate in good
faith a fee to be based on the cost of providing such Omitted Services, which

                                       2



shall in no event be less than the Default Fee (as defined below); provided,
that payment of such fees by the RECEIVING PARTY for the Omitted Services
provided hereunder by the RECEIVING PARTY shall be retroactive to the first day
of the calendar quarter in which either the Party identifies such services as
Omitted Services, but in no event shall RECEIVING PARTY be required to pay for
any such Omitted Services provided hereunder by the PROVIDING PARTY or its
Subsidiaries prior to the Effective Date. The "Default Fee" means an amount
equal to one hundred fifty percent (150%) of the salary of each full-time
employee, on an hourly basis, who provides the applicable Corporate Service or
Transition Assistance (as defined in Section 2.3).

                  (c) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been
terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the "Resumed
Services"); provided, that PROVIDING PARTY shall have no obligation to provide a
Resumed Service if providing such Resumed Service will have a material adverse
impact on the other Corporate Services. Schedule 1.1(a) shall from time to time
be amended to reflect the resumption of a Resumed Service and the Resumed
Service shall be set forth thereon as a Scheduled Service.

                  (d) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide additional corporate
services that are not described in the Schedule 1.1(a) and that are neither
Omitted Services nor Resumed Services ("Special Projects"). RECEIVING PARTY
shall submit a written request to PROVIDING PARTY specifying the nature of the
Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

         1.2 Provision of Corporate Services; Excused Performance.

                  (a) To the extent commercially reasonable, the Parties will
work together and begin the process of migrating the Corporate Services from
PROVIDING PARTY to RECEIVING PARTY or one or more of its Subsidiaries or a third
party (at RECEIVING PARTY's direction) such that the completion of the migration
of the Corporate Services from PROVIDING PARTY to RECEIVING PARTY or one or more
of its Subsidiaries or a third party, as the case may be, shall occur prior to
the end of the Term. PROVIDING PARTY shall

                                       3



provide or cause to be provided each of the Corporate Services through the
expiration of the Term, except (i) as automatically modified by earlier
termination of a Corporate Service by RECEIVING PARTY in accordance with this
Agreement, (ii) for Corporate Services to or for the benefit of any entity which
ceases to be a Subsidiary of RECEIVING PARTY (or, if applicable, a Subsidiary of
FNF (other than FIS and its Subsidiaries) prior to the end of the Term, or (iii)
as otherwise agreed to by the Parties in writing.

                  (b) All obligations of PROVIDING PARTY with respect to any one
or more individual Corporate Services or Transition Assistance under this
Agreement shall be excused to the extent and only for so long as a failure by
PROVIDING PARTY with respect thereto is directly attributable to and caused
specifically by a failure by RECEIVING PARTY or any of its Subsidiaries to meet
their obligations (including any performance) under any other Intercompany
Agreement (as defined in the Stock Purchase Agreement) or under the Master
Information Technology Services Agreement dated as of September 27, 2005 by and
between Fidelity Information Services, Inc. and FNT (as novated pursuant to the
Assignment and Assumption Agreement dated as of September 27, 2005 between FNT
and Fidelity National Financial, Inc.).

         1.3 Third Party Vendors; Consents.

                  (a) PROVIDING PARTY shall use its commercially reasonable
efforts to keep and maintain in effect its relationships with its vendors that
are integral to the provision of the Corporate Services. PROVIDING PARTY shall
use commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING
PARTY, and to assist RECEIVING PARTY with the transition to another vendor so
that RECEIVING PARTY may continue to receive similar products and services.

                  (b) PROVIDING PARTY shall not be required to transfer or
assign to RECEIVING PARTY any third party software licenses or any hardware
owned by PROVIDING PARTY or its Subsidiaries in connection with the provision of
the Corporate Services or at the conclusion of the Term.

         1.4 Dispute Resolution.

                  (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto.

                                       4



In furtherance thereof, in the event of any dispute or disagreement (a
"Dispute") between PROVIDING PARTY and RECEIVING PARTY in connection with this
Agreement (including, without limitation, the standards of performance, delay of
performance or non-performance of obligations, or payment or non-payment of fees
hereunder), then the Dispute, upon written request of either Party, will be
referred for resolution to the president (or similar position) of the division
implicated by the matter for each of PROVIDING PARTY and RECEIVING PARTY, which
presidents will have fifteen (15) days to resolve such Dispute. If the
presidents of the relevant divisions for each of PROVIDING PARTY and RECEIVING
PARTY do not agree to a resolution of such Dispute within fifteen (15) days
after the reference of the matter to them, such presidents of the relevant
divisions will refer such matter to the president of each of PROVIDING PARTY and
RECEIVING PARTY for final resolution. Notwithstanding anything to the contrary
in this Section 1.4, any amendment to the terms of this Agreement may only be
effected in accordance with Section 11.10.

                  (b) Arbitration. In the event that the Dispute is not resolved
in a friendly manner as set forth in Section 1.4(a), either Party involved in
the Dispute may submit the dispute to binding arbitration pursuant to this
Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section
1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, unless the Parties involved mutually agree
to utilize an alternate set of rules, in which event all references herein to
the American Arbitration Association shall be deemed modified accordingly.
Expedited rules shall apply regardless of the amount at issue. Arbitration
proceedings hereunder may be initiated by either Party making a written request
to the American Arbitration Association, together with any appropriate filing
fee, at the office of the American Arbitration Association in Orlando, Florida.
All arbitration proceedings shall be held in the city of Jacksonville, Florida
in a location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys' fees)
shall be borne by the Party incurring such costs. The use of any alternative
dispute resolution procedures hereunder will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of either
Party.

                  (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will
prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking
injunctive or interim relief in the event (i) of any actual or threatened breach
of any of the provisions of Article VIII or (ii) that the Dispute relates to, or
involves a claim of, actual or threatened infringement of intellectual property.
All such actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

                                       5



                  (d) Commencement of Dispute Resolution Procedure.
Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and
RECEIVING PARTY, but none of their respective Subsidiaries or affiliates, are
entitled to commence a dispute resolution procedure under this Agreement,
whether pursuant to Article XI, this Section 1.4 or otherwise, and each Party
will cause its respective affiliates not to commence any dispute resolution
procedure other than through such Party as provided in this Section 1.4(d).

                  (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

         1.5 Standard of Services.

                  (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

                  (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

                  (c) If RECEIVING PARTY provides PROVIDING PARTY with written
notice ("Shortfall Notice") of the occurrence of any Significant Service
Shortfall (as defined below), as determined by RECEIVING PARTY in good faith,
PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as
reasonably possible. For purposes of this Section 1.5(c), a "Significant Service
Shortfall" shall be deemed to have occurred if the timing or quality of
performance of Corporate Services provided by PROVIDING PARTY hereunder falls
below the standard required by Section 1.5(a) hereof; provided that PROVIDING
PARTY's obligations under this Agreement shall be relieved to the extent, and
for the duration of, any force majeure event as set forth in Article V.

         1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

         1.7 Ownership of Materials; Results and Proceeds. All data and
information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with
the Corporate Services or the Transition Assistance (as defined in Section 2.3)
(the "RECEIVING PARTY Data"), and all results and proceeds of the Corporate
Services and the Transition Assistance with regard to the RECEIVING PARTY Data,
is and will remain, as between the Parties, the property of the RECEIVING PARTY.
The PROVIDING PARTY shall not and shall not permit its Subsidiaries to use the
RECEIVING PARTY Data for any purpose other than to provide the Corporate
Services or Transition Assistance.

                                       6



                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

         2.1 Term. The term (the "Term") of this Agreement shall commence as of
the date hereof and shall continue until the date on which the last of the
Scheduled Services under this Agreement is terminated or the date on which this
Agreement is terminated by mutual agreement of the Parties, whichever is earlier
(in either case, the "Termination Date"); provided, however, that in no event
shall the Term:

                  (a) expire later than the date that is six (6) months after
(i) any Sale of FIS (as defined below) or any IPO (as defined below) or (ii) the
exercise by the Sponsor Group (as defined in the Stockholders Agreement
hereinafter defined) of exchange rights under Section 4.2 of the Stockholders
Agreement, or

                  (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY (or in the case of FNF, a Subsidiary of FNF) prior
to the end of the Term, from and after the date that such entity ceases to be a
Subsidiary of RECEIVING PARTY (or in the case of FNF, a Subsidiary of FNF).

For purposes of this Agreement, (i) the term "Sale of FIS" means an acquisition
by any Person (within the meaning of Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d)
and 14(d) thereof ("Person")) of Beneficial Ownership (within the meaning of
Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or more of
either the then outstanding shares of FIS common stock (the "Outstanding FIS
Common Stock") or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors (the
"Outstanding FIS Voting Securities"); excluding, however, the following: (A) any
acquisition directly from FIS, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was
itself acquired directly from FIS, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by FIS or a member of the FIS
Group, or (C) any acquisition of Outstanding FIS Common Stock by one or more
Subsidiaries of RECEIVING PARTY or of FNF; (ii) the term "IPO" means an offering
and sale to the public of any shares or equity securities of FIS or any of its
Subsidiaries pursuant to a registration statement in the United States; and
(iii) the term "Stockholders Agreement" means that certain Stockholders
Agreement to be dated on or about March 9, 2005 by and among RECEIVING PARTY and
the holders of its common stock.

         2.2 Termination.

                  (a) If RECEIVING PARTY is not able to complete its transition
of the Corporate Services by the Termination Date, then upon written notice
provided to PROVIDING PARTY at least thirty (30) days prior to the Termination
Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY
to provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

                                       7



                  (b) If RECEIVING PARTY wishes to terminate a Corporate Service
(or a portion thereof) on a date that is earlier than the Termination Date,
RECEIVING PARTY shall provide written notice (the "Termination Notice") to
PROVIDING PARTY of a proposed termination date for such Corporate Service (or
portion thereof), at least ninety (90) days prior to such proposed termination
date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice
to RECEIVING PARTY (the "Termination Dispute Notice") in the event that the
PROVIDING PARTY believes in good faith that, notwithstanding the PROVIDING PARTY
using its commercially reasonable efforts, the requested termination will have a
material adverse impact on other Corporate Services and the scope of such
adverse impact. In such event, the Parties will resolve the dispute in
accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination
Dispute Notice, based on the standards set forth above, within ten (10) days of
the date on which the Termination Notice was received, then, effective on the
termination date proposed by RECEIVING PARTY in its Termination Notice, such
Corporate Service (or portion thereof) shall be discontinued (thereafter, a
"Discontinued Corporate Service") and deemed deleted from the Scheduled Services
to be provided hereunder and thereafter, this Agreement shall be of no further
force and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be
adjusted in accordance therewith and the provisions of Article III.
Notwithstanding anything to the contrary contained herein, at any time that
employees of FIS move to a department within FNT or FNF (an "Employee Shift"), a
proportional portion of the relevant Corporate Service shall be deemed
automatically terminated. If a Corporate Service, or portion thereof, is
terminated as a result of an Employee Shift, then such termination shall take
effect as of the date of the Employee Shift, and the adjustment in Corporate
Service Fees shall also take effect as of the date of the Employee Shift.

                  (c) If all Corporate Services shall have been terminated under
this Section 2.2 prior to the expiration of the Term, then either Party shall
have the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

         2.3 Transition Assistance. In preparation for the discontinuation of
any Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and efficient transition
and/or migration of records to the RECEIVING PARTY or its Subsidiaries (or at
RECEIVING PARTY's direction, to a third party) and responsibilities so as to
minimize any disruption of services ("Transition Assistance"). RECEIVING PARTY
shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the
Transition Assistance as early as is commercially reasonable to do so. Fees for
any Transition Assistance shall be determined in accordance with the calculation
formula and methods applicable to the Scheduled Services that are most similar
in nature to the Transition Assistance being so provided, as set forth on the
applicable section of Schedule 1.1(a).

                                       8



         2.4 Return of Materials. As a Corporate Service or Transition
Assistance is terminated, each Party will return all materials and property
owned by the other Party, including, without limitation, all RECEIVING PARTY
Data, if any, and materials and property of a proprietary nature involving a
Party or its Subsidiaries (or, if applicable, in the case of RECEIVING PARTY,
FNF or its Subsidiaries) relevant to the provision or receipt of that Corporate
Service or Transition Assistance and no longer needed regarding the performance
of other Corporate Services or other Transition Assistance under this Agreement,
and will do so (and will cause its Subsidiaries and if applicable, its
affiliates to do so) within thirty (30) days after the applicable termination.
Upon the end of the Term, each Party will return all material and property of a
proprietary nature involving the other Party or its Subsidiaries (or, if
applicable, its affiliates), in its possession or control (or the possession or
control of an affiliate) within thirty (30) days after the end of the Term. In
addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to
RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on magnetic
media, or such other media as the Parties shall agree upon, to the extent
practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY's
Data, files and records.

                                  ARTICLE III
          COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE SERVICES
                               AND CORPORATE MARKS

         3.1 Compensation for Corporate Services.

                  (a) In accordance with the payment terms described in Section
3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation
for the Corporate Services provided hereunder, all fees as contemplated in
Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

                  (b) Without limiting the foregoing, the parties acknowledge
that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for
its payment of, all Out of Pocket Costs (as defined below); provided, however,
that the incurrence of any liability by RECEIVING PARTY or any of its
Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the
payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on
an annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of
PROVIDING PARTY in connection with Services provided hereunder; and "New Out of
Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that
is not a continuation of services provided to FNT or its Subsidiaries, or to FNF
or its Subsidiaries, in the ordinary course of business consistent with past
practices and for which RECEIVING PARTY had paid or reimbursed a portion thereof
prior to the Effective Date.

         3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING
PARTY on a monthly basis in arrears for Corporate Service Fees, plus the
Transition Assistance Fees, as calculated in accordance with Section 3.1 and
Schedule 1.1(a). In addition, the PROVIDING PARTY shall promptly notify the
RECEIVING PARTY, no more frequently than

                                       9



monthly, of the aggregate amount of Out of Pocket Costs to be reimbursed or
paid. The RECEIVING PARTY shall pay by electronic funds transfer or other method
satisfactory to PROVIDING PARTY and RECEIVING PARTY, in full, the monthly amount
so invoiced and the Out of Pocket Costs incurred, within thirty (30) days after
the date on which the PROVIDING PARTY's monthly invoice or notification of Out
of Pocket Costs, as the case may be, was received. All invoices shall include,
without limitation, the category of applicable Corporate Service or Transition
Assistance Service (as the case may be), a brief description of the Out of
Pocket Costs (if applicable), the billing period, and such other information as
RECEIVING PARTY may reasonably request. Should RECEIVING PARTY dispute any
portion of the amount due on any invoice or require any adjustment to an
invoiced amount, or dispute any Out of Pocket Costs for which it received
notification, then RECEIVING PARTY shall notify PROVIDING PARTY in writing of
the nature and basis of the dispute and/or adjustment as soon as reasonably
possible using, if necessary, the dispute resolution procedures set forth in
Section 1.4. The Parties shall use their reasonable best efforts to resolve the
dispute prior to the payment due date.

         3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and Out of
Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

         4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED, THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO
(OR, IN THE CASE OF THE RECEIVING PARTY, FNF OR A SUBSIDIARY OF FNF).

         4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER;
PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS
REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A
SUBSIDIARY OF THE INDEMNIFIED PARTY (OR IN THE CASE OF THE RECEIVING PARTY, FNF
OR A

                                       10



SUBSIDIARY OF FNF) IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL
CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN
THIS ARTICLE IV.

                                   ARTICLE V
                                  FORCE MAJEURE

         Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its reasonable
control and without its fault or negligence, including, but not limited to, acts
of God, acts of civil or military authority, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes,
hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power
blackouts. Upon the occurrence of a condition described in this Article, the
Party whose performance is prevented shall give written notice to the other
Party, and the Parties shall promptly confer, in good faith, to agree upon
equitable, reasonable action to minimize the impact, on both Parties, of such
conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

         6.1 Notices. Except as otherwise provided under this Agreement
(including Schedule 1.1(a)), all notices, demands or requests which may be given
by any Party to the other Party shall be in writing and shall be deemed to have
been duly given on the date delivered in person, or sent via telefax, or on the
next business day if sent by overnight courier, or on the date of the third
business day after deposit, postage prepaid, in the United States Mail via
Certified Mail return receipt requested, and addressed as set forth below:

         If to RECEIVING PARTY, to:

         Fidelity National Title Group, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

         If to PROVIDING PARTY, to:

         Fidelity National Information Services, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

                                       11



prior to the Sale of FIS (unless such sale is to THL, TPG or their affiliates)
or any IPO, with copies to:

         Thomas H.  Lee Partners, L.P.
         100 Federal Street
         Boston, MA 02110
         Attention: Thomas M.  Hagerty and Seth Lawry
         Facsimile: (617) 227-5514
         and
         Texas Pacific Group
         345 California Street, Suite 3300
         San Francisco, CA 94104
         Attention: Jonathan Coslet and Marshall Haines
         Facsimile: (415) 743-1501

The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                  ARTICLE VII
                                    REMEDIES

         7.1 Remedies Upon Material Breach. In the event of material breach of
any provision of this Agreement by a Party, the non-defaulting Party shall give
the defaulting Party written notice, and:

                  (a) If such breach is for RECEIVING PARTY's non-payment of an
amount that is not in dispute, the defaulting Party shall cure the breach within
thirty (30) calendar days of such notice. If the defaulting Party does not cure
such breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

                  (b) If such breach is for any other material failure to
perform in accordance with this Agreement, the defaulting Party shall cure such
breach within thirty (30) calendar days of the date of such notice. If the
defaulting Party does not cure such breach within such period, then the
defaulting Party shall pay the non-defaulting Party all of the non-defaulting
Party's actual damages, subject to Article IV above.

         7.2 Survival Upon Expiration or Termination. The provisions of Section
1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV
(Limitation of Liability), Article VI (Notices and Demands), this Section 7.2,
Article VIII (Confidentiality), Article X (Indemnification) and Article XI
(Miscellaneous) shall survive the termination or expiration of this Agreement
unless otherwise agreed to in writing by both Parties.

                                       12



                                  ARTICLE VIII
                                 CONFIDENTIALITY

         8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in this Section 8.1 will not restrict
disclosure by a Party pursuant to applicable law, or by order or request of any
court or government agency; provided, that prior to such disclosure the
receiving Party shall (a) immediately give notice to the disclosing Party, (b)
cooperate with the disclosing Party in challenging the right to such access and
(c) only provide such information as is required by law, such order or a final,
non-appealable ruling of a court of proper jurisdiction Confidential Information
of a Party will not be afforded the protection of this Article VIII if such
Confidential Information was (A) developed by the other Party independently as
shown by its written business records regularly kept, (B) rightfully obtained by
the other Party without restriction from a third party, (C) publicly available
other than through the fault or negligence of the other Party or (D) released by
the disclosing Party without restriction to anyone.

         8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING
PARTY acknowledges that, in the course of providing Corporate Services pursuant
to this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is

                                       13



required by a final, non-appealable ruling of a court of proper jurisdiction.
RECEIVING PARTY shall pay all of the cost incurred by PROVIDING PARTY in
complying with the immediately preceding sentence. RECEIVING PARTY has the right
and duty to represent PROVIDING PARTY in such resistance or to select and
compensate counsel to so represent PROVIDING PARTY or to reimburse PROVIDING
PARTY for reasonable attorneys' fees and expenses as such fees and expenses are
incurred in resisting such access. If PROVIDING PARTY is ultimately required,
pursuant to an order of a court of competent jurisdiction, to produce documents,
disclose data, or otherwise act in contravention of the confidentiality
obligations imposed in this Article VIII, or otherwise with respect to
maintaining the confidentiality, proprietary nature, and secrecy of Privileged
Work Product, PROVIDING PARTY is not liable for breach of such obligation to the
extent such liability does not result from failure of PROVIDING PARTY to abide
by the terms of this Article VIII. All Privileged Work Product is the property
of RECEIVING PARTY and will be deemed Confidential Information, except as
specifically authorized in this Agreement or as shall be required by law.

         8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the
other Party full details of the Unauthorized Access and use reasonable efforts
to assist the other Party in investigating or preventing the reoccurrence of any
Unauthorized Access, (c) cooperate with the other Party in any litigation and
investigation against third parties deemed necessary by such Party to protect
its proprietary rights, and (d) use commercially reasonable efforts to prevent a
reoccurrence of any such Unauthorized Access.

         8.4 Publicity. Except as required by law or national stock exchange
rule or as allowed by any Ancillary Agreement, neither Party shall issue any
press release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

         8.5 Data Privacy. (a) Where, in connection with this Agreement,
PROVIDING PARTY processes or stores information about a living individual that
is held in automatically processable form (for example in a computerized
database) or in a structured manual filing system ("Personal Data"), on behalf
of any Subsidiaries of RECEIVING PARTY (or FNF or its Subsidiaries) or their
clients, then PROVIDING PARTY shall implement appropriate measures to protect
those personal data against accidental or unlawful destruction or accidental
loss,

                                       14



alteration, unauthorized disclosure or access and shall use such data solely for
purposes of carrying out its obligations under this Agreement.

                  (b) RECEIVING PARTY may instruct PROVIDING PARTY, where
PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING
PARTY (or FNF or its Subsidiaries), to take such steps to preserve data privacy
in the processing of those Personal Data as are reasonably necessary for the
performance of this Agreement.

                  (c) Subsidiaries of RECEIVING PARTY (or FNF or its
Subsidiaries) may, in connection with this Agreement, collect Personal Data in
relation to PROVIDING PARTY and PROVIDING PARTY's employees, directors and other
officers involved in providing Corporate Services hereunder. Such Personal Data
may be collected from PROVIDING PARTY, its employees, its directors, its
officers, or from other (for example, published) sources; and some limited
personal data may be collected indirectly at RECEIVING PARTY's, or Subsidiaries
of RECEIVING PARTY's (or FNF's or its Subsidiaries'), locations from monitoring
devices or by other means (e.g., telephone logs, closed circuit TV and door
entry systems). Nothing in this Section 8.5(c) obligates PROVIDING PARTY or
PROVIDING PARTY's employees, directors or other officers to provide Personal
Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY (or FNF
or its Subsidiaries, as applicable) may use and disclose any such data disclosed
by PROVIDING PARTY solely for purposes connected with this Agreement and for the
relevant purposes specified in the data privacy policy of the Subsidiary of
RECEIVING PARTY (or of FNF or one of its Subsidiaries, as applicable), a copy of
which is available on request. RECEIVING PARTY will maintain the same level of
protection for Personal Data collected from PROVIDING PARTY (and PROVIDING
PARTY's employees, directors and officers, as appropriate) as RECEIVING PARTY
maintains with its own Personal Data, and will implement appropriate
administrative, physical and technical measures to protect the personal data
collected from PROVIDING PARTY and PROVIDING PARTY's employees, directors and
other officers against accidental or unlawful destruction or accidental loss,
alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE
IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                       15



                                    ARTICLE X
                                 INDEMNIFICATION

         10.1 Indemnification.

                  (a) Subject to Article IV, RECEIVING PARTY will indemnify,
defend and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY,
each of their respective past and present directors, officers, employees,
agents, consultants, advisors, accountants and attorneys ("Representatives"),
and each of their respective successors and assigns (collectively, the
"PROVIDING PARTY Indemnified Parties") from and against any and all Damages (as
defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties
arising or resulting from the provision of Corporate Services hereunder, which
Damages shall be reduced to the extent of:

                           (i) Damages caused or contributed to by PROVIDING
                  PARTY's negligence, willful misconduct or violation or law; or

                           (ii) Damages caused or contributed to by a breach of
                  this Agreement by PROVIDING PARTY.

"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

                  (b) Except as set forth in this Section 10.1(b), PROVIDING
PARTY will have no liability to RECEIVING PARTY for or in connection with any of
the Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, FNF, each Subsidiary of FNF (other than FIS and its
Subsidiaries), each of their respective past and present Representatives, and
each of their respective successors and assigns (collectively, the "RECEIVING
PARTY Indemnified Parties") from and against any and all Damages incurred or
suffered by the RECEIVING PARTY Indemnified Parties arising or resulting from
either of the following:

                           (i) any claim that PROVIDING PARTY's use of the
                  software or other intellectual property used to provide the
                  Corporate Services or Transition Assistance, or any results
                  and proceeds of such Corporate Services or Transition
                  Assistance, infringes, misappropriates or otherwise violates
                  any United States patent, copyright, trademark, trade secret
                  or other intellectual property rights; provided, that such
                  intellectual property indemnity shall not apply to the extent
                  that any such claim arises out of any modification to such
                  software or other intellectual property made by RECEIVING
                  PARTY without PROVIDING PARTY's authorization or
                  participation, or

                                       16



                           (ii) PROVIDING PARTY's gross negligence, willful
                  misconduct, improper use or disclosure of customer information
                  or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

         10.2 Indemnification Procedures.

                  (a) Claim Notice. A Party that seeks indemnity under this
Article X (an "Indemnified Party") will give written notice (a "Claim Notice")
to the Party from whom indemnification is sought (an "Indemnifying Party"),
whether the Damages sought arise from matters solely between the Parties or from
Third Party Claims. The Claim Notice must contain (i) a description and, if
known, estimated amount (the "Claimed Amount") of any Damages incurred or
reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable
explanation of the basis for the Claim Notice to the extent of facts then known
by the Indemnified Party, and (iii) a demand for payment of those Damages. No
delay or deficiency on the part of the Indemnified Party in so notifying the
Indemnifying Party will relieve the Indemnifying Party of any liability for
Damages or obligation hereunder except to the extent of any Damages caused by or
arising out of such failure.

                  (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

                  (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

                  (d) Third Party Claims.

                           (i) In the event that the Indemnified Party receives
                  notice or otherwise learns of the assertion by a person or
                  entity who is not a Party hereto or a Subsidiary of a Party
                  hereto (or, in the case of RECEIVING PARTY, FNF or one of its
                  Subsidiaries) of any claim or the commencement of any action
                  (a "Third-Party Claim") with respect to which the Indemnifying
                  Party may be obligated to

                                       17



                  provide indemnification under this Article X, the Indemnified
                  Party will give written notification to the Indemnifying Party
                  of the Third-Party Claim. Such notification will be given
                  within fifteen (15) days after receipt by the Indemnified
                  Party of notice of such Third-Party Claim, will be accompanied
                  by reasonable supporting documentation submitted by such third
                  party (to the extent then in the possession of the Indemnified
                  Party) and will describe in reasonable detail (to the extent
                  known by the Indemnified Party) the facts constituting the
                  basis for such Third-Party Claim and the amount of the claimed
                  Damages; provided, however, that no delay or deficiency on the
                  part of the Indemnified Party in so notifying the Indemnifying
                  Party will relieve the Indemnifying Party of any liability for
                  Damages or obligation hereunder except to the extent of any
                  Damages caused by or arising out of such failure. Within
                  twenty (20) days after delivery of such notification, the
                  Indemnifying Party may, upon written notice thereof to the
                  Indemnified Party, assume control of the defense of such
                  Third-Party Claim with counsel reasonably satisfactory to the
                  Indemnified Party. During any period in which the Indemnifying
                  Party has not so assumed control of such defense, the
                  Indemnified Party will control such defense.

                           (ii) The Party not controlling such defense (the
                  "Non-controlling Party") may participate therein at its own
                  expense.

                           (iii) The Party controlling such defense (the
                  "Controlling Party") will keep the Non-controlling Party
                  reasonably advised of the status of such Third-Party Claim and
                  the defense thereof and will consider in good faith
                  recommendations made by the Non-controlling Party with respect
                  thereto. The Non-controlling Party will furnish the
                  Controlling Party with such Information as it may have with
                  respect to such Third-Party Claim (including copies of any
                  summons, complaint or other pleading which may have been
                  served on such Party and any written claim, demand, invoice,
                  billing or other document evidencing or asserting the same)
                  and will otherwise cooperate with and assist the Controlling
                  Party in the defense of such Third-Party Claim.

                           (iv) The Indemnifying Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnified Party, which consent will not be unreasonably
                  withheld or delayed; provided, however, that the consent of
                  the Indemnified Party will not be required if (A) the
                  Indemnifying Party agrees in writing to pay any amounts
                  payable pursuant to such settlement or judgment, and (B) such
                  settlement or judgment includes a full, complete and
                  unconditional release of the Indemnified Party from further
                  Liability. The Indemnified Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnifying Party, which consent will not be unreasonably
                  withheld or delayed.

                                       18



                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1 Relationship of the Parties. The Parties declare and agree that
each Party is engaged in a business that is independent from that of the other
Party and each Party shall perform its obligations as an independent contractor.
It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY
are not partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

         11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

                  (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax laws with respect to such persons. FNF
shall be solely responsible for payment of compensation to its employees and, as
between the Parties, for its Subsidiaries' employees and for any injury to them
in the course of their employment. FNF shall assume full responsibility for
payment of all federal, state and local taxes or contributions imposed or
required under unemployment insurance, social security and income tax laws with
respect to such persons. Without limiting the foregoing, RECEIVING PARTY
acknowledges and agrees that, as between the Parties, RECEIVING PARTY shall be
obligated to cause FNF to abide by the terms of this Section 11.2(b) and shall
be liable for any failure by FNF to comply with therewith.

         11.3 Assignment. Neither Party may, in connection with a sale of an
asset to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party, provided, however, that in the event
of a Sale of FIS (as defined in Section 2.1), FIS may assign its interest in
this Agreement without the prior written consent of FNT. All obligations and
duties of a Party under this Agreement shall be binding on all successors in
interest and permitted assigns of such Party. Each Party may use its
Subsidiaries (and in the case of RECEIVING PARTY, may use FNF or its
Subsidiaries) or subcontractors to perform the Corporate Services; provided that
such use shall not relieve such assigning Party of liability for its
responsibilities and obligations.

         11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability

                                       19



shall not affect any other provision of this Agreement, and this Agreement shall
be construed as if such unenforceable provision or provisions had never been
contained herein.

         11.5 Third Party Beneficiaries. The provisions of this Agreement are
for the benefit of the Parties and their affiliates and not for any other
person. However, should any third party institute proceedings, this Agreement
shall not provide any such person with any remedy, claim, liability,
reimbursement, cause of action, or other right.

         11.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, without giving effect to
such State's laws and principles regarding the conflict of laws. Subject to
Section 1.4, if any Dispute arises out of or in connection with this Agreement,
except as expressly contemplated by another provision of this Agreement, the
Parties irrevocably (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Jacksonville, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT
TO TRIAL OR ADJUDICATION BY JURY.

         11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

         11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

         11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings, proposals and
undertakings, with respect to the subject matter hereof.

         11.10 Amendments and Waivers. (a) The Parties may amend this Agreement
only by a written agreement signed by each Party and that identifies itself as
an amendment to this Agreement. No waiver of any provisions of this Agreement
and no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

                  (b) Notwithstanding the foregoing, at any time prior to the
Sale of FIS or any IPO, this Agreement may not be amended without the prior
written consent of THL and TPG if such amendment would: (i) affect the Term of
the Agreement, (ii) affect Section 1.5 (Standard of Services) in any manner
adverse to PROVIDING PARTY, (iii) affect Section 3.1 (Compensation

                                       20



for Corporate Services) in any manner adverse to PROVIDING PARTY, (iv) affect
PROVIDING PARTY's limitation of liability under Article IV (Limitation of
Liability) in any manner adverse to PROVIDING PARTY, (v) affect PROVIDING
PARTY's rights under Article VII (Remedies) upon default by RECEIVING PARTY in
any manner adverse to PROVIDING PARTY, (vi) affect Article X (Indemnification)
in any manner adverse to PROVIDING PARTY, or (x) affect this Section 11.10
(Amendment). For purposes hereof, the term "THL" means Thomas H. Lee Equity Fund
V, L.P. and the term "TPG" means TPG Partners III, L.P. THL and TPG are intended
third party beneficiaries of this Agreement solely with respect to this Section
11.10(b).

         11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

         11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under
this Agreement are exclusive of any applicable taxes required by law to be
collected from the RECEIVING PARTY (including, without limitation, withholding,
sales, use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

                           [signature page to follow]

                                       21



         11.13 Changes in Law. PROVIDING PARTY's obligations to provide
Corporate Services hereunder are to provide such Corporate Services in
accordance with applicable laws as in effect on the date of this Agreement. Each
Party reserves the right to take all actions in order to ensure that the
Corporate Services and Transition Assistance are provided in accordance with any
applicable laws.


         IN WITNESS WHEREOF, the Parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.


                                   PROVIDING PARTY:

                                   FIDELITY NATIONAL INFORMATION SERVICES, INC.


                                   By  /s/ Michael L. Gravelle
                                     ------------------------------------------
                                       Michael L. Gravelle
                                       Senior Vice President


                                   RECEIVING PARTY:

                                   FIDELITY NATIONAL TITLE GROUP, INC.


                                   By  /s/ Raymond R. Quirk
                                     ------------------------------------------
                                       Raymond R. Quirk
                                       Chief Executive Officer

                                       22



                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION

For purposes of this Agreement and the Reverse Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in administrative overhead, and
the other similar costs that are generally characterized as "overhead"', in each
case as allocated to the department/cost center in accordance with PROVIDING
PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.


"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

         1.       Out of Pocket Costs incurred by or on behalf of RECEIVING
                  PARTY or its Subsidiary(s) are charged directly to it and are
                  not part of the Services under this Agreement or the payments
                  to be made therefor.

         2.       The Direct Employee Compensation of the PROVIDING PARTY
                  Servicing Employees shall be allocated to RECEIVING PARTY
                  based on the percentage of work time that each such Servicing
                  Employee spends in providing the applicable Services to
                  RECEIVING PARTY and its Subsidiaries. Allocations as of the
                  Closing Date will be those reflected in the data and results
                  of January 2005, and shall be applied to determine the
                  allocations hereunder on a monthly basis, with each work time
                  percentage and corresponding Departmental Cost percentage to
                  be re-examined and updated (if appropriate) at the end of each
                  6-month period following the Closing Date, it being understood
                  that any changes in the allocations must be pre-approved by
                  the FNT Chief Accounting Officer.

                                       23



                  By way of example, for a Servicing Employee of PROVIDING PARTY
                  who has an annual salary of $50,000, a cash bonus of $20,000,
                  and payroll taxes of $10,000 and who spends 40% of his work
                  time on providing Services under this Agreement, RECEIVING
                  PARTY would be allocated a Direct Employee Compensation cost
                  of $32,000 calculated as follows:

                  ($50,000 + $20,000 + $10,000) x 40% = $32,000.

         3.       In addition to the Direct Employee Compensation, Departmental
                  Costs of each department/cost center of PROVIDING PARTY that
                  has Servicing Employees shall be allocated to RECEIVING PARTY
                  based on a percentage reflecting the aggregate regular
                  salaries of all of the Servicing Employees in that
                  department/cost center, in relation to the aggregate regular
                  salaries of all employees in the department/cost center,
                  taking into account the percentage of work time that each
                  Servicing Employee in the department/cost center spends in
                  providing services to RECEIVING PARTY and its Subsidiaries
                  hereunder.

                  By way of example, assume that in a PROVIDING PARTY
                  department/cost center, there are 20 employees, 5 of whom are
                  Servicing Employees who each spend 40% of the work time
                  providing services to RECEIVING PARTY and its Subsidiaries. If
                  the aggregate regular salaries of the 20 employees is
                  $500,000, and the aggregate regular salaries of the 5
                  Servicing Employees is $300,000, then we determine the portion
                  of the Departmental Costs that will be allocated to RECEIVING
                  PARTY as follows:

                  First, determine the aggregate regular salaries allocable to
                  RECEIVING PARTY:

                           $300,000 x 40% = $120,000.

                  Then, determine the portion of the Departmental Costs to be
                  allocated to RECEIVING PARTY based on the aggregate regular
                  salaries percentage:

                           $120,000 / $500,000 = 24%.

                  In this example, 24% of the Departmental Costs of this
                  department/cost center will be allocated to RECEIVING PARTY.

         4.       Except to the extent otherwise expressly provided herein, for
                  any given 6-month period, all Direct Employee Compensation to
                  be allocated shall be determined on the basis of the
                  applicable work time percentages for the immediately preceding
                  6-month period, except that the Direct Employee Compensation
                  allocations applicable on the Closing Date shall be based on
                  the work time percentages applicable for the calendar month
                  June 2005. At the end of each 6-month period, the work time
                  percentages shall be re-examined and the Direct Employee

                                       24



                  Compensation will be re-allocated based on the revised work
                  time percentages, if any. For any given 6-month, all
                  Departmental Costs to be allocated shall be determined on the
                  basis of the applicable aggregate salaries and related
                  percentages for the immediately preceding 6-month period,
                  except that the aggregate salaries and related percentages
                  applicable on the Closing Date shall be based on the work time
                  percentages and aggregate salaries applicable for the calendar
                  month January 2005.

5. If at any time during the Term of this Agreement RECEIVING PARTY terminates
or discontinues all or any portion of a Corporate Service prior to the end of
the Term or if any Corporate Service (or portion thereof) automatically
terminates, pursuant to Section 2.2(b) (hereinafter referred to as a
"Discontinued Service"), then effective as of the last day of the calendar month
in which such termination or discontinuation is effective, Corporate Services
Fees related to the Discontinued shall no longer be owing under this Agreement.

                                       25

                                                                   Exhibit 10.12


                                                                        NOVATION

                      STARTERS REPOSITORY ACCESS AGREEMENT


This Starters Repository Access Agreement (this "Agreement"), effective as of
September 27, 2005 (the "Effective Date"), between FIDELITY NATIONAL TITLE
GROUP, INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FNT"), for itself on behalf of its
direct and indirect subsidiaries; and FIDELITY NATIONAL INFORMATION SERVICES,
INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FIS"), on behalf of those of its
direct and indirect subsidiaries as are listed on Exhibit A hereto (including
any amended Exhibit A) (each a "Customer" and collectively, the "Customers").
FNT and FIS shall hereinafter be referred to as a "Party" and collectively, as
the "Parties."

                                   WITNESSETH:
      WHEREAS, the Customers wish to have access to certain records and/or data
(the "Starters" as defined below) owned by FNT or its subsidiaries; and

      WHEREAS, FNT is willing to provide such access, subject to the terms
and conditions set forth herein; and

      WHEREAS, FIS previously entered into an FNF Starters Repository Agreement
dated March 4, 2005 (the "FNF Agreement") with Fidelity National Financial,
Inc., a Delaware corporation ("FNF"), as the parent company of FNT and its
subsidiaries, for access to the Starters by the Customers; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the Starters, as more
particularly described herein;

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:

1.    CERTAIN DEFINITIONS.

"Customer" means Property Insight, LLC, a California limited liability company
("PI"), and each user identified on Exhibit A so long as such user is a direct
or indirect subsidiary of FIS; it being understood that, upon 30 days' prior
written notice, FIS may from time to time amend Exhibit A to add one or more of
its other direct or indirect subsidiaries of FIS and such added subsidiary shall
become a "Customer" hereunder effective as of the 30th day after such prior
notice is delivered to FNT.


                                       1

"Issuing Agency Agreement" is an agreement pursuant to which an entity is
designated as a title agent, authorized to write title business for a principal.

"L&Vs" consist of that portion of a Starter record related to the legal
description of the real property and vesting information of the owners thereof.

"L&V Retrieval" means any instance where an L&V is selected by a Customer for
viewing or data retrieval in connection with a particular Starter record. A fee
is incurred, as set forth below, upon each Successful Retrieval.

"Starters" consist of electronic copies of previously issued title products,
which may include policies, commitments, preliminary reports, guarantees and
binders as well as some electronic data elements of the information contained in
such electronic copies.

A "Starter Retrieval" means any instance when a Starter is selected by a
Customer for viewing or data retrieval, which may include an image of the
applicable previously issued title products or any electronic data elements from
such products. A fee is incurred, as set forth below, upon each Successful
Retrieval.

The "Starter Repository" is a database of certain Starters selected by FNT for
inclusion.

A "Successful Retrieval" means: (1) in connection with a L&V Retrieval, the
return of data containing a legal description and vesting in a format generally
recognized in the geographic area where the property is located; (2) in
connection with a Starter Retrieval, the return of a product image and/or data
in a form and containing those elements generally contained on such product in
the geographic area where the property is located.

2.    ACCESS.

      (a) Access. FNT hereby grants to each Customer non-exclusive access to the
Starter Repository, subject to the provisions hereof. Customers may, with
technical information from FNT available on request, create proprietary means of
technical access to the Starter Repository (an "Access Program"), subject
however to compliance with any security protocols or technology that FNT may
reasonably specify. Using such Access Program, Customers may access the Starter
Repository, provided, however, that FNT shall have no duty to pay for, support,
or update any such Access Program. In addition, FNT may from time to time
modify, update or otherwise revise the Starter Repository database structure or
other means of accessing the Starter Repository, provided that in the event of
any of such modification, update or revision, FNT shall provide FIS with
reasonably detailed access specifications so that FIS can create and/or modify
its Access Program, if any. FNT may restrict, or may be restricted from
allowing, a Customer from using certain records and materials in the Starter
Repository. It is understood and agreed that, during the first year of this
Agreement, FNT shall provide access availability to the Starter Repository in a
nature and quality reasonably comparable to the access availability provided by
FNT during the year immediately prior to the execution of this Agreement.

      (b) Format. The data and materials included in the Starter Repository are
maintained in one or more formats or media determined from time to time by FNT
and FNT reserves the


                                       2

right to modify any such format or medium from time to time, subject to the
notification provisions contained in Section 2(d).

      (c) Security. In connection with a Customer's access to the Starter
Repository provided hereunder, FNT may establish identification codes and
password security. In such event, a Customer shall be responsible for choosing
one or more secure passwords and for keeping all passwords secret. In the event
that a Customer becomes aware of a security breach or unauthorized access to the
Starter Repository, such Customer agrees to contact FNT immediately upon
discovering such a breach. Such Customer is responsible for the results of any
unauthorized access caused by such Customer or resulting from such Customer's
failure to maintain appropriate security. In addition, in the event of any such
unauthorized access or security breach by such Customer, the Customer shall be
liable for all costs by FNT incurred as a result thereof, until notice of such a
security breach is given to FNT, unless the Customer can demonstrate that it
took commercially reasonable precautions to secure and safe-keep its access to
the Starter Repository. FNT reserves the right to check the security of Customer
passwords, if password security is implemented. In such event, if a Customer
password is found to be unsecured, FNT shall immediately notify Customer and
work with Customer to implement an appropriate security password. Each Customer
agrees to not (i) attempt to bypass any security mechanisms in place on any FNT
system hosting the Starter Repository, or (ii) use any FNT system or service to
attempt to bypass any security mechanisms in place on any other FNT system,
including, but not limited to, running any password cracking software, or
attempting to access a system that such Customer knows or reasonably should know
it is not authorized to access in the manner or to the extent attempted.

      (d) Systems Changes. It is anticipated that FNT may, during the term of
this Agreement, but without obligation to do so, make certain systems
enhancements in the methods of input, storage or retrieval or make other changes
to the Starter Repository or its databases. It is agreed by each Customer that
FNT will have the right to make enhancements, changes or additions which require
the Customer's use of new methods for access or changes to the Access Program.
FNT agrees to provide advance written notice of any such enhancements, changes
or additions to Customer with as much lead time as possible, but in no event
less than sixty (60) days. FNT will make available any such enhancements,
changes or additions to Customer without additional cost.

3.    FEES AND PAYMENT

      (a) Fees. FIS will pay FNT a fee in the amounts set forth on Exhibit B for
each Successful Retrieval in connection with a Starter Retrieval and L&V
Retrieval by the Customers (the "Starter Retrieval Fee" and the "L&V Retrieval
Fee", respectively, and collectively, the "Access Fees"). The Access Fees do not
include taxes. FIS will pay, or reimburse, FNT for payment of, any applicable
sales, use, personal property or similar taxes and any government charges based
on transactions hereunder, exclusive of corporate income or franchise taxes
based on FNT's net income. FNT may increase the Access Fees for each Starter
Retrieval and L&V Retrieval annually, effective on the anniversary date of this
Agreement, by an amount equal to the percentage amount indicated by the annual
change in the Consumer Price Index for urban wage earners and clerical workers
for the national average as compiled by the U.S. Department of Labor, Bureau of
Labor Statistics ("Index") for the twelve (12) month period most


                                       3

immediately preceding the adjustment date for which such data has been compiled
and (subject to compliance with the amendment provisions set forth in Section
12(g), if applicable) Exhibit B shall be deemed to have been amended as a result
of each such increase.

      (b) Payment. FIS shall provide to FNT, (1) on the fifteenth (15th) day of
each month during the term of this Agreement, an accurate count of the number of
Starter Retrievals and L&V Retrievals made by each Customer during the previous
month and (2) within thirty (30) days of providing such count, payment in full
for such Starter Retrievals and L&V Retrievals contained in the Customer count
based on the Access Fees. FIS agrees that it shall be responsible for payment to
FNT for the number of Starter Retrievals and L&V Retrievals made by each
Customer. FNT shall not be responsible for notifying any Customer about unusual
patterns in the frequency or duration of such access. FNT shall have the right
to receive from each Customer more detailed information regarding the number of
Starter Retrievals and L&V Retrievals in the event that FNT has reason to
believe that the information or number of Starter Retrievals and L&V Retrievals
for a particular period is inaccurate. FIS will be in breach of this Agreement
whenever FIS fails to pay in full any undisputed sum on behalf of any Customer
due to FNT for a period of thirty (30) days after FNT provides written notice of
nonpayment to FIS. To cure that breach, the sum then due, plus a late payment
fee equal to ten percent (10%) of the sum then due (or the maximum rate or
amount allowed by applicable law if less), must be paid by FIS to FNT.

      (c) Audit. FNT shall have the right to audit the records of each Customer,
at the expense of FNT, to verify the correctness of the information provided on
behalf of each Customer regarding the number of Starter Retrievals and L&V
Retrievals and the sums being paid to FNT on behalf of each Customer for such
Starter Retrievals and L&V Retrievals. These audits shall be conducted during
normal business hours so as not to unreasonably interfere with the normal
business operations of such Customer. If the audit discloses that such FIS
under-reported fees to FNT, FIS shall pay promptly such under-reported amount,
together with interest at the rate of ten percent (10%) (or the maximum rate or
amount allowed by applicable law if less). In addition, if such under-reported
amount is in excess of five percent (5%) of the reported amount for the period
covered by the audit, then FIS shall promptly reimburse FNT for its reasonable
audit expenses.

4.    TERM AND TERMINATION

      (a) Term. Unless sooner terminated in accordance with the provisions
hereof, this Agreement shall continue in effect. The obligations under this
Agreement may be terminated by any of the following means:

            (i)   at any time by mutual agreement of the parties hereto, in
                  which event the obligations under this Agreement shall
                  terminate as of the date specified by the parties;

            (ii)  at any time by FNT, if FIS or the Customers breach any
                  material warranty or fails to perform any material obligation
                  hereunder, and such breach is not remedied within 30 days
                  after written notice thereof to FIS, in which event the
                  obligations under this Agreement shall terminate on the 20th


                                       4

                  business day following the expiration of such 30-day cure
                  period; provided that if the breach or default is of a nature
                  that it cannot reasonably be cured within a 30-day period and
                  FIS is actively pursuing a cure in good faith, then no default
                  shall be deemed to have occurred so long as the default is
                  cured as promptly as reasonably possible and in any event
                  prior to the first anniversary of the occurrence of such
                  default;

            (iii) at any time by FIS, if FNT breaches any material warranty or
                  fails to perform any material obligation owing hereunder, and
                  such breach is not remedied within 30 days after written
                  notice thereof to FNT, in which event the obligations under
                  this Agreement shall terminate on the 20th business day
                  following the expiration of such 30-day cure period; provided
                  that if the breach or default is of a nature that it cannot
                  reasonably be cured within a 30-day period and FNT is actively
                  pursuing a cure in good faith, then no default shall be deemed
                  to have occurred so long as the default is cured as promptly
                  as reasonably possible and in any event prior to the first
                  anniversary of the occurrence of such default;

            (iv)  at any time by FNT, if FIS shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (v)   at any time by FIS, if FNT shall admit in writing its
                  inability to, or be generally unable to, pay its debts as
                  such debts become due, or shall (1) apply for or consent to
                  the appointment of, or the taking of possession by, a
                  receiver, custodian, trustee, examiner or liquidator of
                  itself or of all or a substantial part of its property or
                  assets, (2) make a general assignment for the benefit of
                  its creditors, (3) commence a voluntary case under the
                  federal Bankruptcy Code, (4) file a petition seeking to
                  take advantage of any other law relating to bankruptcy,
                  insolvency, reorganization, liquidation, dissolution,
                  arrangement or winding-up, or composition or readjustment
                  of debts, (5) fail to controvert in a timely and
                  appropriate manner, or acquiesce in writing to, any
                  petition filed against it in an involuntary case under the
                  Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event
                  the obligations under this Agreement shall terminate
                  immediately;
                                       5


            (vi)  by FNT, upon 5 years' prior written notice to FIS, which
                  notice may not be delivered prior to the 5th anniversary of
                  the Effective Date;

            (vii) by FIS, upon 5 years' prior written notice to FNT, which
                  notice may not be delivered prior to the 5th anniversary of
                  the Effective Date;

            (viii)at any time by FNT if there has been a change in control of
                  FIS; it being understood, that for purposes of this provision,
                  "change of control" means a reorganization, merger, share (or
                  LLC ownership interest) exchange or consolidation, or sale or
                  other disposition of more than 50% of the LLC ownership
                  interests in, or all or substantially all of the assets or
                  business of, FIS, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the ownership interests of FIS
                  or of the power to vote in the election of directors; or

            (ix)  upon 6 months prior written notice by FNT to FIS if there has
                  been a change in control of FNT; it being understood, that for
                  purposes of this provision, "change of control" means a
                  reorganization, merger, share exchange or consolidation, or
                  sale or other disposition of more than 50% of the voting
                  capital stock in, or all or substantially all of the assets or
                  business of, FNT, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the voting capital stock of FNT
                  or of the power to vote the election of directors.

      (b) Termination. Notwithstanding the above termination, in the event of
termination pursuant to subparagraphs (iii), (vi), (viii) or (ix), Customers
shall continue to receive access to the Starter Repository until such time as
they have found a reasonably acceptable alternative to obtain the same or
substantially similar benefit, but in no event longer than ninety (90) days
after the initial occurrence of an uncured breach, it being understood that
during such period (i) FIS shall continue to pay for such access in accordance
with Section 3, and (ii) FIS will attempt to obtain an alternative means as
quickly as reasonably possible.

5.    OWNERSHIP AND USE

      (a) Ownership. All data, information, images and other materials contained
in the Starter Repository and all programs, databases, specifications, manuals
and documentation relating thereto (including without limitation, compression,
storage, and retrieval techniques and formats and any enhancements made thereto)
are and shall remain the property of FNT or its providers. FIS agrees to treat
and agrees to cause each Customer to treat all proprietary information of FNT as
confidential and agrees to make it available solely to itself, the Customers,
their employees or authorized representatives who have a need to know. Each
Party further agrees not to make copies of the other Party's confidential
information or the confidential information of Customers, and not to obscure or
remove any notice of proprietary rights or confidentiality thereon. Upon
termination of this Agreement, each Party shall return all


                                       6

confidential information of the other Party, and in the case of FNT, the
confidential information of Customers, provided to it pursuant hereto.

FNT warrants that it is the owner of, or has full right to provide access to
each Customer to, all of the records and data contained in the Starter
Repository and all programs, databases, specifications, manuals and
documentation relating thereto (including without limitation, compression,
storage, and retrieval techniques and formats and any enhancements made thereto)
on the terms herein.

      (b) Customer Use. Records and data in the Starter Repository made
available to any Customer under this Agreement are to be used by such Customer
solely in accordance with the terms hereof.

      (c) Use of Information. Except for PI, each Customer shall use records and
data in the Starter Repository only for the purpose of issuing title insurance
and other products in its ordinary course of business. Each Customer (including
PI) shall make no further distribution, by sale, lease or otherwise, of any
access to records and data in the Starter Repository, nor enable any third party
to access or to make use of any such records or data in the Starter Repository
provided to, or accessible by, Customer under this Agreement except in
accordance with Customer's ordinary course of business. For the avoidance of
doubt, PI, from time to time and as part of its ordinary course of business (a)
distributes, sells, and leases individual Starters in connection with individual
real estate search transactions, but does not and will not distribute, sell or
lease Starters in bulk to third parties, and (b) provides access to and makes
use of the records and data in the Starter Repository for third parties as part
of its Titlepoint service framework. FNT shall make no distribution, by sale,
lease or otherwise, of Customer confidential information, if any, nor enable any
third party to access or to make use of any such Customer confidential
information provided to, or accessible by, FNT under this Agreement.

      (d) Nonexclusive Use. The Parties recognize that FNT shall continue to use
the Starters and L&Vs in the usual and ordinary course of business and may
furnish access to Starters and L&Vs, including the same Starters and L&Vs, to
other customers.

      (e) Advertisement of Use or Ownership. During the term of this Agreement,
none of the Customers shall publicize that such Customer owns, possesses or
controls any Starters or L&Vs or has any interest therein except such rights as
are specifically granted to Customer by this Agreement.

      (f) Due Care. Each Customer agrees to exercise due care in accessing the
Starter Repository hereunder so as to prevent the alteration or destruction of
records or data therein. Each Customer agrees that it shall be liable to FNT
(or, if applicable, its providers) for loss or damage related to such alteration
or destruction arising out of (i) a failure to exercise due care or (ii) an
intentional, dishonest or fraudulent act of an employee of Customer.

      (g) Remedy. In the event that a Customer makes any unauthorized copy or
copies of records or data in the Starter Repository, or FNT ceases to provide
access to the Starter Repository or the records and data in the Starter
Repository in accordance with this Agreement, the Parties acknowledge and agree
that: (A) remedies at law will not adequately compensate


                                       7

FNT or FIS, as the case may be; (B) FNT or FIS, as the case may be, may suffer
irreparable harm; and (C) FNT or FIS, as the case may be, shall be entitled, not
only to its damages, but also to seek injunctive relief, without the necessity
of posting bond.

6. WARRANTY EXCLUSION; DISCLAIMERS; LIMITATION OF LIABILITY

THE INPUT AND RETRIEVAL OF THE INFORMATION CONTAINED IN ANY FNT COMPUTER SYSTEM
IS SUBJECT TO THE RISKS OF TEMPORARY INTERRUPTION BY REASON OF EQUIPMENT OR
COMMUNICATIONS FAILURE ARISING OUT OF NUMEROUS CAUSES NOT WHOLLY WITHIN THE
CONTROL OF FNT; FNT IS NOT A GUARANTOR OF AND DOES NOT WARRANT UNINTERRUPTED
ACCESS TO THE STARTERS, THE L&VS, THE STARTER REPOSITORY, THEIR CONTINUITY, OR
SUITABILITY FOR ANY PARTICULAR PURPOSE, FREEDOM FROM ERROR OR CONVEYANCE OF
MALICIOUS COMPUTER CODE.

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, FIS AGREES AND
WILL CAUSE EACH CUSTOMER TO AGREE THAT FNT SHALL INCUR NO LIABILITY TO ANY
CUSTOMER IN THE EVENT OF ANY DAMAGE OR DESTRUCTION TO ANY CUSTOMER COMPUTER
SYSTEM OR THE COMMUNICATIONS NETWORK THROUGH WHICH SUCH CUSTOMER ACCESSES SUCH
COMPUTER SYSTEM, EXCEPT ARISING OUT OF ANY FNT (i) GROSS NEGLIGENCE, (ii)
WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL
INFORMATION, IF ANY, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE
SUBSIDIARY OF A PARTY HERETO. FNT SHALL NOT BE REQUIRED TO RECONSTITUTE, RESTORE
OR RECONSTRUCT ANY COMPUTER SYSTEM DAMAGED BY REASON OF ITS USE IN CONJUNCTION
WITH THE ACCESS PROVIDED HEREUNDER, EXCEPT ARISING OUT OF ANY FNT GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

ACCESS TO THE STARTER REPOSITORY AND ALL INFORMATION OBTAINED THROUGH IT,
WHETHER GENERATED BY FNT OR A PROVIDER, ARE LICENSED TO EACH CUSTOMER "AS IS".
FNT ASSUMES NO DUTY TO CONTINUE TO AUGMENT, CORRECT OR REMOVE ANY INACCURATE
INFORMATION OR NOTIFY CUSTOMERS OF ERRORS IN THE STARTER REPOSITORY. EACH
CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE TANGIBLE AND BUSINESS RESULTS OF
USE AND/OR RELIANCE UPON THE STARTER REPOSITORY AND ANY OTHER FNT PROPERTY.
NEITHER FNT NOR ITS PROVIDERS MAKE ANY IMPLIED WARRANTY OR REPRESENTATION,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY OR COMPLETENESS OF STARTERS, L&VS, STARTER REPOSITORY OR ANY OTHER FNT
PROPERTY MADE AVAILABLE TO ANY CUSTOMER IN TANGIBLE, ELECTRONIC OR OTHER FORM.

DISCLAIMER OF LIABILITIES. EACH PARTY AGREES THAT IN NO EVENT SHALL THE OTHER
PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF THE
OTHER PARTY HAS BEEN ADVISED OF THE


                                       8

POSSIBILITY OF SUCH DAMAGES. NEITHER FNT NOR ANY PROVIDER ASSUMES LIABILITY, AND
SHALL NOT BE HELD LIABLE, TO ANY CUSTOMER OR TO ANY CUSTOMER'S CUSTOMERS OR
INSUREDS, OR TO ANY OTHER PERSON, WHO MAY RELY UPON ANY TITLE POLICY, BINDER,
GUARANTEE, ENDORSEMENT OR OTHER TITLE ASSURANCE, OR ANY STARTERS, ANY L&VS, OR
OTHER FNT PROPERTY PROVIDED OR ACCESSED HEREUNDER (INCLUDING BY REASON OF ERROR
OR OMISSION IN ANY INFORMATION OR RESULTING FROM THE USE OF ANY FNT PROPERTY).

7.    INDEMNITY

FIS shall indemnify and cause each Customer to indemnify and hold FNT harmless
from claims, liability, loss, damage or expense of whatever nature, including
attorney's fees, arising as a result of any claims by third parties alleging or
founded in any manner on any errors or omissions in the records or data
contained in the Starter Repository. If such a claim is asserted, FNT shall
promptly notify FIS and the applicable Customer and, in the event of such
notification, FIS and such Customer may elect to defend FNT in any resulting
action or litigation. FIS and such applicable Customer may use for such purpose
counsel of such FIS' or Customer's choosing, approved in writing by FNT, at FIS'
or the Customer's expense. FIS and such Customer shall also have the right,
whether or not any action or litigation results, to compromise or settle any
monetary claim on behalf of FNT, but at the sole cost of FIS or such Customer.

FNT shall indemnify and hold each Customer harmless from claims, liability,
loss, damage or expense of whatever nature, including attorney's fees, arising
as a result of any claims by third parties alleging or founded in any manner on
the warranties contained in Section 5(a). If such a claim is asserted, such
Customer shall promptly notify FNT and, in the event of such notification, FNT
may elect to defend such Customer in any resulting action or litigation. FNT may
use for such purpose counsel of FNT's choosing, approved in writing by such
Customer, at FNT's expense. FNT shall also have the right, whether or not any
action or litigation results, to compromise or settle any monetary claim on
behalf of such Customer, but at the sole cost of FNT.

In the event that any provider of records or data to the Starter Repository or
other information to FNT fails to deliver (or delays the delivery of) such
material or information, or if any provider materially and adversely modifies
the conditions or cost to FNT of obtaining such material or information, then
FNT, at its option, may suspend or terminate its relationship with such provider
and any obligations to any Customer under this Agreement, upon no less than
thirty (30) days written notice. FNT may contract for an alternate source of the
same or similar records or data for the Starter Repository and, notwithstanding
any contrary provision of this Agreement, increase the applicable fees or
charges upon no less than thirty (30) days written notice, or a combination of
the foregoing. FNT will incur no liability to any Customer with respect to any
action or omission under this Section. In the event that a Customer receives a
notice pursuant to this Section substituting records or data or access thereto
or increasing the price thereof, then FIS may terminate such access if it
notifies FNT within thirty (30) days after receipt of notice from FNT regarding
such data or access thereto.


                                       9

8.    DISPUTE RESOLUTION

      (a) Dispute Resolution. If any Party institutes an action against the
other for breach of this Agreement, either Party may, within sixty (60) days of
service of the complaint in such action upon it, institute arbitration and the
other Party shall cooperate to stay any other proceedings. Any such arbitration
shall be conducted in accordance with the Rules of Commercial Arbitration of the
American Arbitration Association ("AAA"). The arbitration shall be conducted in
Jacksonville, Florida by a single arbitrator knowledgeable about title insurance
and contracts. If the Parties have not agreed to a mutually acceptable
arbitrator within thirty (30) days of the date of the notice to arbitrate, the
arbitrator shall be selected by the AAA from its regularly maintained list of
commercial arbitrators familiar with matters similar to the subject of this
Agreement. The arbitrator shall conduct a single hearing for the purpose of
receiving evidence and shall render a decision within thirty (30) days of the
conclusion of the hearing. The Parties shall be entitled to require production
of documents prior to the hearing in accordance with the procedures of the
Federal Rule of Civil Procedure, shall exchange a list of witnesses, and shall
be entitled to conduct up to five (5) depositions in accordance with the
procedures of the Federal Rules of Civil Procedure. The decision of the
arbitrator shall be binding and final. The arbitrator may award only
compensatory damages, and not exemplary or punitive damages. In the event a
Party asserts multiple claims or causes of action, some but not all of which are
subject to arbitration under law, any and all claims subject to arbitration
shall be submitted to arbitration in accordance with this provision.

      (b) Attorneys' Fees and Costs. Each Party shall bear its own costs,
expenses and attorneys' fees and shall equally bear the costs of the arbitrator.

      (c) Parties to the Dispute. FIS agrees that it alone shall, to the extent
it is legally and reasonably able to do so, institute an action for breach of
this Agreement against FNT on behalf of itself or on behalf of Customers. FIS
shall cause each Customer to agree that FIS shall be the sole entity to
institute an action for breach of this Agreement by FNT.

9.    DISASTER OR OTHER INTERRUPTION OF SERVICE

FNT shall not be held liable for any delay or failure in performance of any part
of this Agreement from any cause beyond its reasonable control and without its
fault or negligence, including, but not limited to, acts of God, acts of civil
or military authority, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, terrorism and power blackouts. Upon the occurrence of a condition
described in this Article that prevents FNT's performance, FNT shall give
written notice to FIS, and the Parties shall promptly confer, in good faith, to
agree upon equitable, reasonable action to minimize the impact, on both Parties,
of such conditions.

10.   COMPETITION

This Agreement shall not operate to deny either Party or the Customers the right
and opportunity to compete with each other, or to compete on an equal basis on
the open market. Nothing contained in this Agreement is to be deemed to make any
Party the agent of the other or to constitute an association, partnership or
joint liability between the Parties. The Parties have no


                                       10

intention or thought to agree between themselves, or even to confer together, as
to underwriting methods, as to fees or premiums to be charged by them to their
customers, or as to any other processes or practices of either Party except as
otherwise stated or prescribed by any Issuing Agency Agreement entered into
between the Parties or, if applicable, their affiliates.

11.   COMPLIANCE BY CUSTOMERS

FIS has the authority to cause and shall cause each other Customer to comply
with the terms of this Agreement.

12.   MISCELLANEOUS

      (a) Interpretation. This Agreement is to be construed under the laws of
the State of Florida. If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement, or their application to any person,
corporation, other business entity, or circumstance is to any extent adjudged
invalid, unenforceable, void or voidable for any reason by a court of competent
jurisdiction, each and all of the remaining terms, provisions, promises,
covenants and conditions of this Agreement and their application to other
persons, corporations, business entities, or circumstances shall not be affected
and shall be valid and enforceable to the fullest extent permitted by law. This
Agreement shall not be construed against the Party preparing it, but shall be
construed as if both Parties prepared this Agreement. The headings of each
section and paragraph are to assist in reference only and are not to be used in
the interpretation of this Agreement. Nothing contained in this Agreement is to
be deemed to constitute an association, partnership or joint liability between
the Parties.

      (b) No Assignment or Transfer. This Agreement cannot be assigned, in whole
or in part, by either Party by operation of law or otherwise, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Any assignment in contravention of this Section shall be void.

      (c) Benefit. This Agreement will be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assigns.
This Agreement is solely for the benefit of the Parties hereto and no third
party will have the right or claim to the benefits afforded either Party
hereunder.

      (d) Compliance with Laws and Regulations. FIS agrees to use and agrees to
cause each Customer to use information received from FNT in compliance with all
applicable Federal, State and local laws and regulations, including without
limitation, Fair Credit Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter
III), as amended from time to time.

      (e) Survival. Following the expiration or termination of this Agreement,
whether by its terms, operation of law or otherwise, all terms, provisions or
conditions required for the interpretation of this Agreement or necessary for
the full observation and performance by each Party hereto of all rights and
obligations arising prior to the date of expiration or termination, shall
survive such expiration or termination.

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and supersedes and
integrates all prior and


                                       11

contemporaneous agreements, representations and understandings of the Parties,
oral and written, pertaining to the subject matter hereof. No waiver of any of
the provisions of this Agreement is to be considered a waiver of any other
provision, whether or not similar, nor is any waiver to constitute a continuing
waiver. No waiver shall be binding unless set forth in a writing executed by the
Party making the waiver. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

      (g) Amendments. Except for (x) any deletion of a Customer from Exhibit A
because the Customer is no longer a direct or indirect subsidiary of FIS (which
deletion and the termination of rights under this Agreement as to that Customer
shall be automatic upon the change of ownership of such Customer), (y) any
annual increases in the fees described in Exhibit B, as expressly permitted
pursuant to Section 3(a), no supplement, modification, or amendment of this
Agreement or any Schedules or Exhibits hereto shall be binding unless executed
in writing by the Parties. Notwithstanding the foregoing, at any time prior to
the Sale of FIS or any IPO (as herein defined), this Agreement may not be
amended without the prior written consent of THL and TPG (as herein defined) if
such amendment would affect the term of this Agreement under Section 4 or FNT's
right to terminate this Agreement pursuant to Section 4, or the rights upon
default by FIS or Customer(s) pursuant to Section 4, or Sections 2, 5 or 7, or
Section 3 or Exhibit B (except for the annual increases expressly authorized by
Section 3), in each case in any manner materially adverse to consolidated
business activities of FIS and its Subsidiaries, on a consolidated basis (the
"FIS Group"), taken as a whole, or FIS Group's costs of doing business, viewed
on a consolidated basis, provided that in no event shall any change to the
exhibits and schedules require such prior written consent unless such change
would materially and adversely affect in any manner FIS Group's consolidated
business activities, taken as a whole, or FIS Group's costs of doing business,
viewed on a consolidated basis, and provided, further, that in no event shall
the amendment provisions set forth in this Section 12(g) be amended or modified
without the consent of THL and TPG. THL and TPG are intended third party
beneficiaries of this Agreement solely with respect to this Section 12(g). For
purposes of this Agreement, (i) "THL" means Thomas H. Lee Equity Fund V, L.P.
and "TPG" means TPG Partners III, L.P.; and (ii) "Sale of FIS or any IPO" means
any of the following: (A) an acquisition by any Person (within the meaning of
Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act
("Beneficial Ownership")) of 50% or more of either the then outstanding shares
of FIS common stock or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors;
excluding, however, the following: (I) any acquisition directly from FIS, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired directly from FIS or (II)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by FIS or a member of the FIS Group, or (B) an offering and sale to
the public of any shares or equity securities of FIS or any of its subsidiaries
pursuant to a registration statement in the United States.

      (h) Schedules. Each of the Schedules, Addenda and Exhibits attached to
this Agreement (initially or by way of amendment) is incorporated herein by
reference as if set forth in full.


                                       12

      (i) Notices. All written notices permitted or required to be given under
this Agreement may be personally delivered to the office of the other Party, or
shipped via a nationally recognized overnight courier service, or mailed to the
office of the other Party by Certified United States Mail, or sent by electronic
mail. Each notice shall be addressed to the address set forth under the Party's
signature. Any notice delivered hereunder will be effective on the date
delivered when delivered personally or by overnight courier, or on the third
business day after mailing if mailed by Certified United States Mail, or on the
date delivered when sent by electronic mail. Either Party may, by written notice
to the other via first class mail, change its address for notices.

      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.


                        FIDELITY NATIONAL TITLE GROUP, INC.


                        By   /s/ Raymond R. Quirk
                          ----------------------------------------
                             Raymond R. Quirk
                             Chief Executive Officer
Address for Notices:
- -------------------
Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, FL  32204
Attn:  President


                        FIDELITY NATIONAL INFORMATION SERVICES, INC.


                        By   /s/ Michael L. Gravelle
                          ----------------------------------------
                             Michael L. Gravelle
                             Senior Vice President
Address for Notices:
- -------------------
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention:  General Counsel


                                       13

                                                                   Exhibit 10.13


                                                                        NOVATION

                     BACK PLANT REPOSITORY ACCESS AGREEMENT

This Back Plant Repository Access Agreement (this "Agreement"), effective as of
September 27, 2005 (the "Effective Date"), between FIDELITY NATIONAL TITLE
GROUP, INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FNT"), for itself on behalf of its
direct and indirect subsidiaries; and FIDELITY NATIONAL INFORMATION SERVICES,
INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FIS"), for itself on behalf of those
of its direct and indirect subsidiaries as are listed on Exhibit A hereto (each
a "Customer" and collectively, the "Customers"). FNT and FIS shall hereinafter
be referred to as a "Party" and collectively, as the "Parties."

                                   WITNESSETH:

      WHEREAS, FNT and its subsidiaries own and maintain a collection
(collectively hereinafter referred to as the "Back Plants") of non-electronic
records, indexes and data, and copies of documents, affecting or purporting to
affect title to real property and other material which are recorded or filed in
the offices of various county recorders and county clerks in the states
indicated on Exhibit B; and

      WHEREAS, the Customers wish to have access, and FNT is willing to provide
such access, to the Back Plants, subject to the terms and conditions set forth
herein; and

      WHEREAS, FIS previously entered into a Back Plant Repository Agreement
dated March 4, 2005 (the "FNF Agreement") with Fidelity National Financial,
Inc., a Delaware corporation ("FNF"), as the parent company of FNT and its
subsidiaries, for access to the Back Plants by the Customers; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the Back Plants, as more
particularly described herein;

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:

1.    CERTAIN DEFINITIONS.

A "Back Plant" or collectively, the "Back Plants" has the meaning set forth
above.


                                       1

A "Customer" means each of FIS and each user identified on Exhibit A hereto so
long as such user is a direct or indirect subsidiary of FIS; it being understood
that, upon 30 days' prior written notice, FIS may from time to time amend
Exhibit A to add one or more of its other direct or indirect subsidiaries of FIS
and such added subsidiary shall become a "Customer" hereunder effective as of
the 30th day after such prior notice is delivered to FNT.

A "Customer Back Plant Retrieval" means any instance when a Back Plant is
accessed by a Customer for viewing, data retrieval and/or copying, which may
include the physical retrieval of microfiche, microfilm, index cards, paper
documents or other media containing information within the Back Plant Documents
as well as the copying thereof.

A "FNT Back Plant Retrieval" means any instance when a Back Plant is accessed by
representatives of FNT or any of its subsidiaries based upon a request by
Customer for data retrieval and/or copying, which may include the physical
retrieval of microfiche, microfilm, index cards, paper documents or other media
containing information within the Back Plant Documents as well as the copying
and forwarding thereof.

An "Issuing Agency Agreement" is an agreement pursuant to which an entity is
designated as a title agent, authorized to write title business for a principal.

2.    ACCESS.

      (a) Access. FNT hereby grants to each Customer non-exclusive access to the
Back Plants of FNT and its subsidiaries in the states indicated on Exhibit B,
subject to the provisions hereof. It is understood and agreed that, during the
first year of this Agreement, FNT shall provide access availability to the Back
Plant Repositories in a nature and quality reasonably comparable to the access
availability provided by FNT on or about the date of this Agreement.

      (b) Format. The data and materials included in the Back Plant Repositories
are generally maintained in non-electronic physical (i.e., "hard copy") formats
or older media systems (such as microfiche). FNT will maintain the Back Plant
Repositories in the same or similar format as is used as of the date of this
Agreement, as modified or updated as determined from time to time by FNT. FNT
reserves the right to modify any such format or medium, or update or replace the
format or medium, from time to time, subject to the reasonable notification
contemporaneous with the implementation of the modification or update.

      (c) Security. In connection with a Customer Back Plant Retrieval
hereunder, FNT may establish security systems, key cards, locks and keys and
other means for securing each of the Back Plants. In such event, a Customer
shall be responsible for (i) maintaining securely the codes, passwords, keys or
other means of access to each Back Plant. In the event of a security breach or
unauthorized access to any Back Plant discovered by a Customer, such Customer
agrees to contact FNT immediately upon discovering such a breach. If the breach
or unauthorized access is caused by, or is the result of security lapses on the
part of, a Customer, such Customer shall be responsible for the results of (and
any costs incurred as a result of) any such unauthorized access until notice of
such a security breach is given to FNT unless the Customer can demonstrate that
it took commercially reasonable precautions to secure and safe-keep its access
to the Back Plant. FNT reserves the right to check the security of Customer


                                       2

access from time to time and if FNT finds that Customer access is unsecure or
could become unsecure, FNT shall immediately notify Customer(s) and work with
Customer(s) to implement an appropriate security access procedure. Each Customer
agrees to not (i) attempt to bypass any security mechanisms in place for any
Back Plant, or (ii) use any FNT system or service to attempt to bypass any
security mechanisms in place on any other FNT system, including, but not limited
to, attempting to access a system that such Customer knows or reasonably should
know it is not authorized to access in the manner or to the extent attempted.

FNT or any applicable Subsidiary may refuse Back Plant access to a
representative of FIS or any Customer for reasonable cause including, without
limitation, use of the Back Plant for purposes not covered by the Agreement,
destroying or vandalizing records, or abuse of personnel or facilities of FNT or
its subsidiaries.

3.    FEES AND PAYMENT

There shall be no fees payable by FIS to FNT for any Customer Back Plant
Retrieval or FNT Back Plant Retrieval by the Customers; provided, however, that
FIS shall pay, or reimburse FNT for the payment of, all out of pocket charges,
costs or expenses that FNT may incur in connection with granting the access to
the FNT Back Plants as contemplated hereby or performing its obligations under
Section 2, including assisting in any Customer Back Plant Retrieval or FNT Back
Plant Retrieval, such as fees payable to local land recording offices or other
search services, and reproduction and transmittal and shipping costs; and
provided, further that FIS shall pay, or reimburse FNT for the payment of, all
sales, use, personal property or other similar taxes or any government charges
imposed on the transactions hereunder, exclusive of corporate income or
franchise taxes based on FNT's net income. All such payments and reimbursements
shall be paid by FIS promptly upon demand from FNT.

4.    TERM AND TERMINATION

      (a) Term. Unless sooner terminated in accordance with the provisions
hereof, this Agreement shall continue in effect. Subject to Section 5(c), the
obligations under this Agreement may be terminated by any of the following means
(each a "Termination Event"):

            (i)   at any time by mutual agreement of the parties hereto, in
                  which event the obligations under this Agreement shall
                  terminate as of the date specified by the parties;

            (ii)  at any time by FNT, if FIS or the Customers breach any
                  material warranty or fails to perform any material obligation
                  hereunder, and such breach is not remedied within 30 days
                  after written notice thereof to FIS that is in default, in
                  which event the obligations under this Agreement shall
                  terminate on the 20th business day following the expiration of
                  such 30-day cure period; provided that if the breach or
                  default is of a nature that it cannot reasonably be cured
                  within a 30-day period and FIS is actively pursuing a cure in
                  good faith, then no default shall be deemed to have occurred
                  so long as the default is cured as promptly as reasonably
                  possible

                                       3

                  and in any event prior to the first anniversary of the
                  occurrence of such default;

            (iii) at any time by FIS, if FNT breaches any material warranty or
                  fails to perform any material obligation owing hereunder, and
                  such breach is not remedied within 30 days after written
                  notice thereof to FNT, in which event the obligations under
                  this Agreement shall terminate on the 20th business day
                  following the expiration of such 30-day cure period; provided
                  that if the breach or default is of a nature that it cannot
                  reasonably be cured within a 30-day period and FNT is actively
                  pursuing a cure in good faith, then no default shall be deemed
                  to have occurred so long as the default is cured as promptly
                  as reasonably possible and in any event prior to the first
                  anniversary of the occurrence of such default;

            (iv)  at any time by FNT, if FIS shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (v)   at any time by FIS, if FNT shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (vi)  (vi) by FNT, upon 5 years' prior written notice to FIS given
                  at any time on or after the 5th anniversary of the Effective
                  Date;

                                       4

            (vii) by FIS, upon 5 years' prior written notice to FNT given at any
                  time on or after the 5th anniversary of the Effective Date;

            (viii) at any time by FNT if there has been a change in control of
                  FIS; it being understood, that for purposes of this provision,
                  "change of control" means a reorganization, merger, share (or
                  LLC ownership interest) exchange or consolidation, or sale or
                  other disposition of more than 50% of the LLC ownership
                  interests in, or all or substantially all of the assets or
                  business of, FIS, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the ownership interests of FIS
                  or of the power to vote in the election of directors; or

            (ix)  upon 6 months prior written notice by FNT to FIS if there has
                  been a change in control of FNT; it being understood, that for
                  purposes of this provision, "change of control" means a
                  reorganization, merger, share exchange or consolidation, or
                  sale or other disposition of more than 50% of the voting
                  capital stock in, or all or substantially all of the assets or
                  business of, FNT, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the voting capital stock of FNT
                  or of the power to vote the election of directors.

      (b) Termination. Notwithstanding the above termination, in the event of a
Termination Event pursuant to subparagraphs (iii), (vi), (viii) or (ix),
Customers shall continue to receive access to the Back Plants until such time as
they have found a reasonably acceptable alternative to obtain the same or
substantially similar benefit, but in no event longer than ninety (90) days
after the later of (x) the date on which the Termination Event occurs or (y) the
date on which the termination is effective (after giving effect to all notice
periods, waiting periods and grace periods expressly provided for herein), it
being understood that during such period (i) FIS shall continue to pay for, or
reimburse FNT its payment of, out of pocket costs and government charges in
accordance with Section 3, and (ii) FIS will attempt to obtain an alternative
means as quickly as reasonably possible.

5.    OWNERSHIP AND USE

      (a) Ownership. All data, information, images and other materials contained
in the Back Plants and all documentation relating thereto are and shall remain
the property of FNT. FIS agrees to treat and agrees to cause each Customer to
treat all proprietary information of FNT as confidential and agrees to make it
available solely to itself, the Customers, their employees or authorized
representatives who have a need to know. Each Party further agrees not to make
copies of the other Party's confidential information or the confidential
information of Customers, and not to obscure or remove any notice of proprietary
rights or confidentiality thereon. Upon termination of this Agreement, each
Party shall return all confidential information of the other Party, and in the
case of FNT, the confidential information of Customers, provided to it pursuant
hereto. FNT warrants that it is the owner of, or has full right to provide
access to each Customer

                                       5

to, all of the records and data contained in the Back Plants and documentation
relating thereto on the terms herein.

      (b) Customer Use of Back Plant and Back Plant Information. Access to the
Back Plants hereunder, and the records and data in the Back Plants made
available to any Customer under this Agreement, are to be used by such Customer
solely in accordance with the terms hereof. Each Customer shall use records and
data in the Back Plants only for the purpose of issuing title insurance and
other products in its ordinary course of business. Each Customer shall make no
further distribution, by sale, lease or otherwise, of any access to records and
data in the Back Plants, nor enable any third party to access or to make use of
any such records or data in the Back Plants provided to, or accessible by,
Customer under this Agreement except in accordance with Customer's ordinary
course of business. FNT shall make no distribution, by sale, lease or otherwise,
of Customer confidential information, if any, nor enable any third party to
access or to make use of any such Customer confidential information provided to,
or accessible by, FNT under this Agreement except in accordance with FNT's
ordinary course of business.

      (c) Closing or Sale of Back Plants. Nothing contained in this Agreement
shall obligate FNT to maintain any Back Plant for any length of time. Without
limiting the foregoing, the parties agree as follows:

            (i)   in the event that FNT (or its applicable subsidiary) has
                  determined (for reasons unrelated to the Back Plants and this
                  Agreement) to close an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, and as part of such closing the related Back
                  Plant will also be closed and no longer available, then, to
                  the extent reasonably possible without incurring significant
                  additional expenditures, the parties will work together to
                  cause FIS and the Customers to obtain access to another FNT
                  Back Plant that can provide substantially similar information
                  to that available under the closing Back Plant Repository.

            (ii)  in the event that FNT (or its applicable subsidiary) has
                  determined (for reasons unrelated to the Back Plants and this
                  Agreement) to close an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, and that it is either (1) not possible, without
                  incurring significant additional expenditures for FIS and the
                  Customers, to obtain access to another FNT Back Plant that can
                  provide substantially similar information to that available
                  under the closing Back Plant or (2) not available from FNT (or
                  any of its applicable subsidiaries), then at the time of the
                  closure of such office, FNT shall allow FIS (or its designee)
                  to physically transfer such Back Plant to a location of FIS or
                  a Customer. During the time such Back Plant is maintained on
                  the premises FIS or a Customer (a) no Access Fees shall be due
                  or payable for retrievals therefrom; and (b) FIS or a Customer
                  shall maintain such Back Plant in the condition existing at
                  the time of the physical transfer. Upon six (6) months written
                  notice, FNT may obtain, at FNT's sole cost and expense, the
                  physical return of such Back Plant and thereafter for any
                  remaining

                                       6

                  term of this Agreement, shall be entitled to any applicable
                  Access Fees hereunder.

            (iii) in the event that FNT (or its applicable subsidiary) has
                  determined to sell an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, then prior to the consummation of such sale, FIS
                  (or its Customer designee) shall be entitled, at its sole cost
                  and expense, to receive from FNT a true, correct and complete
                  copy of the Back Plant being so sold; provided, however, that
                  FIS hereby agrees that it shall not sell, transfer or
                  otherwise dispose of such Back Plant for a period of two years
                  following the date on which the copy was received (other than
                  transfers to wholly-owned subsidiaries of FIS).

      (d) Nonexclusive Use. The Parties recognize that FNT shall continue to use
the Back Plants in the usual and ordinary course of business and may furnish
access to Back Plants, including the same Back Plants, to other customers.

      (e) Advertisement of Use or Ownership. During the term of this Agreement,
none of the Customers shall publicize that such Customer owns, possesses or
controls any Back Plants or has any interest therein except such rights as are
specifically granted to Customer by this Agreement.

      (f) Due Care. Each Customer agrees to exercise due care in accessing the
Back Plants hereunder so as to prevent the alteration or destruction of records
or data therein. Each Customer agrees that it shall be liable to FNT (or, if
applicable, its providers) for loss or damage related to such alteration or
destruction arising out of (i) a failure to exercise due care or (ii) an
intentional, dishonest or fraudulent act of an employee of Customer.

      (g) Remedy. In the event that a Customer makes any unauthorized copy or
copies of records or data in any Back Plant, or FNT ceases to provide access to
the Back Plants or the records and data in the Back Plants in accordance with
this Agreement, the Parties acknowledge and agree that: (A) remedies at law will
not adequately compensate FNT or FIS, as the case may be; (B) FNT or FIS, as the
case may be, may suffer irreparable harm; and (C) FNT or FIS, as the case may
be, shall be entitled, not only to its damages, but also to seek injunctive
relief, without the necessity of posting bond.

6.    WARRANTY EXCLUSION; DISCLAIMERS; LIMITATION OF LIABILITY

      (a) WARRANTY EXCLUSION. ACCESS TO THE BACK PLANTS AND ALL INFORMATION
OBTAINED THROUGH THEM, WHETHER GENERATED BY FNT OR A PROVIDER, ARE LICENSED TO
EACH CUSTOMER "AS IS". FNT ASSUMES NO DUTY TO CONTINUE TO AUGMENT, CORRECT OR
REMOVE ANY INACCURATE INFORMATION OR NOTIFY CUSTOMERS OF ERRORS IN THE BACK
PLANTS. EACH CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE TANGIBLE AND BUSINESS
RESULTS OF USE AND/OR RELIANCE UPON THE BACK PLANTS AND ANY OTHER FNT PROPERTY.
NEITHER FNT NOR ITS PROVIDERS MAKE ANY IMPLIED WARRANTY OR REPRESENTATION,
INCLUDING WARRANTIES OF

                                       7

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF
BACK PLANTS, OR ANY OTHER FNT PROPERTY MADE AVAILABLE TO ANY CUSTOMER.

      (b) DISCLAIMER OF LIABILITIES. EACH PARTY AGREES THAT IN NO EVENT SHALL
THE OTHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER FNT NOR ANY PROVIDER ASSUMES LIABILITY, AND SHALL NOT BE HELD LIABLE, TO
ANY CUSTOMER OR TO ANY CUSTOMER'S CUSTOMERS OR INSUREDS, OR TO ANY OTHER PERSON,
WHO MAY RELY UPON ANY TITLE POLICY, BINDER, GUARANTEE, ENDORSEMENT OR OTHER
TITLE ASSURANCE, OR ANY BACK PLANTS OR OTHER FNT PROPERTY PROVIDED OR ACCESSED
HEREUNDER (INCLUDING BY REASON OF ERROR OR OMISSION IN ANY INFORMATION OR
RESULTING FROM THE USE OF ANY FNT PROPERTY).

7.    INDEMNITY

FIS shall indemnify and cause each Customer to indemnify and hold FNT harmless
from claims, liability, loss, damage or expense of whatever nature, including
attorney's fees, arising as a result of any claims by third parties alleging or
founded in any manner on any errors or omissions in the records or data
contained in the Back Plants. If such a claim is asserted, FNT shall promptly
notify FIS and the applicable Customer and, in the event of such notification,
FIS and such Customer may elect to defend FNT in any resulting action or
litigation. FIS and such applicable Customer may use for such purpose counsel of
such FIS' or Customer's choosing, approved in writing by FNT, at FIS' or the
Customer's expense. FIS and such Customer shall also have the right, whether or
not any action or litigation results, to compromise or settle any monetary claim
on behalf of FNT, but at the sole cost of FIS or such Customer.

FNT shall indemnify and hold each Customer harmless from claims, liability,
loss, damage or expense of whatever nature, including attorney's fees, arising
as a result of any claims by third parties alleging or founded in any manner on
the warranties contained in Section 5(a). If such a claim is asserted, such
Customer shall promptly notify FNT and, in the event of such notification, FNT
may elect to defend such Customer in any resulting action or litigation. FNT may
use for such purpose counsel of FNT's choosing, approved in writing by such
Customer, at FNT's expense. FNT shall also have the right, whether or not any
action or litigation results, to compromise or settle any monetary claim on
behalf of such Customer, but at the sole cost of FNT.

8.    DISPUTE RESOLUTION

      (a) Dispute Resolution. If any Party institutes an action against the
other for breach of this Agreement, either Party may, within sixty (60) days of
service of the complaint in such action upon it, institute arbitration and the
other Party shall cooperate to stay any other proceedings. Any such arbitration
shall be conducted in accordance with the Rules of Commercial Arbitration of the
American Arbitration Association ("AAA"). The arbitration shall be conducted in
Jacksonville, Florida by a single arbitrator knowledgeable about title insurance

                                       8

and contracts. If the Parties have not agreed to a mutually acceptable
arbitrator within thirty (30) days of the date of the notice to arbitrate, the
arbitrator shall be selected by the AAA from its regularly maintained list of
commercial arbitrators familiar with matters similar to the subject of this
Agreement. The arbitrator shall conduct a single hearing for the purpose of
receiving evidence and shall render a decision within thirty (30) days of the
conclusion of the hearing. The Parties shall be entitled to require production
of documents prior to the hearing in accordance with the procedures of the
Federal Rule of Civil Procedure, shall exchange a list of witnesses, and shall
be entitled to conduct up to five (5) depositions in accordance with the
procedures of the Federal Rules of Civil Procedure. The decision of the
arbitrator shall be binding and final. The arbitrator may award only
compensatory damages, and not exemplary or punitive damages. In the event a
Party asserts multiple claims or causes of action, some but not all of which are
subject to arbitration under law, any and all claims subject to arbitration
shall be submitted to arbitration in accordance with this provision.

      (b) Attorneys' Fees and Costs. Each Party shall bear its own costs,
expenses and attorneys' fees and shall equally bear the costs of the arbitrator.

      (c) Parties to the Dispute. FIS agrees that it alone shall, to the extent
it is legally and reasonably able to do so, institute an action for breach of
this Agreement against FNT on behalf of itself or on behalf of Customers. FIS
shall cause each Customer to agree that FIS shall be the sole entity to
institute an action for breach of this Agreement by FNT.

9.    DISASTER OR OTHER INTERRUPTION OF SERVICE

FNT shall not be held liable for any delay or failure in performance of any part
of this Agreement from any cause beyond its reasonable control and without its
fault or negligence, including, but not limited to, acts of God, acts of civil
or military authority, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, terrorism and power blackouts. Upon the occurrence of a condition
described in this Article that prevents FNT's performance, FNT shall give
written notice to FIS, and the Parties shall promptly confer, in good faith, to
agree upon equitable, reasonable action to minimize the impact, on both Parties,
of such conditions.

10.   COMPETITION

This Agreement shall not operate to deny either Party or the Customers the right
and opportunity to compete with each other, or to compete on an equal basis on
the open market. Nothing contained in this Agreement is to be deemed to make any
Party the agent of the other or to constitute an association, partnership or
joint liability between the Parties. The Parties have no intention or thought to
agree between themselves, or even to confer together, as to underwriting
methods, as to fees or premiums to be charged by them to their customers, or as
to any other processes or practices of either Party except as otherwise stated
or prescribed by any Issuing Agency Agreement entered into between the Parties
or, if applicable, their affiliates.


                                       9

11.   COMPLIANCE BY CUSTOMERS

FIS has the authority to cause and shall cause each other Customer to comply
with the terms of this Agreement.

12.   MISCELLANEOUS

      (a) Interpretation. This Agreement is to be construed under the laws of
the State of Florida. If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement, or their application to any person,
corporation, other business entity, or circumstance is to any extent adjudged
invalid, unenforceable, void or voidable for any reason by a court of competent
jurisdiction, each and all of the remaining terms, provisions, promises,
covenants and conditions of this Agreement and their application to other
persons, corporations, business entities, or circumstances shall not be affected
and shall be valid and enforceable to the fullest extent permitted by law. This
Agreement shall not be construed against the Party preparing it, but shall be
construed as if both Parties prepared this Agreement. The headings of each
section and paragraph are to assist in reference only and are not to be used in
the interpretation of this Agreement. Nothing contained in this Agreement is to
be deemed to constitute an association, partnership or joint liability between
the Parties.

      (b) No Assignment or Transfer. This Agreement cannot be assigned, in whole
or in part, by either Party by operation of law or otherwise, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Any assignment in contravention of this Section shall be void.

      (c) Benefit. This Agreement will be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assigns.
This Agreement is solely for the benefit of the Parties hereto and no third
party will have the right or claim to the benefits afforded either Party
hereunder.

      (d) Compliance with Laws and Regulations. FIS agrees to use and agrees to
cause each Customer to use information received from FNT in compliance with all
applicable Federal, State and local laws and regulations, including without
limitation, Fair Credit Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter
III), as amended from time to time.

      (e) Survival. Following the expiration or termination of this Agreement,
whether by its terms, operation of law or otherwise, all terms, provisions or
conditions required for the interpretation of this Agreement or necessary for
the full observation and performance by each Party hereto of all rights and
obligations arising prior to the date of expiration or termination, shall
survive such expiration or termination.

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and supersedes and
integrates all prior and contemporaneous agreements, representations and
understandings of the Parties, oral and written, pertaining to the subject
matter hereof. No waiver of any of the provisions of this Agreement is to be
considered a waiver of any other provision, whether or not similar, nor is any
waiver to constitute a continuing waiver. No waiver shall be binding unless set
forth in a writing

                                       10

executed by the Party making the waiver. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument.

      (g) Amendments. Except for any deletion of a Customer from Exhibit A
because the Customer is no longer a direct or indirect subsidiary of FIS (which
deletion and the termination of rights under this Agreement as to that Customer
shall be automatic upon the change of ownership of such Customer), no
supplement, modification, or amendment of this Agreement or any Schedules or
Exhibits hereto shall be binding unless executed in writing by the Parties.
Notwithstanding the foregoing, at any time prior to the Sale of FIS or any IPO
(as herein defined), this Agreement may not be amended without the prior written
consent of THL and TPG (as herein defined) if such amendment would affect the
term of this Agreement under Section 4 or FNT's right to terminate this
Agreement pursuant to Section 4, or the rights upon default by FIS or
Customer(s) pursuant to Section 4, or Sections 2, 3, 5, 6 or 7, in each case in
any manner materially adverse to FIS Group's consolidated business activities,
taken as a whole, or FIS Group's costs of doing business, viewed on a
consolidated basis, provided that in no event shall any change to the schedules
hereto require such prior written consent unless such change would materially
and adversely affect in any manner FIS Group's consolidated business activities,
taken as a whole, or FIS Group's costs of doing business, viewed on a
consolidated basis, and provided, further, that in no event shall the amendment
provisions set forth in this Section 12(g) be amended or modified without the
consent of THL and TPG. THL and TPG are intended third party beneficiaries of
this Agreement solely with respect to this Section 12(g). For purposes of this
Agreement, (i) "THL" means Thomas H. Lee Equity Fund V, L.P. and "TPG" means TPG
Partners III, L.P.; and (ii) "Sale of FIS or any IPO" means any of the
following: (A) an acquisition by any Person (within the meaning of Section
3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of Beneficial
Ownership (within the meaning of Rule 13d-3 under the Exchange Act ("Beneficial
Ownership")) of 50% or more of either the then outstanding shares of FIS common
stock or the combined voting power of the then outstanding voting securities of
FIS entitled to vote generally in the election of directors; excluding, however,
the following: (I) any acquisition directly from FIS, other than an acquisition
by virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from FIS or (II) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by FIS or a
member of the FIS Group, or (B) an offering and sale to the public of any shares
or equity securities of FIS or any of its subsidiaries pursuant to a
registration statement in the United States.

      (h) Schedules. Each of the Schedules, Addenda and Exhibits attached to
this Agreement (initially or by way of amendment) is incorporated herein by
reference as if set forth in full.



                           [signature page to follow]



                                       11

      (i) Notices. All written notices permitted or required to be given under
this Agreement may be personally delivered to the office of the other Party, or
shipped via a nationally recognized overnight courier service, or mailed to the
office of the other Party by Certified United States Mail, or sent by electronic
mail. Each notice shall be addressed to the address set forth under the Party's
signature. Any notice delivered hereunder will be effective on the date
delivered when delivered personally or by overnight courier, or on the third
business day after mailing if mailed by Certified United States Mail, or on the
date delivered when sent by electronic mail. Either Party may, by written notice
to the other via first class mail, change its address for notices.

      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

                        FIDELITY NATIONAL TITLE GROUP, INC.

                        By    /s/ Raymond R. Quirk
                          ---------------------------------
                              Raymond R. Quirk
                              Chief Executive Officer

Address for Notices:
Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, FL  32204
Attn:  President


                        FIDELITY NATIONAL INFORMATION SERVICES, INC.

                        By    /s/ Michael L. Gravelle
                          ---------------------------------
                              Michael L. Gravelle
                              Senior Vice President

Address for Notices:
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention:  General Counsel




                                       12

                                                                   Exhibit 10.14

                                                                        NOVATION

                         LICENSE AND SERVICES AGREEMENT

         This License and Services Agreement (the "Agreement") is effective as
of September 27, 2005 ("Effective Date") by and between FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation ("FIS"), and FIDELITY
NATIONAL TITLE GROUP, INC, a Delaware corporation ("FNT").

         WHEREAS, FIS previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares
of FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

         WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

         WHEREAS, FIS previously entered into a License and Services Agreement
dated as of March 4, 2005 (the "FNF Agreement") with FNF, as the parent company
of FNT and its subsidiaries, with respect to the use of certain software and the
provision of certain services, as more fully described herein; and

         WHEREAS, pursuant to an Assignment and Assumption Agreement of even
date herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all
of FNF's rights and obligations under the FNF Agreement; and

         WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the license and services to
be provided by FIS, as more particularly described herein;

         NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

 1.      DEFINITIONS.

         As used in this Agreement:

         1.1.     "COMPETITOR" means a natural or legal person offering a
                  product that competes with the LSI Processes.

         1.2.     "DAYS" means calendar days, unless otherwise specified.

         1.3.     "DOCUMENTATION" means FIS' standard documentation describing
                  the LSI Processes.


                                       1

         1.4.     "ESCALATION PROCEDURES" means the procedures set forth in
                  Section 10.2 of this Agreement.

         1.5.     "GEOGRAPHIC AREA" means the counties listed on Exhibit B
                  attached hereto, as amended from time to time pursuant to
                  Section 6.2 hereof.

         1.6.     "LSI PROCESSES" means those business processes indicated on
                  Exhibit A.

         1.7.     "MODIFICATION" means any customization, enhancement,
                  modification or change made to the LSI Processes and
                  Documentation under this Agreement.

         1.8.     "PERMITTED SUBSIDIARIES" has the meaning set forth in Section
                  3.1(a).

         1.9.     "PROPRIETARY INFORMATION" means all information disclosed by
                  or for FNT or FIS to the other during the negotiations hereof
                  and/or learned by reason of the relationship established
                  hereunder or pursuant hereto, including, without limitation,
                  the LSI Processes, Documentation, Modifications and all
                  information, data and designs related thereto. Information
                  relating to each party's business, plans, affiliates or
                  customers shall also be deemed "Proprietary Information" for
                  purposes of the Agreement. "Proprietary Information" shall
                  also include all "non-public personal information" as defined
                  in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section
                  6801, et seq.) and the implementing regulations thereunder
                  (collectively, the "GLB Act"), as the same may be amended from
                  time to time, that FIS receives from or at the direction of
                  FNT and that concerns any of FNT's "customers" and/or
                  "consumers" (as defined in the GLB Act).

         1.10.    "SERVICES" has the meaning set forth in Section 4.1 of this
                  Agreement.

         1.11.    "SUBSIDIARY" means, with respect to any party, any
                  corporation, partnership, company or other entity of which
                  such party controls or owns, directly or indirectly, more than
                  fifty percent (50%) of the stock or other equity interest
                  entitled to vote on the election of the members to the board
                  of directors or similar governing body.

         1.12.    "TERM" has the meaning set forth in Section 6.1 of this
                  Agreement.

 2.      GRANT OF LICENSE.

         2.1.     GRANT. Subject to FNT's full payment, as due, of fees listed
                  in Exhibit D, FIS hereby grants to FNT for the benefit of the
                  Permitted Subsidiaries, and FNT for the benefit of the
                  Permitted Subsidiaries accepts from FIS, a nonexclusive,
                  license (except as otherwise provided for in Section 3 below)
                  for the Term of this Agreement to use the LSI Processes and
                  Documentation for properties with the Geographic Area, subject
                  to the restrictions and obligations set forth herein.

         2.2.     DELIVERY. As requested from time to time, FIS agrees to
                  deliver the LSI Processes and the Documentation to FNT for the
                  benefit of the Permitted Subsidiaries.


                                       2

 3.      LICENSE USE RESTRICTIONS.

         3.1.     RESTRICTIONS ON LSI PROCESSES AND DOCUMENTATION.

                  (a)      FNT may not sell, lease, assign, transfer, distribute
                           or sublicense the LSI Processes or Documentation, to
                           any party, except that the LSI Processes and
                           Documentation may be used for the benefit of the
                           Subsidiaries of FNT indicated on Exhibit C hereof
                           (collectively, the "Permitted Subsidiaries").

                  (b)      FNT will not make copies, or similar versions of the
                           LSI Processes or Documentation or any part thereof
                           without the prior written consent of FIS, except in
                           the process of contemplated use, for administrative,
                           archival or disaster recovery backup, and as
                           expressly provided otherwise herein.

                  (c)      FNT may not provide copies of the LSI Processes or
                           Documentation to any person, firm, or corporation not
                           permitted hereunder except as permitted under
                           Sections 3.1 (a) and (b) above, and except as to
                           FNT's or a Permitted Subsidiary's non-Competitor
                           contractors or subcontractors who have executed
                           nondisclosure terms substantially similar to the
                           confidentiality terms herein.

                  (d)      FNT shall not allow any third party to use or have
                           access to the LSI Processes or Documentation for any
                           purpose without FIS' prior written consent except as
                           permitted under Sections 3.1(a) and (b) above, and
                           except as to FNT's or a Permitted Subsidiary's
                           non-Competitor contractors or subcontractors who have
                           executed nondisclosure terms substantially similar to
                           the confidentiality terms herein.

 4.      SERVICES.

         4.1.     PROVISION OF MANAGEMENT SERVICES. During the Term, and subject
                  to the terms and conditions hereof, FIS shall provide (or
                  cause to be provided) all of the services described in this
                  Section 4 to FNT for the benefit of the Permitted Subsidiaries
                  (individually and collectively, the "Services"). For the
                  avoidance of doubt, the Services are in addition to and not
                  included within the scope of services described in that
                  certain Master Information Technology Services Agreement of
                  even date herewith between Fidelity Information Services, Inc.
                  and FNT.

         4.2.     IMPLEMENTATION AND OVERSIGHT OF THE LSI PROCESSES. FIS agrees
                  to oversee and provide advice to FNT for the benefit of the
                  Permitted Subsidiaries relating to the implementation of the
                  LSI processes including (x) all processes, personnel and
                  support functions of FNT for the benefit of the Permitted
                  Subsidiaries primarily relating to the implementation and use
                  of the LSI Processes, such oversight and advice shall, include
                  without limitation, the consulting services to FNT for the
                  benefit of the Permitted Subsidiaries relating to computer and
                  database systems, the creation of back-up/disaster recovery
                  procedures and sites, and implementation of appropriate
                  architecture. It is understood by the parties that the
                  Services to be provided hereunder include (but are not limited
                  to) infrastructure planning and


                                       3

                  implementation work by FIS for FNT for the benefit of the
                  Permitted Subsidiaries. It is anticipated that FIS may make
                  recommendations to FNT for the benefit of the Permitted
                  Subsidiaries from time to time as to improvements to the LSI
                  Processes or additional processes to supplement the LSI
                  Processes, which recommendation will be considered by FNT for
                  the benefit of the Permitted Subsidiaries.

         4.3.     MAINTENANCE OF CURRENT EQUIPMENT AND SOFTWARE. During the term
                  of this Agreement, FIS shall be responsible for maintaining
                  the computer hardware and software systems utilized by FNT for
                  the benefit of the Permitted Subsidiaries in their
                  implementation and use of the LSI Processes, including,
                  without limitation, all telephone and communication equipment
                  (such as routers, servers, etc.) utilized by FNT for the
                  benefit of the Permitted Subsidiaries (collectively, the "LSI
                  Process Equipment"). FNT for the benefit of the Permitted
                  Subsidiaries shall maintain the LSI Process Equipment in the
                  same condition (ordinary wear and tear excepted) and to the
                  same quality standards as was applicable to the LSI Process
                  Equipment on the effective date of this Agreement. Without
                  limiting the Services to be provided herein, FNT acknowledges
                  that, unless otherwise provided in this Agreement or agreed in
                  writing by the parties, FNT has no ownership right, title or
                  interest in the LSI Processes.

         4.4.     SALES SUPPORT SERVICES AND IMPLEMENTATION OF LSI PROCESSES FOR
                  THIRD PARTY CUSTOMERS. During the Term of this Agreement and
                  consistent with permitted practices under applicable state
                  insurance law, FIS shall provide FNT for the benefit of the
                  Permitted Subsidiaries support in connection with marketing of
                  products and services of FNT for the benefit of the Permitted
                  Subsidiaries that require the use by FNT for the benefit of
                  the Permitted Subsidiaries of any of the LSI Processes or the
                  implementation or integration of the LSI Processes with third
                  party customers of FNT for the benefit of the Permitted
                  Subsidiaries.

 5.      FNT OBLIGATIONS.

         5.1.     EXCLUSIVE USE OF FIS SERVICES. With respect to the LSI
                  Processes that FIS will provide to FNT for the benefit of the
                  Permitted Subsidiaries as of the Effective Date, FNT for the
                  benefit of the Permitted Subsidiaries agrees to use
                  exclusively the LSI Processes and above Services in the
                  Geographic Areas at all times during the Term of this
                  Agreement, subject in all cases to the termination provisions
                  set forth in this Agreement.

         5.2.     ACCESS TO TITLE PLANT. Following the date hereof, if FNT
                  builds or acquires a title plant with respect to a county
                  described in the Geographic Area, FNT agrees to provide access
                  to that plant to FIS on terms no less favorable to FIS than
                  contained in other title plant access agreements between FNT
                  and FIS, but in all cases upon commercially reasonable terms.

 6.      TERM; TERMINATION.

         6.1.     TERM. The term of the Agreement shall commence as of the date
                  hereof and continue until such time as FNT has built or
                  acquired a title plant with respect to all


                                       4

                  counties described in the Geographic Area and provided access
                  to such title plants to FIS on terms acceptable to FIS in all
                  such counties, or FIS has acquired on its own access to title
                  plants with respect to all counties described within the
                  Geographic Area (the "Term").

         6.2.     PARTIAL COUNTY TERMINATION. Notwithstanding any other
                  provision of this Agreement, FIS may upon at least thirty days
                  prior written notice to FNT terminate the license and Services
                  with respect to one or more particular counties described in
                  the Geographic Area after FIS has acquired title plant access
                  from FNT or another third party on terms acceptable to FIS.

         6.3.     TERMINATION. As applicable, the license and Services for a
                  particular county described in the Geographic Area or the
                  Agreement may be terminated prior to the expiration of the
                  Term as follows:

                  (a)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement, may be terminated at any time by mutual
                           agreement of the parties hereto;

                  (b)      the license and Services for one or more particular
                           counties described in the Geographic Area may be
                           terminated at any time by FNT, if FIS breaches any
                           material warranty or fails to perform any material
                           obligation hereunder, in each case, with respect to
                           such county or counties affected, and such breach is
                           not remedied within 30 days after written notice
                           thereof to FIS that is in default, in which event the
                           obligation to provide the license and the Services
                           for such affected county or counties under this
                           Agreement shall terminate on the 20th business day
                           following the expiration of such 30-day cure period;
                           provided that if the breach or default is of a nature
                           that it cannot reasonably be cured within a 30-day
                           period and FIS is actively pursuing a cure in good
                           faith, then no default shall be deemed to have
                           occurred so long as the default is cured as promptly
                           as reasonably possible and in any event prior to the
                           first anniversary of the occurrence of such default;

                  (c)      the license and Services for one or more particular
                           counties described in the Geographic Area may be
                           terminated at any time by FIS, if FNT breaches any
                           material warranty or fails to perform any material
                           obligation owing hereunder, in each case, with
                           respect to the particular county or counties
                           affected, and such breach is not remedied within 30
                           days after written notice thereof to FNT, in which
                           event the obligation to provide the license and the
                           Services for such affected county or counties under
                           this Agreement shall terminate on the 20th business
                           day following the expiration of such 30-day cure
                           period; provided that if the breach or default is of
                           a nature that it cannot reasonably be cured within a
                           30-day period and FNT is actively pursuing a cure in
                           good faith, then no default shall be deemed to have
                           occurred so long as the default is cured as promptly
                           as reasonably possible and in any event prior to the
                           first anniversary of the occurrence of such default;


                                       5

                  (d)      the Agreement may be terminated at any time by FIS,
                           if FNT shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due, or shall (1) apply for or consent to the
                           appointment of, or the taking of possession by, a
                           receiver, custodian, trustee, examiner or liquidator
                           of itself or of all or a substantial part of its
                           property or assets, (2) make a general assignment for
                           the benefit of its creditors, (3) commence a
                           voluntary case under the federal Bankruptcy Code, (4)
                           file a petition seeking to take advantage of any
                           other law relating to bankruptcy, insolvency,
                           reorganization, liquidation, dissolution, arrangement
                           or winding-up, or composition or readjustment of
                           debts, (5) fail to controvert in a timely and
                           appropriate manner, or acquiesce in writing to, any
                           petition filed against it in an involuntary case
                           under the Bankruptcy Code or (6) take any company
                           action for the purpose of effecting any of the
                           foregoing, in which event the obligation to provide
                           the license and the Services under this Agreement
                           shall terminate immediately;

                  (e)      the Agreement may be terminated at any time by FNT,
                           if FIS shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due, or shall (1) apply for or consent to the
                           appointment of, or the taking of possession by, a
                           receiver, custodian, trustee, examiner or liquidator
                           of itself or of all or a substantial part of its
                           property or assets, (2) make a general assignment for
                           the benefit of its creditors, (3) commence a
                           voluntary case under the federal Bankruptcy Code, (4)
                           file a petition seeking to take advantage of any
                           other law relating to bankruptcy, insolvency,
                           reorganization, liquidation, dissolution, arrangement
                           or winding-up, or composition or readjustment of
                           debts, (5) fail to controvert in a timely and
                           appropriate manner, or acquiesce in writing to, any
                           petition filed against it in an involuntary case
                           under the Bankruptcy Code or (6) take any company
                           action for the purpose of effecting any of the
                           foregoing, in which event the obligation to provide
                           the license and the Services under this Agreement
                           shall terminate immediately;

                  (f)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated by FIS, upon 5 years'
                           prior written notice to FNT, which notice may not be
                           delivered prior to the 5th anniversary of the
                           Effective Date;

                  (g)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated by FNT, upon 5 years'
                           prior written notice to FIS, which notice may not be
                           delivered prior to the 5th anniversary of the
                           Effective Date;

                  (h)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated at any time by FNT if
                           there has been a change in control of FIS; it being
                           understood, that for purposes of this provision,
                           "change of control" means a reorganization, merger,
                           share (or LLC ownership interest) exchange or
                           consolidation, or sale or other disposition of more
                           than 50% of the ultimate ownership interests in,


                                       6

                           or all or substantially all of the assets or business
                           of, FIS, other than a transaction in which no person
                           or entity, other than FIS or an entity controlled by
                           FIS, will have beneficial ownership, directly or
                           indirectly, of 50% or more of the ownership interests
                           of FIS or of the power to vote in the election of
                           directors; or

                  (i)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated upon 6 months prior
                           written notice by FIS to FNT if there has been a
                           change in control of FNT; it being understood, that
                           for purposes of this provision, "change of control"
                           means a reorganization, merger, share exchange or
                           consolidation, or sale or other disposition of more
                           than 50% of the voting capital stock in, or all or
                           substantially all of the assets or business of, FNT,
                           other than a transaction in which no person or
                           entity, other than FNT or an entity controlled by
                           FNT, will have beneficial ownership, directly or
                           indirectly, of 50% or more of the voting capital
                           stock of FNT or of the power to vote the election of
                           directors.

         6.4.     SURVIVAL. Notwithstanding anything to the contrary in this
                  Agreement, Section 7, 8, 9, 10, 11, and 16.10 shall survive
                  the expiration or termination of this Agreement

         6.5.     PERMITTED SUBSIDIARY TERMINATION. A license enjoyed by a
                  Permitted Subsidiary of FNT shall terminate without further
                  formality upon such entity's ceasing to be a Subsidiary of
                  FNT.

 7.      INTELLECTUAL PROPERTY RIGHTS.

         7.1.     OWNERSHIP OF LSI PROCESSES AND DOCUMENTATION. From the date
                  the LSI Processes and Documentation is first disclosed to FNT,
                  and at all times thereafter, as between the parties, FIS
                  and/or its Subsidiaries shall be the sole and exclusive owners
                  of all right, title, and interest in and to the LSI Processes,
                  Documentation and all Modification, including, without
                  limitation, all intellectual property and other rights related
                  thereto. The parties acknowledge that this Agreement in no way
                  limits or restricts FIS and the FIS Subsidiaries from
                  developing or marketing on their own or for any third party in
                  the United States or any other country, the LSI Processes,
                  Documentation or Modifications, or any similar processes
                  (including, but not limited to, any modification, enhancement,
                  interface, upgrade, change and all software, source code,
                  blueprints, diagrams, flow charts, specifications, functional
                  descriptions or training materials relating thereto) without
                  payment of any compensation to FNT.

 8.      CONFIDENTIALITY.

         8.1.     CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall
                  be deemed the property of the disclosing party (or the party
                  for whom such data was collected or processed, if any), (ii)
                  shall be used solely for the purposes of administering and
                  otherwise implementing the terms of this Agreement and any
                  ancillary agreements, and (iii) shall be protected by the
                  receiving party in accordance with the terms of this Section.


                                       7

         8.2.     NON-DISCLOSURE COVENANT. Except as set forth in this Section,
                  neither party shall disclose the Proprietary Information of
                  the other party in whole or in part, including derivations, to
                  any third party. If the parties agree to a specific
                  nondisclosure period for a specific document, the disclosing
                  party shall mark the document with that nondisclosure period.
                  In the absence of a specific period, the duty of
                  confidentiality for LSI Processes and Documentation shall
                  extend in perpetuity. Proprietary Information shall be held in
                  confidence by the receiving party and its employees, and shall
                  be disclosed to only those of the receiving party's employees
                  and professional advisors who have a need for it in connection
                  with the administration and implementation of this Agreement.
                  In no event shall FNT disclose FIS Proprietary Information to
                  a Competitor of FIS. Each party shall use the same degree of
                  care and afford the same protections to the Proprietary
                  Information of the other party as it uses and affords to its
                  own Proprietary Information of a similar nature.

         8.3.     EXCEPTIONS. Proprietary Information shall not be deemed
                  proprietary and, subject to the carve-out below, the receiving
                  party shall have no obligation of nondisclosure with respect
                  to any such information which:

                  (a)      is or becomes publicly known through no wrongful act,
                           fault or negligence of the receiving party;

                  (b)      was disclosed to the receiving party by a third party
                           that was free of obligations of confidentiality to
                           the party providing the information;

                  (c)      is approved for release by written authorization of
                           the disclosing party;

                  (d)      was known to the receiving party prior to receipt of
                           the information;

                  (e)      was independently developed by the receiving party
                           without access to or use of the Proprietary
                           Information of the disclosing party; or

                  (f)      is publicly disclosed pursuant to a requirement or
                           request of a governmental agency, or disclosure is
                           required by operation of law.

                  Notwithstanding application of any of the foregoing
                  exceptions, in no event shall FIS treat information comprising
                  nonpublic personal information under the GLB Act as other than
                  Proprietary Information.

         8.4.     CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

                  (a)      The parties acknowledge that this Agreement contains
                           confidential infor-mation that may be considered
                           proprietary by one or both of the parties, and agree
                           to limit distribution of this Agreement to those
                           employees of FNT and FIS with a need to know the
                           contents of this Agreement or as required by law or
                           national stock exchange rule. In no event may this
                           Agreement be reproduced or copies shown to any third
                           parties (except counsel, auditors and professional
                           advisors) without the prior written consent of the
                           other party, except as may be necessary by reason of
                           legal, accounting, tax or regulatory requirements, in
                           which event FNT and FIS agree to exercise reasonable
                           diligence in limiting such disclosure to the minimum
                           necessary under the particular circumstances.


                                       8

                  (b)      In addition, each party shall give notice to the
                           other party of any demands to disclose or provide
                           Proprietary Information of the other party under or
                           pursuant to lawful process prior to disclosing or
                           furnishing such Proprietary Information, and shall
                           cooperate in seeking reasonable protective
                           arrangements.

9.       INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

         9.1.     INVOICING AND PAYMENT REQUIREMENTS. Within 30 days following
                  the end of each month, FNT shall prepare and remit to FIS a
                  schedule showing the fees which it owes FIS under Exhibit D,
                  along with the appropriate payment. FNT shall make all
                  payments to FIS by check, credit card or wire transfer of
                  immediately available funds to an account or accounts
                  designated by FIS. Payment in full shall not preclude later
                  dispute of charges or adjustment of improper payments.

         9.2.     PAST DUE AMOUNTS. Any amount not received or disputed by FIS
                  by the date payment is due shall be subject to interest on the
                  overdue balance at a rate equal to the prime rate as published
                  in the table money rates in the Wall Street Journal on the
                  date of payment (or the prior date on which the Wall Street
                  Journal was published if not published on the date of
                  payment), plus one percent from the due date, until paid,
                  applied to the outstanding balance from time to time. Any
                  amount paid but later deemed not to have been due, will be
                  repaid or credited with interest on the same terms.

         9.3.     CURRENCY. All fees and charges listed and referred to in this
                  Agreement are stated in and shall be paid in U.S. Dollars.

10.      DISPUTE RESOLUTION.

         10.1.    DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of
                  this Agreement or the license granted herein, and prior to
                  notice of termination given by either party to the other, a
                  dispute arises between FIS and FNT with respect to the terms
                  and conditions of this Agreement, or any subject matter
                  governed by this Agreement (other than disputes regarding a
                  party's compliance with the provisions of Sections 3 and/or
                  8), such dispute shall be settled as set forth in this
                  Section. If either party exercises its right to initiate the
                  dispute resolution procedures under this Section, then during
                  such procedure any time periods providing for termination of
                  the Agreement or curing any material breach pursuant to the
                  terms of this Agreement shall be suspended automatically,
                  except with respect to any termination or breach arising out
                  of FNT's failure to make any undisputed timely and complete
                  payments to FIS under this Agreement. At such time as the
                  dispute is resolved, if such dispute involved the payment of
                  monies, interest at a rate equal to the prime rate as
                  published in the table money rates in the Wall Street Journal
                  on the date the dispute is resolved (or the prior date on
                  which the Wall Street Journal was published if not published
                  on the date the dispute was resolved) plus one percent for the
                  period of dispute shall be paid to the party entitled to
                  receive the disputed monies to compensate for the lapsed time
                  between the date such disputed amount originally was to have
                  been paid (or was paid) through the date monies are paid (or
                  repaid) in


                                       9

                  settlement of the dispute. Disputes arising under Sections 3
                  or 8 may be resolved by judicial recourse or in any other
                  manner agreed by the parties.

         10.2.    Escalation Procedures.

                  (a)      Each of the parties shall escalate and negotiate, in
                           good faith, any claim or dispute that has not been
                           satisfactorily resolved between the parties at the
                           level where the issue is discovered and has immediate
                           impact (excluding issues of title to work product,
                           which shall be initially addressed at the general
                           counsel level). To this end, each party shall
                           escalate any and all unresolved disputes or claims in
                           accordance with this Section at any time to persons
                           responsible for the administration of the
                           relationship reflected in this License Agreement. The
                           location, format, frequency, duration and conclusion
                           of these elevated discussions shall be left to the
                           discretion of the representatives involved. If such
                           parties do not resolve the underlying dispute within
                           ten (10) Days of its escalation to them, then either
                           party may notify the other in writing that he/she
                           desires to elevate the dispute or claim to the
                           President of FIS and the President of FNT or their
                           designated representative(s) for resolution.

                  (b)      Upon receipt by a party of a written notice
                           escalating the dispute to the company president
                           level, the President of FIS and the President of FNT
                           or their designated representative(s) shall promptly
                           communicate with his/her counter party, negotiate in
                           good faith and use reasonable efforts to resolve such
                           dispute or claim. The location, format, frequency,
                           duration and conclusion of these elevated discussions
                           shall be left to the discretion of the
                           representatives involved. Upon agreement, such
                           representatives may utilize other alternative dispute
                           resolution procedures to assist in the negotiations.
                           If the parties have not resolved the dispute within
                           ten (10) Days after receipt of the notice elevating
                           the dispute to this level, either may once again
                           escalate the dispute to binding arbitration.

                  (c)      All discussions and correspondence among the
                           representatives for purposes of these negotiations
                           shall be treated as Proprietary Information developed
                           for purposes of settlement, exempt from discovery and
                           production, which shall not be admissible in any
                           subsequent proceedings between the parties. Documents
                           identified in or provided with such communications,
                           which are not prepared for purposes of the
                           negotiations, are not so exempted and may, if
                           otherwise admissible, be admitted in evidence in such
                           subsequent proceeding.

         10.3.    ARBITRATION PROCEDURES. If a claim, controversy or dispute
                  between the parties with respect to the terms and conditions
                  of this Agreement, or any subject matter governed by this
                  Agreement (and not otherwise excepted), has not been timely
                  resolved pursuant to the foregoing escalation process, upon
                  notice either party may initiate binding arbitration of the
                  issue in accordance with the following procedures.


                                       10

                  (a)      Either party may request arbitration by giving the
                           other party written notice to such effect, which
                           notice shall describe, in reasonable detail, the
                           nature of the dispute, controversy or claim. Such
                           arbitration shall be governed by the then current
                           version of the Commercial Arbitration Rules and
                           Mediation Procedures of the American Arbitration
                           Association. The Arbitration will be conducted in
                           Jacksonville, Florida in front of one mutually agreed
                           upon arbitrator.

                  (b)      Each party shall bear its own fees, costs and
                           expenses of the arbitration and its own legal
                           expenses, attorneys' fees and costs of all experts
                           and witnesses. Unless the award provides otherwise,
                           the fees and expenses of the arbitration procedures,
                           including the fees of the arbitrator or arbitrators,
                           will be shared equally by the involved parties.

                  (c)      Any award rendered pursuant to such arbitration shall
                           be final, conclusive and binding upon the parties,
                           and any judgment thereon may be entered and enforced
                           in any court of competent jurisdiction.

11.      LIMITATION OF LIABILITY.

         11.1.    EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
                  MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR
                  BY REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY
                  FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT,
                  TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS
                  AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY'S DIRECT
                  OUT-OFPOCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO
                  CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
                  BY FNT TO FIS UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD
                  IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

         11.2.    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,
                  SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
                  KIND WHATSOEVER OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD
                  PARTIES, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY
                  OF SUCH DAMAGES.

12.      INDEMNIFICATION.

         12.1.    PROPERTY DAMAGE. Subject to Section 11 hereof, each party
                  agrees to indemnify, defend and hold harmless the other and
                  its officers, directors, employees, and affiliates (including,
                  where applicable, the FIS Subsidiaries and FNT Subsidiaries),
                  and agents from any and all liabilities, losses, costs,
                  damages and expenses (including reasonable attorneys' fees)
                  arising from or in connection with the damage, loss (including
                  theft) or destruction of any real property or tangible
                  personal property of the indemnified party resulting from the
                  actions or inactions of any employee, agent


                                       11

                  or subcontractor of the indemnifying party insofar as such
                  damage arises out of or is ancillary to fulfilling its
                  obligations under this Agreement and to the extent such damage
                  is due to any negligence, breach of statutory duty, omission
                  or default of the indemnifying party, its employees, agents or
                  subcontractors.

         12.2.    INFRINGEMENT OF LSI PROCESSES. FIS agrees to defend at its own
                  expense, any claim or action brought by any third party
                  against FNT and/or against its officers, directors, and
                  employees and affiliates, for actual or alleged infringement
                  within the United States of any patent, copyright or other
                  intellectual property right (including, but not limited to,
                  misappropriation of trade secrets) based upon the LSI
                  Processes (except to the extent such infringement claim is
                  caused by FNT-specified Modifications to the LSI Processes
                  which could not have been made in a non-infringing manner) or
                  caused by the combination of LSI Processes with software or
                  hardware provided, specified or approved by FIS ("Indemnified
                  LSI Processes"). FNT, at its sole discretion and cost, may
                  participate in the defense and all negotiations for its
                  settlement or compromise. FIS further agrees to indemnify and
                  hold FNT, its officers, directors, employees and affiliates
                  harmless from and against any and all liabilities, losses,
                  costs, damages, and expenses (including reasonable attorneys'
                  fees) associated with any such claim or action incurred by
                  FNT. FIS shall conduct and control the defense of any such
                  claim or action and negotiations for its settlement or
                  compromise, by the payment of money. FIS shall give FNT, and
                  FNT shall give FIS, as appropriate, prompt written notice of
                  any written threat, warning or notice of any such claim or
                  action against FIS or FNT, as appropriate, or any other user
                  or any supplier of components of the Indemnified LSI
                  Processes, which could have an adverse impact on FNT's use of
                  same, provided FIS or FNT, as appropriate, knows of such claim
                  or action. If in any such suit so defended, all or any part of
                  the Indemnified LSI Processes (or any component thereof) is
                  held to constitute an infringement or violation of any other
                  party's intellectual property rights and is enjoined, FIS
                  shall at its sole option take one or more of the following
                  actions at no additional cost to FNT: (i) procure the right to
                  continue the use of the same without material interruption for
                  FNT; (ii) replace the same with non-infringing software; (iii)
                  modify said Indemnified LSI Processesso as to be
                  non-infringing; or (iv) take back the infringing Indemnified
                  LSI Processes and credit FNT with an amount equal to its
                  prepaid but unused license fees hereunder. The foregoing
                  represents the sole and exclusive remedy of FNT for
                  infringement or alleged infringement.

         12.3.    INFRINGEMENT OF FNT OUT OF SCOPE LICENSE AND SERVICES. FNT
                  agrees to defend at its own expense, any claim or action
                  brought by any third party against FIS and/or against its
                  officers, directors, and employees and affiliates, for actual
                  or alleged infringement within the United States of any
                  patent, copyright or other intellectual property right
                  (including, but not limited to, misappropriation of trade
                  secrets) based upon the FNT services on behalf of the
                  Permitted Subsidiaries in the Geographic Area that are outside
                  the permitted scope of the License and the Services
                  ("Indemnified Out of Scope License and Services"). FIS, at its
                  sole discretion and cost, may participate in the defense and
                  all negotiations for its settlement or compromise. FNT further
                  agrees to indemnify and hold FIS, its officers, directors,
                  employees and affiliates harmless from and against any and all
                  liabilities, losses, costs, damages, and expenses (including
                  reasonable attorneys' fees) associated with any


                                       12

                  such claim or action incurred by FIS. FNT shall conduct and
                  control the defense of any such claim or action and
                  negotiations for its settlement or compromise, by the payment
                  of money. FNT shall give FIS, and FIS shall give FNT, as
                  appropriate, prompt written notice of any written threat,
                  warning or notice of any such claim or action against FNT or
                  FIS, as appropriate, or any other user or any supplier of
                  components of the Indemnified Out of Scope License and
                  Services, provided FNT or FIS, as appropriate, knows of such
                  claim or action. If in any such suit so defended, all or any
                  part of the Indemnified Out of Scope License and Services (or
                  any component thereof) is held to constitute an infringement
                  or violation of any other party's intellectual property rights
                  and is enjoined, FNT shall at its sole option take one or more
                  of the following actions at no additional cost to FIS: (i)
                  procure the right to continue the use of the same without
                  material interruption for FIS; (ii) replace the same with
                  non-infringing software; or (iii) modify said Indemnified Out
                  of Scope License and Services as to be non-infringing. The
                  foregoing represents the sole and exclusive remedy of FNT for
                  infringement or alleged infringement.

         12.4.    DISPUTE RESOLUTION. The provisions of Section 12 shall apply
                  with respect to the submission of any claim for
                  indemnification under this Agreement and the resolution of any
                  disputes relating to such claim.

13.      FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

         13.1.    FORCE MAJEURE.

                  (a)      Neither party shall be held liable for any delay or
                           failure in performance of its obligations under this
                           Agreement from any cause which with the observation
                           of reasonable care, could not have been avoided -
                           which may include, without limitation, acts of civil
                           or military authority, government regulations,
                           government agencies, epidemics, war, terrorist acts,
                           riots, insurrections, fires, explosions, earthquakes,
                           hurricanes, tornadoes, nuclear accidents, floods,
                           power blackouts affecting facilities (the "Affected
                           Performance").

                  (b)      Upon the occurrence of a condition described in
                           Section 13.1(a), the party whose performance is
                           affected shall give written notice to the other party
                           describing the Affected Performance, and the parties
                           shall promptly confer, in good faith, to agree upon
                           equitable, reasonable action to minimize the impact
                           on both parties of such condition, including, without
                           limitation, implementing disaster recovery
                           procedures. The parties agree that the party whose
                           performance is affected shall use commercially
                           reasonable efforts to minimize the delay caused by
                           the force majeure events and recommence the Affected
                           Performance. If the delay caused by the force majeure
                           event lasts for more than fifteen (15) Days, the
                           parties shall negotiate an equitable amendment to
                           this Agreement with respect to the Affected
                           Performance. If the parties are unable to agree upon
                           an equitable amendment within ten (10) Days after
                           such fifteen (15)-Day period has expired, then either
                           party shall be entitled to serve thirty (30) Days'
                           notice of termination on the other party with respect
                           to only such Affected Performance. The remaining
                           portion of the Agreement that does not involve the
                           Affected Performance shall


                                       13

                           continue in full force and effect. FIS shall be
                           entitled to be paid for that portion of the Affected
                           Performance which it completed through the
                           termination date.

         13.2.    TIME OF PERFORMANCE AND INCREASED COSTS. FIS' time of
                  performance under this Agreement shall be adjusted, if and to
                  the extent reasonably necessary, in the event and to the
                  extent that (i) FNT fails to timely submit material data or
                  materials in the prescribed form or in accordance with the
                  requirements of this Agreement, (ii) FNT fails to perform on a
                  timely basis, the material functions or other responsibilities
                  of FNT described in this Agreement, (iii) FNT or any
                  governmental agency authorized to regulate or supervise FNT
                  makes any special request, which is affirmed by FNT and/or
                  compulsory on FIS, which affects FIS' normal performance
                  schedule, or (iv) FNT has modified the LSI Processes,
                  Documentation or Modifications in a manner affecting FIS'
                  burden. In addition, if any of the above events occur, and
                  such event results in an increased cost to FIS, FIS shall
                  estimate such increased costs in writing in advance and, upon
                  FNT's approval, FNT shall be required to pay any and all such
                  reasonable, increased costs to FIS upon documented
                  expenditure, up to 110% of the estimate.

14.      NOTICES.

         14.1.    NOTICES. Except as otherwise provided under this Agreement or
                  in the Exhibits, all notices, demands or requests or other
                  communications required or permitted to be given or delivered
                  under this Agreement shall be in writing and shall be deemed
                  to have been duly given when received by the designated
                  recipient. Written notice may be delivered in person or sent
                  via reputable air courier service and addressed as set forth
                  below:

                  If to FNT:        Fidelity National Title Group, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: President

                  with a copy to:   Fidelity National Title Group, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: General Counsel

                  If to FIS:        Fidelity National Information Services, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: President

                  with a copy to:   Fidelity National Information Services, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: General Counsel


                                       14

         14.2.    CHANGE OF ADDRESS. The address to which such notices, demands,
                  requests, elections or other communications are to be given by
                  either party may be changed by written notice given by such
                  party to the other party pursuant to this Section.

15.      WARRANTIES.

         15.1.    PERFORMANCE OF OBLIGATIONS. Each party represents and warrants
                  to the other that it shall perform its respective obligations
                  under this Agreement, including Exhibits and Schedules, in a
                  professional and workmanlike manner.

         15.2.    COMPLIANCE WITH LAW. FIS warrants that (i) it has the power
                  and corporate authority to enter into and perform this
                  Agreement, (ii) its performance of this Agreement does not and
                  will not violate any governmental law, regulation, rule or
                  order, contract, charter or by-law; (iii) it has sufficient
                  right, title and interest (or another Subsidiary of FIS has or
                  will grant it sufficient license rights) in the LSI Processes
                  to grant the licenses herein granted, and (iv) it has received
                  no written notice of any third party claim or threat of a
                  claim alleging that any part of the LSI Processes infringes
                  the rights of any third party in any of the United States. FNT
                  warrants that (i) it has the power and corporate authority to
                  enter into and perform this Agreement, (ii) its performance of
                  this Agreement does not and will not violate any governmental
                  law, regulation, rule or order, contract, charter or by-law,
                  (iii) it has received no written notice of any third party
                  claim or threat of a claim alleging that any part of the LSI
                  Processes infringes the rights of any third party in the
                  United States.

         15.3.    EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT,
                  NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY
                  KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
                  TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT ALL
                  REPRESENTATIONS AND WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED
                  IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

16.      MISCELLANEOUS.

         16.1.    ASSIGNMENT. Except as set forth herein, neither party may
                  sell, assign, convey, or transfer the licenses granted
                  hereunder or any of such party's rights or interests, or
                  delegate any of its obligations hereunder without the written
                  consent of the other party. Any such consent shall be
                  conditioned upon the understanding that this Agreement shall
                  be binding upon the assigning party's successors and assigns.
                  Either party may assign this Agreement to any Subsidiary that
                  is not a Competitor except that the assigning party shall
                  remain responsible for all obligations under this Agreement
                  including the payment of fees. Notwithstanding anything
                  contained herein to the contrary, FNT may not assign this
                  Agreement to a Competitor.


                                       15

         16.2.    SEVERABILITY. Provided FNT on behalf of the Permitted
                  Subsidiaries retains quiet enjoyment of the LSI Processes, if
                  any one or more of the provisions contained herein shall for
                  any reason be held to be unenforceable in any respect under
                  law, such unenforceability shall not affect any other
                  provision of this Agreement, but this Agreement shall be
                  construed as if such unenforceable provision or provisions had
                  never been contained herein, provided that the removal of such
                  offending term or provision does not materially alter the
                  burdens or benefits of either of the parties under this
                  Agreement or any Exhibit or Schedule, in which case the
                  unenforceable portion shall be replaced by one that reflects
                  the parties original intent as closely as possible while
                  remaining enforceable.

         16.3.    THIRD PARTY BENEFICIARIES. Except as set forth herein, the
                  provisions of this Agreement are for the benefit of the
                  parties and not for any other person. Should any third party
                  institute proceedings, this Agreement shall not provide any
                  such person with any remedy, claim, liability, reimbursement,
                  cause of action, or other right.


         16.4.    GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
                  Agreement will be governed by and construed under the laws of
                  the State of Florida, USA, without regard to principles of
                  conflict of laws. The parties agree that the only circumstance
                  in which disputes between them, not otherwise excepted from
                  the resolution process described in Section 109, will not be
                  subject to the provisions of Section 10 is where a party makes
                  a good faith determination that a breach of the terms of this
                  Agreement by the other party requires prompt and equitable
                  relief. Each of the parties submits to the personal
                  jurisdiction of any state or federal court sitting in
                  Jacksonville, Florida with respect to such judicial
                  proceedings. Each of the parties waives any defense of
                  inconvenient forum to the maintenance of any action or
                  proceeding so brought and waives any bond, surety or to other
                  security that might be required of any party with respect
                  thereto. Any party may make service on the other party by
                  sending or delivering a copy of the process to the party to be
                  served at the address set forth in Section 14.1 above. Nothing
                  in this Section, however, shall affect the right of any party
                  to serve legal process in any other manner permitted by law or
                  in equity. Each party agrees that a final judgment in any
                  action or proceeding so brought shall be conclusive and may be
                  enforced by suit on the judgment or in any other manner
                  provided by law or in equity.

         16.5.    EXECUTED IN COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which shall be an original, but such
                  counterparts shall together constitute but one and the same
                  document.

         16.6.    CONSTRUCTION. The headings and numbering of sections in this
                  Agreement are for convenience only and shall not be construed
                  to define or limit any of the terms or affect the scope,
                  meaning or interpretation of this Agreement or the particular
                  section to which they relate. This Agreement and the
                  provisions contained herein shall not be construed or
                  interpreted for or against any party because that party
                  drafted or caused its legal representative to draft any of its
                  provisions.


                                       16

         16.7.    ENTIRE AGREEMENT. This Agreement, including the Exhibits and
                  Schedules attached hereto and the agreements referenced herein
                  constitute the entire agreement between the parties, and
                  supersedes all prior oral or written agreements,
                  representations, statements, negotiations, understandings,
                  proposals, marketing brochures, correspondence and
                  undertakings related thereto.

         16.8.    AMENDMENTS AND WAIVERS. This Agreement may be amended only by
                  written agreement signed by duly authorized representatives of
                  each party. No waiver of any provisions of this Agreement and
                  no consent to any default under this Agreement shall be
                  effective unless the same shall be in writing and signed by or
                  on behalf of both parties. No course of dealing or failure of
                  any party to strictly enforce any term, right or condition of
                  this Agreement shall be construed as a waiver of such term,
                  right or condition. Waiver by either party of any default by
                  the other party shall not be deemed a waiver of any other
                  default. Notwithstanding the foregoing, at any time prior to
                  the Sale of FIS or any offering and sale to the public of any
                  shares or equity securities of FIS or any of its Subsidiaries
                  pursuant to a registration statement in the United States,
                  this Agreement may not be amended without the prior written
                  consent of Thomas H. Lee Equity Fund V, L.P. ("THL") and TPG
                  Partners III, L.P. ("TPG") if such amendment would affect
                  Sections 2.1, 3, 4, 5, 6, 7, 12, and 16.10, Exhibit D either
                  party's limitation of liability, FIS' right to terminate or
                  rights upon default by FNT or a FNT Subsidiary or this Section
                  16.8, in any manner materially adverse to the consolidated
                  business activities of the FIS Group (defined below), taken as
                  a whole, or FIS Group's costs of doing business, viewed on a
                  consolidated basis, provided that in no event shall any change
                  to Exhibits A, B, and C hereto require such prior written
                  consent unless such change would materially and adversely
                  affect in any manner FIS Group's consolidated business
                  activities, taken as a whole, or FIS Group's costs of doing
                  business, viewed on a consolidated basis. THL and TPG are
                  intended third party beneficiaries of this Agreement solely
                  with respect to this Section 16.8. "FIS Group" means FIS,
                  Subsidiaries of FIS, and each Person (defined below) that FIS
                  directly or indirectly controls (within the meaning of the
                  Securities Act) immediately after the Effective Date, and each
                  other Person that becomes an Affiliate of FIS after the
                  Effective Date. "Person" means an individual, a partnership, a
                  corporation, a limited liability company, an association, a
                  joint stock company, a trust, a joint venture, an
                  unincorporated organization, a governmental entity or any
                  department, agency, or political subdivision thereof.

         16.9.    REMEDIES CUMULATIVE. Unless otherwise provided for under this
                  Agreement, all rights of termination or cancellation, or other
                  remedies set forth in this Agreement, are cumulative and are
                  not intended to be exclusive of other remedies to which the
                  injured party may be entitled by law or equity in case of any
                  breach or threatened breach by the other party of any
                  provision in this Agreement. Use of one or more remedies shall
                  not bar use of any other remedy for the purpose of enforcing
                  any provision of this Agreement.

         16.10.   TAXES. All charges and fees to be paid under this Agreement
                  are exclusive of any applicable sales, use, service or similar
                  tax which may be assessed currently or in the future on the
                  LSI Processes or related services provided under this
                  Agreement. If a sales, use, services or a similar tax is
                  assessed on the LSI Processes or related services


                                       17

                  provided to FNT for the benefit of the Permitted Subsidiaries
                  under this Agreement, FNT will pay directly, reimburse or
                  indemnify FIS for such taxes as well as any applicable
                  interest and penalties. FNT shall pay such taxes in addition
                  to the sums otherwise due under this Agreement. FIS shall, to
                  the extent it is aware of taxes, itemize them on a proper VAT,
                  GST or other invoice submitted pursuant to this Agreement. All
                  property, employment and income taxes based on the assets,
                  employees and net income, respectively, of FIS shall be FIS'
                  sole responsibility. The parties will cooperate with each
                  other in determining the extent to which any tax is due and
                  owing under the circumstances and shall provide and make
                  available to each other any withholding certificates,
                  information regarding the location of use of the LSI Processes
                  or provision of the services or sale and any other exemption
                  certificates or information reasonably requested by either
                  party.

         16.11.   PRESS RELEASES. The parties shall consult with each other in
                  preparing any press release, public announcement, news media
                  response or other form of release of information concerning
                  this Agreement or the transactions contemplated hereby that is
                  intended to provide such information to the news media or the
                  public (a "Press Release"). Neither party shall issue or cause
                  the publication of any such Press Release without the prior
                  written consent of the other party; except that nothing herein
                  will prohibit either party from issuing or causing publication
                  of any such Press Release to the extent that such action is
                  required by applicable law or the rules of any national stock
                  exchange applicable to such party or its affiliates, in which
                  case the party wishing to make such disclosure will, if
                  practicable under the circumstances, notify the other party of
                  the proposed time of issuance of such Press Release and
                  consult with and allow the other party reasonable time to
                  comment on such Press Release in advance of its issuance.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

                                 FIDELITY NATIONAL TITLE GROUP, INC.

                                 By    /s/ Raymond R. Quirk
                                    -------------------------------------------
                                      Raymond R. Quirk
                                      Chief Executive Officer

                                 FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                 By   /s/ Michael L. Gravelle
                                    ------------------------------------------
                                      Michael L. Gravelle
                                      Senior Vice President


                                       18

                                    EXHIBIT A

                                  LSI PROCESSES

         1.       Centralized title insurance and escrow closing service
                  processing for refinance transactions.

         2.       Centralized home equity title insurance and closing service
                  processing.

         3.       Centralized recording services management and administration
                  processing.

         4.       Centralized tracking and servicing of loan subordination
                  requests.


                                       i

                                    EXHIBIT B

                              GEOGRAPHIC LOCATIONS

CALIFORNIA COUNTIES
         Amador
         Butte
         Eldorado
         Humboldt
         Lassen
         Marin
         Mendocino
         Monterey
         Napa
         Nevada
         Placer
         San Joaquin
         San Luis Obispo
         Santa Clara
         San Mateo
         Santa Cruz
         Solano
         Sonoma
         Sutter
         Yolo
         Yuba

 WASHINGTON COUNTIES - All


                                       ii

                                    EXHIBIT C

                             PERMITTED SUBSIDIARIES

Fidelity National Title Insurance Company (LSI Division)

Fidelity National Title Company (LSI Division)

Fidelity National Title Company of California (LSI Division)

Chicago Title Company (LSI Division)

Chicago Title Insurance Company (LSI Division)


                                      iii

                                    EXHIBIT D

                                      FEES

During the Term of this Agreement, FNT shall remit to FIS all earnings, before
income taxes, which shall be prepared in accordance with U.S generally accepted
accounting principles consistently applied related to all operations of FNT with
respect to the Permitted Subsidiaries in the Geographic Area using any of the
LSI Processes or Services.

Upon reasonable advance notice, FNT shall permit FIS to perform audits of FNT's
records only with respect to calculating the above earnings, before income
taxes. Such audits shall be conducted during FNT's regular office hours and
without disruption to FNT's business operations and shall be performed at FIS'
sole expenses.




                                       iv

                                                                   Exhibit 10.15


                                                                        NOVATION

                                 LEASE AGREEMENT


      THIS LEASE AGREEMENT (this "Lease"), effective as of September 27,
2005, is by and between FIDELITY INFORMATION SERVICES, INC., an Arkansas
corporation ("Landlord"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation ("Tenant"), with reference to the following recitals.

      WHEREAS, Landlord is the owner of certain real property and improvements
comprising a corporate campus located at 601 Riverside Drive, in the city of
Jacksonville, county of Duval, state of Florida; and

      WHEREAS, Landlord previously entered into a Lease Agreement dated as of
January 1, 2005 (the "FNF Lease") with Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), for the leasing to FNF of a portion of Landlord's
real property and improvements; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and Tenant, Tenant has assumed, with the consent of
Landlord, all of FNF's rights and obligations under the FNF Lease; and

      WHEREAS, Landlord and Tenant wish to enter into a novation of the rights
and obligations under the FNF Lease, as assumed by and assigned to Tenant, so
that Tenant is the clear party in interest in the leasing of the applicable
portion of Landlord's real property and improvements as more particularly
described herein;

      NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:

1. PREMISES. Landlord hereby leases to Tenant 121,076 rentable square feet of
office space located on the ground floor, 4th, 10th, 11th and 12th floors of the
13-story office building located at 601 Riverside Avenue, Jacksonville, Florida
and 218 rentable square feet of space in the building designated as Building 2
located at 601 Riverside Avenue, Jacksonville, Florida (collectively, the
"Premises"). The parties acknowledge that the buildings in which the Premises
are located are two of several buildings comprising a corporate campus at 601
Riverside Avenue, Jacksonville, Florida (the "Corporate Campus"). The parties
further acknowledge and agree that, initially hereunder, the Premises
constitutes 25% ("Tenant's Share") of the 484,586 rentable square feet of space
at the corporate campus and for the purposes of this Lease, the term "Buildings"
shall be deemed the entire corporate campus and not just the buildings in which
the Premises are located. The parties understand and acknowledge that Tenant's
Share may by mutual agreement increase or decrease from time to time during the
term of this Lease, in which case the parties shall execute and deliver
amendment(s) hereto memorializing corresponding changes in (i) rentable square
footage of the Premises, (ii) Tenant's Share and (iii) monthly Base Rent.

2. TERM. The initial term of this Lease shall be for three (3) years
commencing January 1, 2005 ("Commencement Date") and terminating on December
31, 2007 ("Initial Term").

                                       1

3. RENT.

      3.1 BASE RENT. Tenant shall pay to Landlord base rent ("Base Rent"), at an
annual rate of $23.05 per rentable square foot, in equal monthly installments of
$232,566.81 without prior notice or demand, in advance, on the first day of each
calendar month at such place as Landlord may direct, in writing. If the Term
commences on a day other than the first day of a calendar month, Tenant shall
pay to Landlord, on or before the Commencement Date of the Term, a pro rata
portion of the monthly installment of Base Rent, such pro rata portion to be
based on the actual number of calendar days remaining in such partial month
after the Commencement Date of the Term. If the Term shall expire on other than
the last day of a calendar month, such monthly installment of Base Rent shall be
prorated for each calendar day of such partial month. If any portion of Base
Rent or other sum payable to Landlord hereunder shall be due and unpaid for more
than fifteen (15) days after written notice from Landlord to Tenant that such
payment has not been received, it shall thereafter bear interest at a rate equal
to twelve percent (12%) per annum (the "Default Rate").

      3.2 ADDITIONAL RENT. In addition to paying Base Rent, for each calendar
year commencing with calendar year 2005, Tenant shall pay as additional rent
("Additional Rent" and, together with Base Rent, collectively, the "Rent")
Tenant's Share of Landlord's reasonable estimate of operating expenses for the
entire Buildings ("Operating Expenses") that are in excess of the Operating
Expenses applicable to the 2004 base year (the "Base Year"), which for the
purposes of this Lease, the Tenant's Share of Operating Expenses in the Base
Year are $23.05 per rentable square foot per year. Landlord reasonably estimates
Tenant's Additional Rent for the calendar year 2005 is $5.44 per rentable square
foot or $54,887.79 per month, which when combined with the Base Rent shall
result in a monthly Rent payment of $287,454.60, which is equal to $28.49 per
rentable square foot for 2005. Commencing January 1, 2005, and otherwise as set
forth herein, Tenant shall pay Additional Rent at the same times and in the same
manner as Base Rent. Landlord shall adjust Additional Rent on an annual basis in
2006 and 2007 based on the same above principles. Tenant shall be liable to
Landlord for the entire cost (as opposed to Tenant's Share) of Landlord's costs
of providing any services or materials exclusively to Tenant.

            3.2.1 Calculation and Payment. Landlord shall deliver to Tenant on
or before the first day of March following the end of each year following the
Base Year (an "Expense Year") a statement setting forth (i) the amount Tenant
paid as Rent for the applicable Expense Year, and (ii) the actual amount of
Tenant's Share of Operating Expenses for the applicable Expense Year. If the
amount Tenant paid as Rent for the applicable Expense Year exceeds the actual
amount of Tenant's Share of Operating Expenses for the applicable Expense Year,
then Landlord shall credit such difference on Tenant's next payment(s) of Rent.
If the amount Tenant paid as Rent for the applicable Expense Year was less than
the actual amount of Tenant's Share of Operating Expenses for the applicable
Expense Year, then Tenant shall pay such difference as Additional Rent to
Landlord on Tenant's next payment of Rent. Landlord's failure to furnish such
statement for any Expense Year in a timely manner shall not prejudice Landlord
from enforcing its rights hereunder. Even if the Lease term has expired and
Tenant has vacated the Premises, if an excess or shortfall exists when the final
determination is made, Tenant shall immediately pay or receive a credit of such
excess or shortfall.


                                       2

            3.2.2 Items Included in Operating Expenses. Except as otherwise set
forth herein, the term "Operating Expenses" includes all expenses, costs, and
amounts of every kind that Landlord pays or incurs during any Expense Year
because of or in connection with the ownership, operation, management,
maintenance, or repair of the Buildings, including:

                  3.2.2.1 Tax expenses (except for excess profits taxes,
            franchise taxes, gift taxes, capital stock taxes, inheritance and
            succession taxes, estate taxes, federal and state income taxes, and
            other taxes applied or measured by Landlord's general or net income;

                  3.2.2.2  The cost of supplying utilities;

                  3.2.2.3  The cost of operating, managing, maintaining, and
            repairing utility, mechanical, sanitary, storm drainage, and
            elevators;

                  3.2.2.4  The cost of supplies and tools and of equipment,
            maintenance, and service contracts in connection with those
            systems;

                  3.2.2.5  The cost of providing telephone-related
            telecommunications services and equipment;

                  3.2.2.6  The cost of providing mail delivery services;

                  3.2.2.7  The cost of landscaping;

                  3.2.2.8  The cost of licenses, certificates, permits and
            inspections;

                  3.2.2.9  The cost of contesting the validity or
            applicability of government enactments that may affect the
            Operating Expenses;

                  3.2.2.10 The costs incurred in connection with the
            implementation and operation of a transportation program;

                  3.2.2.11 The cost of insurance carried by Landlord in
            amounts reasonably determined by Landlord;

                  3.2.2.12 The cost of parking area maintenance, repair, and
            restoration, including resurfacing, repainting, restriping, and
            cleaning;

                  3.2.2.13 The cost of providing security in and around the
            Buildings, including but not limited to the installation, operation,
            and maintenance of security equipment and the wages, salaries, and
            other compensation and benefits of all persons engaged in providing
            security in and around the Buildings;

                  3.2.2.14 The cost of building depreciation and common area
            furniture, fixtures, and equipment amortized over the useful life of
            such items including, but not limited to, such items located in the
            lobbies of the Building and the corporate gym and cafeteria located
            on the ground floor of the Building; and


                                       3

                  3.2.2.15 Subject to the provisions of Section 3.2.3, below,
            the cost of items considered capital repairs, replacements,
            improvements and equipment under generally accepted accounting
            principles consistently applied or otherwise ("Capital Items")
            amortized over the useful life of such items, including financing
            costs, if any, incurred by Landlord after the effective date of the
            Lease for any capital improvements installed or paid for by
            Landlord.

                  3.2.2.16 Any other costs of the Landlord included in the
            calculation of Operating Expenses for that calendar year and not
            otherwise specifically identified herein.

            3.2.3 Items Excluded from Operating Expenses. Landlord and Tenant
hereby expressly acknowledge and agree that the following items shall be
excluded from the calculation of Operating Expense items:

                  3.2.3.1  Repairs or other work occasioned by the exercise
            of right of eminent domain;

                  3.2.3.2 Leasing commissions, attorneys' fees, costs and
            disbursements and other expenses, all of which are incurred in the
            connection with negotiations or disputes with Tenants, other
            occupants or prospective tenants;

                  3.2.3.3 Renovating or otherwise improving or decorating,
            painting or redecorating leased space for tenants or other occupants
            or vacant tenant space, other than ordinary maintenance provided to
            all tenants, except in all common areas;

                  3.2.3.4 Landlord's costs of electricity and other services
            sold separately to tenants for which Landlord is entitled to be
            reimbursed by such tenants as an additional charge over and above
            the base rent and operating expense or other rental adjustments
            payable under the Lease with such tenant, and domestic water
            submetered and separately billed to tenants;

                  3.2.3.5 Expenses in connection with services or other benefits
            of a type which Tenant is not entitled to receive under the Lease
            but which are provided to another tenant or occupant;

                  3.2.3.6  Cost incurred due to violation by Landlord or any
            tenant of the terms and conditions of any Lease;

                  3.2.3.7  Interest on debt or amortization payments on any
            mortgage or mortgages and under any ground or underlying leases
            or lease;

                  3.2.3.8  Any compensation paid to clerks, attendants or
            other persons in commercial concessions operated by Landlord;

                  3.2.3.9 Any particular items and services for which Tenant
            otherwise reimburses Landlord by direct payment over and above Base
            Rent and Operating


                                       4

            Expense adjustment, including but not limited to any services
            covered in any transition services agreement such as data management
            services, interexchange services (i.e., private line, paging,
            cellular), corporate voicemail, and electronic messaging services
            (i.e., Exchange 2000, Active directory, and SMTP routing and
            support);

                  3.2.3.10 Advertising and promotional expenditures;

                  3.2.3.11 Any expenses for which Landlord is compensated
            through proceeds of insurance;

                  3.2.3.12 Any and all costs arising from the release of
            hazardous materials or substances (as defined by applicable laws in
            effect on the date the Lease is executed) in or about the Premises,
            the Buildings or the Land in violation of applicable law including,
            without limitation, hazardous substances in the ground water or
            soil, not placed by Tenant in the Premises, the Buildings, or the
            land on which the Buildings are situated;

                  3.2.3.13 Costs incurred in connection with upgrading the
            Buildings to comply with violations of disability, life, fire and
            safety codes, ordinances, statutes, or other laws in effect prior to
            the effective date of the Lease, including, without limitation, the
            Americans with Disabilities Act (42 U.S.C. 12101 et seq.) ("ADA")
            and any penalties or damages incurred due to such non-compliance;
            provided, however, Tenant shall pay Tenant's share of the amortized
            costs incurred by Landlord to comply with ADA violations cited
            during the term of this Lease; and provided further however, Tenant
            shall bear one hundred percent (100%) of the costs associated with
            ADA violations cited with respect to alterations made by Tenant;

                  3.2.3.14 Any and all costs associated with the maintenance and
            operation of the data center located on the Corporate Campus
            provided, however, that Tenant shall pay Tenant's Share of
            landscaping and parking costs associated with such data center; and

                  3.2.3.15 Any and all costs associated with the telephone
            switch space leased by Landlord to Alltel Corporation, provided,
            however, that Tenant shall pay Tenant's Share of landscaping and
            parking costs associated with such space.

      3.3 AUDIT. Tenant shall have the right at all reasonable times within
sixty (60) days after Landlord has provided Tenant with a statement of the
actual Operating Expenses, and at its sole expense, to audit Landlord's books
and records relating to this Lease for that Expense Year. Should such an audit
disclose a discrepancy between actual Operating Expense and what Tenant paid for
Tenant's Share of such Operating Expenses and such discrepancy is equal to or
greater than two percent (2%), Landlord shall not only refund the discrepancy
amount to Tenant but also pay for the actual cost of such audit upon being
billed therefor by Tenant.

4. USE OF PREMISES. Tenant shall have the right to use and occupy the Premises
for the purpose of general office. Landlord covenants and agrees that throughout
the term of this Lease,


                                       5

Tenant shall be entitled to a reasonable number of parking spaces for its
employees, customers and visitors.

5. QUIET ENJOYMENT. Landlord warrants to Tenant that Landlord is the
owner of the Buildings, and that Landlord may rightfully enter into this
Lease.  Landlord shall protect, defend and indemnify Tenant against any
interference with Tenant's use and quiet enjoyment of the Premises.

6. TAXES. Landlord shall be responsible for the payment of all taxes assessed on
the Premises during the Term, subject to Tenant's obligation to reimburse
Landlord for Tenant's Share thereof, and Tenant shall be responsible for the
payment of taxes assessed upon any of Tenant's personal property located on the
Premises. Notwithstanding any contrary provision herein, Tenant shall pay prior
to delinquency any rent tax, sales tax or service tax generated as result of
this Lease.

7. INSURANCE. Tenant shall pay its pro rata share of all premiums for fire
insurance, extended coverage insurance, liability insurance, "other perils"
insurance, and other insurance carried by Landlord on or with respect to the
Premises. Tenant's pro rata share of the insurance premiums, regardless of the
manner in which they are to be paid, shall be deemed to be additional rental due
under this Lease. If the premiums should increase or decrease at any time,
Tenant's pro rata share and Tenant's payments shall be appropriately adjusted.

      7.1 LIABILITY INSURANCE. Tenant and Landlord shall each separately
maintain at all times during the Initial Term and any Renewal Term and keep in
force for their mutual benefit, commercial general liability insurance against
claims for personal injury, death or property damage occurring in, on or about
the Premises or sidewalks or areas adjacent to the Premises to afford protection
to the limit of not less than $5,000,000 combined single limit. Such insurance
may be covered under a blanket policy covering the Premises and other locations
of Tenant or an affiliate corporation or entity. Certificates of all policies of
insurance shall be delivered to the party requesting the certificates or parties
designated by the party requesting the certificates upon written request.

      7.2 WAIVER OF SUBROGATION. Both Tenant and Landlord agree to seek a waiver
of subrogation clause from their respective insurers which establishes a waiver
of the insurer's subrogation against Landlord or Tenant as the case may be for
any property loss (real/personal property or improvements/betterments) caused by
the other. Any policy or policies of insurance procured by Landlord or Tenant,
covering direct or indirect property loss, shall include a waiver of subrogation
clause in favor of the other party as the case may be.

8. UTILITIES. Landlord and Tenant agree that the Buildings are already connected
for sewer, water, gas, and electricity. Subject to Tenant's obligations to pay
Tenant's Share of the cost Landlord incurs in supplying utilities to the common
areas, Tenant shall pay all utility expenses incurred by Tenant in connection
with Tenant's use of the Premises (collectively, "Tenant's Utility Expenses").
In the event utility service is interrupted to the Premises due to the need for
maintenance and repair to the utility lines, Landlord shall immediately commence
restoration and repairs of the lines and conduits in order that said utility
service shall be resumed at the earliest possible time. If Landlord shall fail
to make such repairs after written notice from Tenant,


                                       6

Tenant may do so at Landlord's expense. Additionally, should there be an
interruption in the utilities for more than 24 hours due to the Landlord's gross
negligence, rent shall be abated until the utilities are restored.

9. MAINTENANCE AND REPAIRS. Structural portions of the Premises, including the
roof, foundation, exterior walls and load bearing interior walls, shall be
maintained and repaired by Landlord except to the extent repairs are made
necessary by the acts of Tenant. Except for the repairs and maintenance Landlord
is specifically obligated to make under this Section, Tenant shall maintain and
keep the entire Premises including all partitions, doors, ceiling, fixtures,
equipment and appurtenances thereof in good order, condition and repair,
reasonable wear and tear excepted at the sole expense of Tenant. To the extent
an HVAC system serves the Premises exclusively, Tenant shall be responsible for
maintaining an HVAC service contract for routine filter changing and general
upkeep. Landlord may disapprove the contractor, provided however, its approval
may not be unreasonably withheld, conditioned or delayed.

10. COMMON AREA MAINTENANCE. Landlord shall keep the common area in good repair
during the term or extension thereof, reasonable wear and tear excepted.

11. ALTERATIONS AND IMPROVEMENTS. Tenant shall have the right at any time
throughout the term of this Lease and any extensions hereof, to make or cause to
be made, any alterations, additions, or improvements, or install or cause to be
installed any trade fixture, signs, floor covering, interior or exterior
painting or lighting, plumbing fixtures, shades or awnings, as Tenant may deem
necessary or suitable with Landlord's prior written approval, which approval
shall not be unreasonably withheld or delayed. Upon the expiration of the
Initial Term of this Lease, Tenant shall have the option to remove such
alterations, decorations, additions or improvements made by it, provided any
damage to Premises resulting from such removal is repaired. Also, upon the
expiration of the Initial Term of this Lease, Tenant if requested by Landlord
shall remove any signs and repair any damages to the Premises resulting from
such removal. During the term, Tenant shall not make any alterations, additions,
improvements, non-cosmetic changes or other material changes to the Premises
without the prior written approval of Landlord, which approval shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be
permitted to make Minor Alterations (as defined below) without Landlord's prior
written consent. Minor Alterations, as used herein, shall be defined as any
alterations, improvements, etc. made to the Premises (excluding the facade
thereof) which do not affect the structure of the Building, their systems or
equipment. If Landlord approves any alterations, additions, improvements, etc.,
Landlord shall notify Tenant, in writing, along with Landlord's approval notice,
of whether Tenant shall, upon termination of this Lease, either: (i) remove any
such alterations or additions and repair any damage to the Buildings or the
Premises occasioned by their installation or removal and restore the Premises to
substantially the same condition as existed prior to the time when any such
alterations or additions were made, or (ii) reimburse Landlord for the cost of
removing such alterations or additions and the restoration of the Premises.

12. FIRE OR CASUALTY. If more than twenty-five percent (25%) of the Premises or
the use, occupancy or access to or of the Premises shall be destroyed in whole
or in part by fire or other casualty, Tenant may in its reasonable discretion
terminate this Lease. If less than twenty-five percent (25%) of the Premises
shall be destroyed in whole or in part by fire or casualty, the Rent


                                       7

due during the remainder of the Lease term shall be reduced in proportion to the
area destroyed, effective on the date of the casualty. Within thirty (30) days
after the date of a fire or other casualty, Landlord must inform Tenant if the
Premises and the office buildings will be rebuilt. If the Premises is to be
rebuilt and Tenant elects not to terminate the Lease, the Premises and office
buildings must be rebuilt and ready for occupancy within ninety (90) days of
date of fire or other casualty. Landlord and Tenant agree and covenant that
neither shall be liable to the other for loss arising out of damage to or
destruction of the Premises or contents thereof when such loss is caused by any
perils included within, and covered by, standard fire and extended coverage
insurance policy of the state of Florida. This agreement shall be binding
whether or not such damage or destruction be caused by negligence of either
party or their agents, employees or visitors. Landlord agrees to carry fire and
extended coverage to the extent required by its lender, and if there is no
lender, in an amount satisfactory to Landlord.

13. EMINENT DOMAIN. If more than twenty-five percent (25%) of the Premises (or
the use, occupancy or access to or of the Premises) shall be taken or condemned
by any governmental or quasi-governmental authority for any public or
quasi-public use or purpose (including sale under threat of such a taking), or
if the owner elects to convey title to the condemnor by a deed in lieu of
condemnation, then Tenant may in its discretion terminate the Lease and be
relieved from further liability hereunder. If less than twenty -five percent
(25%) of the Premises (or the use, occupancy or access to or of the Premises)
shall be taken or condemned by any governmental or quasi-governmental authority
for any public or quasi-public use or purpose (including sale under threat of
such a taking), or if Tenant elects not to terminate this Lease, the Rent due
during the remainder of the Lease term shall be reduced in proportion to the
area taken, effective on the date physical possession is taken by the condemning
authority; provided, however, that in the event Tenant cannot reasonably operate
its business at the Premises due to such partial taking, Tenant shall be
permitted to terminate this Lease by written notice to Landlord.

14. TENANT'S DEFAULT.

      14.1 Any other provisions in this Lease notwithstanding, it shall be an
event of default ("Event of Default") under this Lease if: (i) Tenant fails to
pay any installment of rent or any other sum payable by Tenant hereunder when
due and such failure continues for a period of ten (10) days after written
notice from Landlord to Tenant that such payment has not been received, or (ii)
Tenant fails to observe or perform any other material covenant or agreement of
Tenant herein contained and such failure continues after written notice given by
or on behalf of Landlord to Tenant for more than thirty (30) days, provided,
however, that if such non-monetary Event of Default by Tenant cannot reasonably
be cured within such thirty (30) day period, and provided further that Tenant is
proceeding with due diligence to effect a cure of said Event of Default, no
Event of Default hereunder shall be declared by Landlord if Tenant continues to
proceed with diligence to cure said Event of Default, but in no event shall such
cure period extend beyond ninety (90) days following notice from Landlord of
such violation, default or breach, or (iii) Tenant files a petition commencing a
voluntary case, or has filed against it a petition commencing an involuntary
case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as
now or hereafter in effect, or under any similar law, or files or has filed
against it a petition or answer in bankruptcy or for reorganization or for an
arrangement pursuant to any state bankruptcy law or any similar state law, and,
in the case of any such involuntary action, such action shall not be dismissed,
discharged or denied within sixty (60) days after the


                                       8

filing thereof, or Tenant consents or acquiesces in the filing thereof, or (iv)
a custodian, receiver, trustee or liquidator of Tenant or of all or
substantially all of Tenant's property or of the Premises shall be appointed in
any proceedings brought by or against Tenant and, in the latter case, such
entity shall not be discharged within sixty (60) days after such appointment or
Tenant consents to or acquiesces in such appointment, or (v) Tenant shall
generally not pay Tenant's debts as such debts become due, or shall make an
assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due. The notice and grace period
provisions in clauses (i) and (ii) above shall have no application to the Events
of Default referred to in clauses (iii) through (v) above.

      14.2 If Tenant shall fail to make any payment of rent when due or if
Tenant shall fail to keep and perform any express written covenant of this Lease
and shall continue in default for a period of ten (10) days after Tenant has
received written notice of such default and demand of performance from Landlord,
Landlord may commence judicial proceedings, provided, however, if any default
shall occur (other than in the payment of rent) which cannot be cured within a
period of thirty (30) days and Tenant, prior to the expiration of thirty (30)
days from and after the giving of notice as aforesaid, commences to eliminate
such default and proceeds diligently to take steps to cure the same, Landlord
shall not have the right to declare the term ended by reason thereof for an
additional period of sixty (60) days.

      14.3 In the event of any such Event of Default, Landlord at any time
thereafter may at its option exercise any remedies available to Landlord at law
or in equity, including, without limitation, one or more of the following
remedies:

            (i) Termination of Lease. Landlord may terminate this Lease, by
written notice to Tenant, without any right by Tenant to reinstate its rights by
payment of rent due or other performance of the terms and conditions hereof.
Upon such termination Tenant shall immediately surrender possession of the
Premises to Landlord, and Landlord shall immediately become entitled to receive
from Tenant an amount equal to the difference between the aggregate of all rent
reserved under this Lease for the balance of the Initial Term or Renewal Term,
as the case may be, and the fair rental value of the Premises for that period,
determined as of the date of such termination, and reduced by the amount
Landlord may obtain upon reletting, discounted to present value at the rate of
ten percent (10%).

            (ii) Reletting. With or without terminating this Lease, as Landlord
may elect, Landlord may, by summary proceedings, re-enter and repossess the
Premises, or any part thereof, and lease them to any other person upon such
terms as Landlord shall deem reasonable, for a term within or beyond the term of
this Lease; provided, that any such reletting prior to termination shall be for
the account of Tenant, and Tenant shall remain liable for (i) all rent and other
sums which would be payable under this Lease by Tenant in the absence of such
expiration, termination or repossession, less (ii) the net proceeds, if any, of
any reletting effected for the account of Tenant after deducting from such
proceeds all of Landlord's actual expenses, attorneys' fees, employees'
expenses, reasonable alteration costs, expenses of preparation for such
reletting and all other actual costs and expenses incurred as a result of
Tenant's breach of this Lease. Landlord shall use commercially reasonable
efforts to relet the Premises. If the Premises are at the time of default sublet
or leased by Tenant to others, Landlord may, as Tenant's agent, collect rents
due from any subtenant or other tenant and apply such rents to the


                                       9

rent and other amounts due hereunder without in any way affecting Tenant's
obligation to Landlord hereunder.

            (iii) Injunction. In the event of breach by either party of any
provision of this Lease, the other party shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity in addition to other
remedies provided for herein.

            (iv) No Exclusive Right. No right or remedy herein conferred upon or
reserved to Landlord or Tenant is intended to be exclusive of any other right or
remedy herein or by law provided, but each shall be cumulative and in addition
to every other right or remedy given herein or now or hereafter existing at law
or in equity or by statute.

            (v) Expenses. In the event that either Landlord or Tenant exercises
any of the remedies provided herein, the wrongful party shall pay to the other
all actual expenses incurred in connection therewith, including reasonable
attorneys' fees.

15. LANDLORD'S DEFAULT. If Landlord shall be in default or shall fail or refuse
to perform or comply with any of his obligations under this Lease and shall
continue in default for a period of thirty (30) days after Tenant has given
Landlord written notice of such default and demand of performance, Tenant may
remedy the same and deduct the cost thereof from subsequent installments of rent
or terminate the Lease and recover from Landlord any and all damages Tenant may
have incurred due to such default or failure. Upon any default by Landlord under
this Lease, Tenant may, except as otherwise specifically provided in this Lease
to the contrary, exercise any of its rights provided at law or in equity.

16. ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign,
sublet, transfer, or encumber this Lease or its rights hereunder or any part
thereof at any time without the Landlord's prior written consent, except for the
Permitted Transfers (defined below). A "Permitted Transfer" means an assignment
or sublet to (i) any entity controlled by, controlling, or under common control
with Tenant (a "Tenant Affiliate") or a Tenant Affiliate, including without
limitation FNF, or (ii) any entity with which Tenant or a Tenant Affiliate may
merge or consolidate, which acquires all or substantially all of the assets or
shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the
successor in the event of a reorganization. In instances other than Permitted
Transfers, Landlord agrees not to withhold or delay its written consent if to do
so would be commercially unreasonable. In the event of any assignment of this
Lease by Tenant, Tenant shall not be and is not relieved of any liability under
any and all of its covenants and obligations contained in or derived from this
Lease arising out of any act, occurrence or omission occurring after said
assignment; provided, however that the Tenant's assignee assumes all obligations
of Tenant hereunder and attorns to Landlord for such obligations. Landlord may
assign this Lease in connection with the sale or financing of the Demised
Premises provided that (i) no such assignment may impose upon Tenant any
obligations greater than set forth in the Lease; and (ii) Landlord gives notice
to Tenant within thirty (30) days following the effective date of the assignment
which contains the assignee's name, address, telephone number, and the name of
the individual handling the affairs relating to this Lease. Any rents received
by Landlord hereunder, which in fact belong to the assignee of Landlord, shall
be held in trust by Landlord and forwarded immediately to the assignee of
Landlord. In the event of any assignment or sublease, Tenant shall remain
responsible for the


                                       10

payment of rent and for the performance of all terms, covenants and conditions
undertaken by Tenant pursuant to this Lease unless otherwise agreed to by
Landlord in writing.

17. HOLDING OVER. In the event Tenant remains in possession of the Premises
after the expiration of the Initial Term or a Renewal Term without executing a
new Lease, Tenant shall occupy the Premises from month to month at a rental rate
of 150% of the applicable rental rate during the last month of the term, subject
to all of the covenants of this Lease insofar as consistent with such a tenancy.
The provisions of this Section 17 shall not be deemed to limit or constitute a
waiver of any other rights or remedies of Landlord provided herein or at law.

18. SIGNAGE. Landlord and Tenant hereby agree that FNF has retained and shall
retain, throughout the term of the Lease, the signage rights it presently has on
the exterior of the Buildings, the monument signage at Riverside Avenue,
directory and suite entry signage. Landlord and Tenant agree that the only other
signage that may appear on the exterior of the Buildings and on the exterior
monument signage during the term hereof shall be that of Landlord, Tenant or
FNF. Until such time as Landlord is a publicly traded company or experiences a
change of control (i.e., another person or entity other than FNF possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of Landlord, whether through the ownership of voting
securities, by contract, or otherwise), any proposed change by Landlord of the
monument and building signage as it exists on the Commencement Date of this
Lease shall require Tenant's prior written consent, which may be withheld by
Tenant in its sole and absolute discretion, and Landlord if granted such consent
shall solely bear the cost of any such change. Until such time as Landlord is a
publicly traded company or experiences a change of control (as defined above),
Landlord agrees that it shall not, without Tenant's prior written consent (which
may be withheld in Tenant's sole and absolute discretion), cause any impairment
to the visibility of Tenant's existing signage, if any, or install any
additional signage on the monument or any of the Buildings. Beginning within a
reasonable time of prior to Landlord becoming a public company or experiencing a
change of control, Landlord and Tenant shall discuss and agree upon reasonable
Landlord signage rights so that as of the date that Landlord is a public company
or experiences a change of control it will be able to affix its name and/or logo
in one or more locations on the building and monuments in a manner that is
reasonably acceptable to Tenant.

19. HAZARDOUS MATERIALS. Landlord and Tenant agree to indemnify and hold
harmless the other from any and all claims, damages, fines, judgments,
penalties, costs, liabilities or losses (including, without limitation, any and
all sums paid for settlement of claims, attorneys fees, consultant and expert
fees) arising during or after the lease term from or in connection with the
presence or suspected presence of hazardous substances in, on or beneath the
Premises, unless the hazardous substances are present as the result of
negligence, willful misconduct or other acts of the party otherwise so
indemnified, its agents, employees, contractors or invitees. Without limitation
of the foregoing, this indemnification shall include any and all costs incurred
due to any investigation by a federal, state or local agency or political
subdivision, unless the hazardous substances are present solely as the result of
negligence, willful misconduct or other acts of the party otherwise so
indemnified, its agents, employees, contractors or invitees. This
indemnification shall specifically include any and all costs due to hazardous
substances which flow, diffuse, migrate or percolate into, ontoor under the
Premises after the Commencement Date. Each of the parties agree to comply with
all laws, codes, rules, and regulations of the


                                       11

United States, the State of Florida. Tenant agrees that it will not store, keep,
use, sell, dispose of or offer for sale in, upon or from the Premises any
article or substance which may be prohibited by any insurance policy in force
from time to time covering the Buildings nor shall Tenant keep, store, produce
or dispose of on, in or from the Premises or the Buildings any substance which
may be deemed a hazardous substance or infectious waste under any state, local
or federal rule, statute, law, regulation or ordinance as may be promulgated or
amended from time to time. As used herein, "hazardous substance" means any
substance which is toxic, ignitable, reactive, or corrosive and which is
regulated by any local government, the state in which the Premises is located,
or the United States government or poses a threat to human health or the
environment, and includes any and all material and substances which are defined
as "hazardous waste", "toxic substances" or a "hazardous substance" pursuant to
state, federal or local governmental law, including, but not restricted to,
asbestos, polychlorobiphenyls and petroleum.

20. AMERICANS WITH DISABILITIES ACT. Each of Landlord and Tenant represents and
warrants that any alterations, modifications, upfit or construction performed by
it shall be performed in compliance with the ADA.

21. SUBORDINATION. Subject to the covenant given by Landlord in this paragraph
to obtain nondisturbance and attornment agreements with any mortgage or
beneficiary of a deed of trust encumbering the property, Tenant agrees that this
Lease is and shall remain subject and subordinate to any mortgage given by
Landlord on the property or buildings, and Landlord's interest in this Lease may
be assigned as security for any present and future mortgages or deeds of trust
attaching the property and all renewals, modifications, replacements and
extensions thereof. However, Landlord shall enter only into financing and
mortgage agreements which allow Tenant to retain its leasehold interest in the
Premises provided Tenant is not in default under this Lease and which obligates
Tenant to abide by all the terms, covenants and conditions of this Lease in the
event the mortgagee takes title to the Premises through foreclosure or accepts a
deed in lieu of foreclosure. At any time and from time to time upon not less
than fifteen (15) days' prior notice by Landlord to Tenant, Tenant shall,
without charge, execute, acknowledge and deliver to Landlord a statement
prepared by Landlord, in a form for Tenant to fill in and sign, certifying
whether (i) this lease is unmodified and in full force and effect (or if there
have been modifications, whether the same is in full force and effect as
modified and stating the modifications), (ii) the Term has commenced and Base
Rent and Additional Rent have become payable hereunder and, if so, the dates to
which they have been paid, (iii) whether or not, to the knowledge of the signer
of such certificate, Landlord is in default in performance of any of the terms
of this Lease and, if so, specifying each such default of which the signer may
have knowledge, (iv) Tenant has accepted possession of the Premises, (v) Tenant
has made any claim against Landlord under this Lease and, if so, the nature
thereof and the dollar amount, if any, of such claim, (vi) Tenant then claims
any offsets or defenses against enforcement of any of the terms of this Lease
upon the part of Tenant to be performed, and, if so, specifying the same, and
(vii) such further information with respect to the Lease or the Premises as
Landlord may reasonably request. Any such statement delivered pursuant hereto
may be relied upon by any prospective purchaser of the Premises or any part
thereof or of the interest of Landlord in any part thereof, by any mortgagee or
prospective mortgagee thereof, by any lessor or prospective lessor thereof, by
any lessee or prospective lessee thereof, or by any prospective assignee of any
mortgage thereof.


                                       12

22. ATTORNEY'S FEES. In connection with any litigation arising out of this
Lease, the prevailing party, Tenant or Landlord, shall be entitled to recover
all costs incurred, including reasonable attorney's fees.

23. LIMITATION ON LIABILITY. Neither party is liable to the other for under this
lease for any special, incidental, punitive or consequential damages of any kind
or nature, including, without limitation, any lost profits or loss of business.
Notwithstanding anything to the contrary, Landlord is not liable for flood water
damage unless Landlord is grossly negligent or willful misconduct. Landlord
shall not be liable to Tenant or to Tenant's employees, agents or invitees, or
to any other person or entity, whomsoever, for any injury to person or damage to
or loss of property on or about the Premises or the common area caused by the
negligence, acts or omissions, or misconduct of Tenant, its employees, or of any
other person entering the Buildings under the express or implied invitation of
Tenant, or arising out of the use of the Leased Premises by Tenant and the
conduct of its business therein, or arising out of any breach or default by
Tenant in the performance of its obligations under this Lease or resulting from
any other cause whatsoever, except Landlord's gross negligence; and Tenant
hereby agrees to indemnify Landlord and hold it harmless from any loss, cost,
expense or claims arising out of any such damage or injury.

24. SERVICES PROVIDED BY LANDLORD.

      24.1 SECURITY. Tenant shall adhere to Landlord's security procedures as
they pertain to the Premises. This may include, but not be limited to, proper
display of security badges, maintaining accurate employee access rosters, and
assisting Landlord in the investigation of security related matters. Landlord
agrees to provide Tenant with the same security services that Landlord provides
throughout the Corporate Campus, subject to Tenant's compliance with Landlord's
security procedures and subject to Tenant's obligation to pay Tenant's share of
the cost thereof.

      24.2 TELECOMMUNICATIONS. Landlord shall provide to Tenant and its
affiliates phone and voicemail equipment system, together with services for such
system, for its operations at the Premises, 10301 Deerwood Park Boulevard,
Jacksonville, FL., 32256, and any airplane hangar used by Tenant or FNF at
Jacksonville International Airport, in accordance with the terms set forth in
Schedule A attached hereto.

      24.3 MAIL SERVICES. Landlord covenants and agrees that throughout the term
of this Lease Landlord shall provide Tenant with mail delivery services within
the Corporate Campus.

25. MEMORANDUM OF LEASE. Tenant shall not record this Lease or a Memorandum of
Lease.

26. NOTICES. Any notice, report, statement, approval, consent, designation,
demand or request to be given under this Lease shall be effective when made in
writing, deposited for mailing with the United States Postal Service and
addressed to Landlord or Tenant at the following addresses:


                                       13

            LANDLORD:         Fidelity Information Services, Inc.
                              601 Riverside Avenue
                              Jacksonville, Florida 32204
                              Attn: Fred Parvey, Vice President
                              Phone: 904-854-8100

            TENANT:           Fidelity National Title Group, Inc.
                              c/o Orion Realty Group
                              601 Riverside Avenue
                              Jacksonville, Florida 32204
                              Attn: Sam Kitamura, President
                              Phone: 904-854-8100

27. MISCELLANEOUS.

      27.1 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and shall
inure to the benefit of Landlord, Tenant and their respective successors and
assigns.

      27.2  GOVERNING LAW.  This Lease shall be construed under the laws of
the State of Florida, without application of the conflict of law provisions
thereof.

      27.3 MERGER CLAUSE. This Lease contains the entire agreement between
Landlord and Tenant regarding the Premises which are the subject of this Lease
and may only be altered by a written agreement executed by both Landlord and
Tenant.

      27.4 SEVERABILITY. If any term or provision of this Lease or the
application hereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby.

      27.5 FORCE MAJEURE. In the event the performance by either party of any of
its obligations hereunder, except with the respect of payment of money, is
delayed by reason of an act of God, strike, governmental restrictions, war,
terrorist threats or acts, or any other cause, similar or dissimilar, beyond the
reasonable control of the party from whom such performance is due, the period
for the commencement of completion thereof shall be extended for a period equal
to the period during which performance is so delayed.

      27.6 COUNTERPARTS. The Lease may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but such counterparts together shall constitute but one and the same
instrument.

      27.7 NO PARTNERSHIP CREATED. The Landlord and Tenant are not and shall not
be considered joint venturers, not partners, and neither shall have power to
bind or obligate the other except as set forth herein.

      27.8 HEADINGS. The titles to the paragraphs of this Lease are inserted
only as a matter of convenience and for reference and in no way confine, limit
or describe the scope or intent of any section of this Lease, nor in any way
affect this Lease.


                                       14

      27.9 MODIFICATION. No modifications, alterations, or amendments of this
Lease or any agreements in connection therewith shall be binding or valid unless
in writing and duly executed by both Landlord and Tenant. Notwithstanding the
foregoing, this Lease may not be amended without the prior written consent of
THL and TPG, not to be unreasonably withheld, conditioned or delayed, if such
amendment (i) decreases the base rental rate (as expressed on a rentable square
foot basis) provided hereunder in a manner not otherwise specifically authorized
by this Lease, (ii) changes the term of the Lease, (iii) materially affects the
scope of any service provided hereunder in a manner that is detrimental to
Landlord, or (iv) changes any other material term or condition of the Lease in a
manner that is materially adverse to Landlord. For the purposes hereof, the term
"THL" shall mean Thomas H. Lee Equity Fund V, L.P. and the term "TPG" shall mean
TPG Partners III, L.P.



      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective
as of the day and year above first written.

                                LANDLORD:

                                FIDELITY INFORMATION SERVICES, INC.,
                                an Arkansas corporation


                                By   /s/ Michael L. Gravelle
                                     -------------------------------------------
                                     Michael L. Gravelle
                                     Senior Vice President, General Counsel, &
                                     Secretary

                                TENANT:

                                FIDELITY NATIONAL TITLE GROUP, INC.,
                                a Delaware corporation


                                By   /s/ Raymond R. Quirk
                                     -------------------------------------------
                                     Raymond R. Quirk
                                     Chief Executive Officer


                                       15

                                                                   Exhibit 10.16

                                                                        NOVATION

                MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                     between

                       FIDELITY INFORMATION SERVICES, INC.

                                       and

                       FIDELITY NATIONAL TITLE GROUP, INC.


                         dated as of September 27, 2005

================================================================================



                                TABLE OF CONTENTS



                                                                                                   PAGE NUMBER
                                                                                                   
ARTICLE 1.            DEFINITIONS; RULES OF INTERPRETATION...................................................1
        1.1.          Definitions............................................................................1
        1.2.          Rules of Interpretation................................................................1

ARTICLE 2.            TERM...................................................................................2
        2.1.          Initial Term...........................................................................2
        2.2.          Renewal and Extensions.................................................................2

ARTICLE 3.            Services...............................................................................3
        3.1.          Services...............................................................................3
        3.2.          FIS Responsible for all Service Providers and FIS Subcontractors.......................4
        3.3.          Core Services..........................................................................5
        3.4.          Base Services Agreements...............................................................5
        3.5.          Statements of Work, Right of First Look, and Additional Services.......................6
        3.6.          License Management.....................................................................7
        3.7.          Licenses and Permits...................................................................7
        3.8.          Change Control Procedures..............................................................7
        3.9.          Product Discontinuation................................................................7
        3.10.         Improved Technology and Practices......................................................8
        3.11.         Disaster Recovery and Component Recovery...............................................8
        3.12.         Reports................................................................................8
        3.13.         Compliance Environment.................................................................8
        3.14.         Title to Work Product..................................................................9
        3.15.         FIS Affiliate Statements of Work.......................................................9

ARTICLE 4.            CUSTOMER SATISFACTION.................................................................10
        4.1.          Baseline FNT Satisfaction Survey......................................................10
        4.2.          FNT Satisfaction Survey...............................................................10

ARTICLE 5.            SERVICE LEVELS; SERVICE LEVEL CREDITS; ADJUSTMENTS TO SERVICE LEVELS..................10
        5.1.          Services..............................................................................10
        5.2.          Adjustment of Service Levels..........................................................10
        5.3.          Failure to Perform; Root-Cause Analysis...............................................11
        5.4.          Service Level Credits.................................................................11
        5.5.          Priority of Recovery of Services......................................................11
        5.6.          Service Level Measurement.............................................................12
        5.7.          Service Level Audit...................................................................12

ARTICLE 6.            SERVICE LOCATIONS.....................................................................12
        6.1.          FIS Service Locations.................................................................12





                                                                                                   
        6.2.          Safety and Security Procedures........................................................13

ARTICLE 7.            RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION...........................................15
        7.1.          Relationship Managers.................................................................15
        7.2.          Escalation Procedures.................................................................15
        7.3.          Continuity of Services................................................................17

ARTICLE 8.            PROJECT STAFF.........................................................................17
        8.1.          Project Staff.........................................................................17
        8.2.          Account Manager; FTEs.................................................................18
        8.3.          Onsite Resources......................................................................18
        8.4.          FIS Subcontractors....................................................................18
        8.5.          Conduct of FIS Personnel..............................................................19
        8.6.          Conduct of FNT Personnel..............................................................19
        8.7.          Personnel Recruitment.................................................................19

ARTICLE 9.            PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS............................................19
        9.1.          Identification of Software............................................................19
        9.2.          FNT Software..........................................................................20
        9.3.          FIS Proprietary Software..............................................................20
        9.4.          FIS Third Party Software..............................................................21
        9.5.          Developed Software....................................................................22
        9.6.          Equipment.............................................................................22
        9.7.          Systems...............................................................................23

ARTICLE 10.           REQUIRED CONSENTS.....................................................................23

ARTICLE 11.           THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT....................................23
        11.1.         FIS Responsibilities..................................................................23
        11.2.         Third Party Invoices..................................................................23

ARTICLE 12.           DATA..................................................................................24
        12.1.         Title to Data.........................................................................24
        12.2.         Return of Data........................................................................24
        12.3.         Partial Return of Data................................................................24
        12.4.         Timing; Expense.......................................................................24

ARTICLE 13.           INVOICES AND PAYMENTS.................................................................24
        13.1.         Fees..................................................................................24
        13.2.         Credits...............................................................................24
        13.3.         Taxes.................................................................................24
        13.4.         Proration.............................................................................25
        13.5.         Invoicing and Payment.................................................................25
        13.6.         Rights of Set Off.....................................................................25
        13.7.         Refundable Items......................................................................25
        13.8.         Inflation Adjustment..................................................................25





                                                                                                   
        13.9.         Pass-Through Expenses.................................................................26

ARTICLE 14.           AUDITS................................................................................26
        14.1.         Processing............................................................................26
        14.2.         Fee Audit.............................................................................27

ARTICLE 15.           FORCE MAJEURE; TIME OF PERFORMANCE....................................................27
        15.1.         Force Majeure.........................................................................27
        15.2.         Time of Performance and Increased Costs...............................................28
        15.3.         Sole and Exclusive....................................................................28

ARTICLE 16.           CONFIDENTIALITY.......................................................................29
        16.1.         Confidential Information..............................................................29
        16.2.         Work Product Privilege................................................................29
        16.3.         Injunctive Relief.....................................................................30
        16.4.         Unauthorized Acts.....................................................................30
        16.5.         Publicity.............................................................................30
        16.6.         Data Privacy..........................................................................31

ARTICLE 17.           REPRESENTATIONS AND WARRANTIES........................................................33
        17.1.         Representations and Warranties........................................................33
        17.2.         Disclaimer............................................................................38

ARTICLE 18.           TERMINATION...........................................................................38
        18.1.         Termination for Convenience...........................................................38
        18.2.         Termination...........................................................................38
        18.3.         Termination for Insolvency............................................................39
        18.4.         Termination Assistance................................................................40

ARTICLE 19.           EXIT PLAN.............................................................................41
        19.1.         Description of Termination Assistance Services........................................41
        19.2.         Implementation........................................................................41

ARTICLE 20.           INDEMNIFICATION.......................................................................41
        20.1.         Indemnification by FIS................................................................41
        20.2.         Indemnification by FNT................................................................42
        20.3.         FIS Intellectual Property Indemnification.............................................43
        20.4.         FNT Intellectual Property Indemnification.............................................43
        20.5.         Indemnification Procedures............................................................44
        20.6.         Contribution..........................................................................44
        20.7.         Limitation of Liability...............................................................45
        20.8.         Exclusions............................................................................45

ARTICLE 21.           WAIVER................................................................................45

ARTICLE 22.           INSURANCE.............................................................................45
        22.1.         Coverage Required.....................................................................45
        22.2.         Insurance Documentation...............................................................46





                                                                                                   
ARTICLE 23.           MISCELLANEOUS PROVISIONS..............................................................46
        23.1.         Notices...............................................................................46
        23.2.         Counterparts..........................................................................47
        23.3.         Headings..............................................................................47
        23.4.         Relationship..........................................................................47
        23.5.         Severability..........................................................................48
        23.6.         Entire Agreement......................................................................48
        23.7.         Amendments............................................................................48
        23.8.         Governing Law.........................................................................49
        23.9.         Survival..............................................................................49
        23.10.        Third Party Beneficiaries.............................................................49
        23.11.        Acknowledgment........................................................................49
        23.12.        Covenant of Further Assurances........................................................49
        23.13.        Assignment............................................................................50




                                    EXHIBITS


                          
Exhibit A                    Roles and Responsibilities
Exhibit B                    Professional Services
Exhibit C                    Base Service Agreements
   Schedule C-1              Managed Operations Services
   Schedule C-2              Network Services
   Schedule C-3              Messaging Services
   Schedule C-4              Domain and Directory Services
   Schedule C-5              Infrastructure Services
   Schedule C-6              Corporate Services
   Schedule C-7              Security Services
   Schedule C-8              Disaster Recovery Services
   Schedule C-9              Application Development Services
Exhibit D                    Fees
Exhibit E                    Fidelity Technology Centers
Exhibit F                    FNT Software as of the Effective Date
Exhibit G                    INTENTIONALLY DELETED
Exhibit H                    Service Levels
Exhibit I                    Termination Fees
Exhibit J                    Fidelity Information Security Policy
Exhibit 3.15                 Form of Agreement for FIS Non-Subsidiary Affiliates




      This MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT, dated as of
September 27, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation ("FNT'), and FIDELITY INFORMATION
SERVICES, INC., an Arkansas corporation ("FIS"), (including all exhibits,
attachments and Statements of Work, as may be amended or appended from time to
time, the "Agreement").

                              W I T N E S S E T H:

      WHEREAS, FIS previously entered into a Master Services Agreement dated as
of March 4, 2005 (the "FNF Agreement") with Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), as the parent company of FNT and its subsidiaries,
for the provision of certain information technology support and services, as
more fully described herein and as set forth in the Exhibits and Schedules
attached hereto and made a part hereof; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the information technology
support and services to be provided by FIS, as more particularly described
herein and as set forth in the Exhibits and Schedules attached hereto and made a
part hereof;

      NOW, THEREFORE, for and in consideration of the agreements of the parties
set forth below, FNT and FIS agree as follows:

ARTICLE 1.   DEFINITIONS; RULES OF INTERPRETATION

1.1. Definitions.

1.2. Rules of Interpretation.

      (a)   The term "including" means "including, without limitations" unless
            the context clearly states otherwise.

      (b)   All references in this Agreement to Articles, Sections, Exhibits or
            Schedules, unless expressed or indicated, are to the Articles,
            Sections, Exhibits or Schedules to this Agreement.

      (c)   Words importing persons include, where appropriate, firms,
            associations, partnerships, trusts, corporations and other legal
            entities, including public bodies, as well as natural persons.

      (d)   Words importing the singular include the plural and vice versa.
            Words of the masculine gender are deemed to include the correlative
            words of the feminine and neuter genders.

                                       1


      (e)   All references to a number of days mean calendar days, unless
            expressly indicated otherwise.

      (f)   The recitals to this Agreement are deemed to be a part of this
            Agreement.

      (g)   In the event of a conflict between the terms of any or all of the
            body of this Agreement, the Statement of Work and any other Exhibit
            or Schedule to this Agreement, the terms of this Agreement shall
            prevail to the extent of such conflict.

      (h)   All reference herein to this Agreement shall include the exhibits
            and schedules attached to this Agreement.

ARTICLE 2.   TERM

2.1. Initial Term. The initial term of this Agreement (the "Initial Term")
commences as of the Effective Date and shall continue until the fifth
Anniversary of the Effective Date (the "Initial Term Expiration Date"), unless
terminated earlier pursuant to Article 18.

2.2. Renewal and Extensions.

      (a)   FNT shall have the right to renew (a "Renewal Right") this Agreement
            upon the expiration of the Initial Term for a single one-year period
            (the "One Year Renewal Period") or for a single two-year period (the
            "Two Year Renewal Period"). Each such renewal period is referred to
            herein as a "Renewal Period". If FNT intends to exercise a Renewal
            Right, FNT shall provide FIS with a written notice of such intent (a
            "Renewal Notice") at least six (6) months prior to the Initial Term
            Expiration Date. FNT's failure to provide the Renewal Notice
            permitted by this Section 2.2 shall be conclusive evidence of FNT's
            intent not to exercise a Renewal Right. The Initial Term, along with
            any Renewal Period, are collectively referred to herein as the
            "Term". Expiration Date shall be defined as the end of the Term
            ("Expiration Date").

      (b)   Upon receipt by FIS of a Renewal Notice, FNT and FIS shall commence
            discussions relating to the terms and conditions of this Agreement
            applicable to the Renewal Period. If, prior to the commencement of a
            Renewal Period, FNT and FIS have not agreed upon the terms and
            conditions applicable to this Agreement during such Renewal Period,
            this Agreement shall be renewed for only the One Year Renewal Period
            on the terms of this Agreement in effect on the Initial Term
            Expiration Date.

      (c)   Each Statement of Work arising hereunder shall have an initial term
            as specified therein but, in the absence of any specification, shall
            be coextensive with the end of the Initial Term or then-current
            Renewal Term and, subject to any right of earlier termination, shall
            thereafter renew (or terminate) on the same dates and subject to the
            same notice requirements as applicable to this Agreement.

                                       2


ARTICLE 3.   SERVICES

3.1. Services.

      (a)   As of the Effective Date and continuing throughout the Term, FIS
            will provide to the FNT Entities (defined immediately following),
            the information technology and related services that were provided
            by or on behalf of FIS (and Subsidiaries) to FNT Entities
            immediately prior to the Effective Date. For purposes of this
            Agreement, the term "FNT Entities" shall mean, collectively, at any
            given time, each of (i) FNT and (ii) all partnerships, firms,
            corporations, and entities which are, at that time, at least
            majority owned or otherwise controlled by FNF or FNT, but excluding,
            if otherwise applicable, Fidelity National Information Services,
            Inc. and each Subsidiary. The parties recognize that prior to the
            Effective Date, the services were provided pursuant to an
            intercompany relationship and not pursuant to a written agreement.
            Until such time as Service Levels have been mutually agreed upon by
            the parties following the baseline effort described in this Section,
            FIS shall provide the Services in the same basic manner and quality
            as prior to the Effective Date. Such services, together with
            Additional Services (defined herein below), and services to be
            provided under Statements of Work, Base Services Agreements, Exhibit
            B, Amendments, or an equivalent, made part of this Agreement from
            time to time, are collectively referenced herein as the "Services";
            the resulting operating environment to exist at the Effective Date
            is referenced as the "As Is environment". The Roles and
            Responsibilities described in Exhibit A shall apply only to the
            extent that a Base Service Agreement states that such Services will
            be provided. To facilitate a more detailed specification of the As
            Is environment, the parties shall mutually agree upon a written
            documented baseline plan, with the assistance of reputable,
            knowledgeable, mutually agreeable third party consultants (at the
            expense of FNT), and mutually agree upon a baseline of the As Is
            environment within sixty (60) days following the Effective Date. The
            parties agree that to the extent that Services are omitted in the
            descriptions in Exhibit C and from the fees in Exhibit D, the
            parties will work together following the Effective Date to
            memorialize the description of the Services in Exhibit C along with
            the fees therefor.

      (b)   FIS and FNT shall jointly prepare a non-binding technology plan (the
            "Technology Plan") within one hundred twenty (120) days after the
            Effective Date, and create updated Technology Plans in accordance
            with Section 3.10. Each Technology Plan after the first shall review
            and assess the immediately preceding Technology Plan. The Technology
            Plan shall consist of a three-year plan and an annual implementation
            of the plan and shall include a comprehensive assessment and
            strategic analysis of FNT's then-current IT systems and services for
            the next three (3) years, including an assessment of the appropriate
            direction for such systems and the Services in light of FNT's
            business priorities and strategies and competitive market forces.

      (c)   "Ancillary Tasks" shall mean those tasks, services, functions and
            responsibilities which are incidental to and normally associated
            with the performance of the

                                       3


            Services, or are reasonably necessary to perform the Services, as
            contemplated by this Agreement and as performed by FIS prior to the
            Effective Date; Ancillary Tasks are included within the concept and
            definition of Services and shall be performed by FIS to the same
            extent and in the same manner as performed prior to the Effective
            Date and, further, as if specifically and expressly described as a
            Service.

      (d)   FNT and FIS agree that each of the FNT Entities shall have the right
            to receive, use and benefit from the Services to be provided
            pursuant to this Agreement. For purposes of this Agreement,
            "Subsidiary" shall mean any corporation or other legal entity of
            which Fidelity National Information Services, Inc. controls or owns,
            directly or indirectly, more than fifty percent (50%) of the stock
            or other equity interest entitled to vote on the election of the
            members to the board of directors or similar governing body. FNT
            shall be fully responsible for compliance by each FNT Entity with
            the terms and conditions of this Agreement. FNT shall be the sole
            point of contact for FIS for all requests, communications,
            decisions, and approvals under this Agreement. FNT shall resolve,
            and FIS shall not be responsible for, any conflicts among the FNT
            Entities which affect FIS'S performance of the Services. FIS shall
            look solely to FNT for the payment of Fees. An entity which ceases
            to be an FNT Entity shall, ipso facto, cease to enjoy rights
            hereunder, but any of the FNT Entities may use its rights hereunder
            to transition the former FNT Entity off the Services, for a
            reasonable period, not to exceed twelve (12) months, without breach
            hereof. In any such event, FNT shall continue to pay for Services
            requested by FNT and provided by FIS in support of the transitioning
            FNT entity or business and shall be responsible for the performance
            of such transitioning entity in conformity with the terms and
            conditions of this Agreement.

      (e)   Subject to Section 3.1(d) and Section 3.5 (Additional Services) and
            subject to the terms of the applicable Base Service Agreement, FNT
            shall have the right to add additional entities, additional volumes
            and business units to this Agreement; provided that the addition or
            deletion of such entities or business units does not materially
            affect FIS'S obligations under this Agreement. Any such increase or
            decrease in volume resulting from the addition or deletion of
            entities, additional volumes or business units shall be treated as
            any other increase or decrease in the resource volumes invoiced to
            FNT. FNT shall share information with FIS necessary to allow FIS to
            determine which resources will be required to perform the Services
            and any Additional Services, subject to applicable confidentiality
            restrictions.

3.2. FIS Responsible for all Service Providers and FIS Subcontractors. The
specific services to be provided under this Agreement shall be identified in the
Base Services Agreements, Statement(s) of Work, Exhibits and Amendments to this
Agreement as mutually agreed upon in writing by both parties. FIS will provide
the Services on its own and/or through one or more subcontractors ("FIS
Subcontractors") and FIS will be responsible and liable for compliance by the
FIS Subcontractors with all applicable laws and regulations, the terms herein
relating to confidentiality, data and data security, and the Fidelity
Information Security Policy (attached as

                                       4


Exhibit J) and such additional terms as are identified by FNT to FIS as being
expressly required in any subcontract. FIS shall be fully responsible for
compliance by each FIS Subcontractor with the terms and conditions of this
Agreement and for policing and enforcing each subcontract. FIS shall be the sole
point of contact for all FIS Subcontractors for all requests, communications,
decisions, and approvals under this Agreement. FIS shall resolve, and FNT shall
not be responsible for, any conflicts among the FIS Subcontractors which affect
performance of the Services. FNT shall be liable hereunder solely to FIS (and
not to any subcontractor) for performance of this Agreement by FNT (or FNT
Entities). FIS'S use of an FIS Subcontractor in the performance of the Services
under this Agreement shall not, under any circumstances, operate to relieve FIS
of any of its obligations or liabilities under this Agreement or shift
responsibility therefore to FNT.

3.3. Core Services. The parties agree that as a result of the baselining effort
described in Section 3.1(a), certain Services will, upon mutual agreement of the
parties be deemed "Core Services." These Core Services may include: (i) managed
operations, (ii) network, (iii) e-mail/messaging, (iv) network routing, (v)
technology center infrastructure, (vi) active directory and domains, (vii)
security management, (viii) disaster recovery, (ix) systems development and (x)
business continuity. Notwithstanding any contrary limitation of remedies for FIS
failure to meet Service Levels, failure of FIS to maintain agreed Service Levels
for Core Services (as set forth in Exhibit H or otherwise), may rise to a
material breach of this Agreement warranting termination, may accrue elevated
Service Level Credits and may be the subject of damage claims.

3.4. Base Services Agreements. All Base Services Agreements attached hereto as a
Schedule to Exhibit C (each a "Base Services Agreement" and collectively, the
"Base Services Agreements") form a part of this Agreement. All applicable terms,
conditions, responsibilities and delivery schedules that apply to a particular
Service are identified in the applicable Base Services Agreement(s) and shall
govern the provision of the relevant Service. Each Base Services Agreement shall
contain a description of the Services to be performed, the applicable Fees and
the Service-specific terms, conditions, responsibilities and delivery schedules
which shall govern the provision of the relevant Services. All consistent terms
of this Agreement shall also apply to performance of each of the foregoing Base
Services Agreements. Unless otherwise agreed to in writing by both parties, the
Services to be rendered by FIS to FNT are limited to those Services that are
specifically described in the Base Services Agreements and the related Ancillary
Tasks. Any new terms, conditions, responsibilities or delivery schedules which
may be specifically applicable to any particular Service, as they may be
negotiated through the course of business, shall be set forth in writing and
executed by the parties and added to this Agreement either as a new Base
Services Agreement, Statement of Work or as an amendment to this Agreement. Such
action shall not constitute a modification or change of any provision of this
Agreement or of any provision of any other Base Services Agreement, unless
expressly stated in such written agreement. In the event of any conflict between
the provisions of this Agreement and a Base Services Agreement, the terms of
this Agreement shall control unless the Base Services Agreement expressly states
that, in the event of conflict with this specific Agreement (and not conflicting
agreements generally), the Base Services Agreement shall control.

                                       5


3.5. Statements of Work, Right of First Look, and Additional Services.

      (a)   FNT may from time to time request that FIS perform services that are
            not specified herein (nor implied, as Ancillary Tasks) as being
            included in the Services ("Additional Services"). During the Term,
            if FNT wishes to outsource services similar to the Services, FNT
            will first request such services from FIS as FNT's preferred
            provider, prior to requesting them from any other service provider,
            as follows. Upon request by FNT in writing to the FIS Relationship
            Manager in detail sufficient for FIS to respond, FIS will promptly
            respond in an amount of time appropriate to the complexity of
            project, but in no event more than ten (10) days later, providing
            FNT, in writing, (1) (A) a description in reasonable detail of the
            work FIS proposes to perform to fulfill the request for Additional
            Services, including when appropriate suggested software and/or
            hardware, (B) a schedule for commencing and completing such
            Additional Services, and (C) FIS'S full prospective charges and/or
            rates for completing and/or maintaining such Additional Services or
            (2) an estimate of time by which FIS shall provide to FNT the
            information set forth in subsections 3.5(a)(1)(A), (B) and (C)
            hereof.

      (b)   If FNT determines to move forward with such Additional Services from
            FIS on the terms offered, the parties shall work together over an
            appropriate period of time, not to exceed ten (10) days, to
            determine the following matters and develop a schedule for an
            appropriate Statement of Work: (1) when appropriate, any new
            software or hardware required by FIS to deliver the Additional
            Services, (2) when appropriate, if requested by FNT, the Designated
            Software, Equipment and run time requirements necessary to develop
            and operate any new applications required to deliver the Additional
            Services, (3) when appropriate, a description of the human resources
            necessary to develop and provide the Additional Services, (4) when
            appropriate, a list of any existing applications or hardware
            necessary to be used in delivering the Additional Services, and an
            assessment of the impact on then-current Services supported by such
            applications and/or hardware, (5) when appropriate, acceptance test
            criteria and procedures for any new applications, products, packages
            or services which are part of any Additional Services and (6) the
            applicable Fees. Thereafter, the parties shall mutually agree upon
            the time frame for the completion of the Statement of Work.

      (c)   If after FNT's receipt of FIS'S initial response to FNT's request
            for Additional Services containing the information set forth in
            Section 3.5(a)(1), FNT determines to move forward with such
            Additional Services it may elect, in writing, to have FIS promptly
            commence performance of such Additional Services on a time and
            materials basis, in accord with the FIS response and all applicable
            terms herein, pending execution of a definitive Statement of Work
            and for an FNT-specified period of not more than sixty (60) days.
            Such interim work shall be performed on a time and materials basis
            at the Professional Services Rate set forth in Exhibit B. If FNT
            indicates to FIS its desire to negotiate a Statement of Work
            pending, during or instead of, assuming a time and materials
            arrangement, the Parties shall promptly commence negotiations
            thereof. Either party may discontinue

                                       6


            negotiation of the definitive Statement of Work at such party's
            discretion at any time. Alternatively, if the FIS response is not
            acceptable to FNT, FNT may propose to, or request from, FIS a
            revision or refinement of the form or substance of FIS'S initial
            response. FIS will promptly (but in no event more than five (5) days
            later) respond with (1) a revised proposal or (2) an estimate of
            time by which FIS shall provide a revised proposal, and the process
            described above may repeat. A request by FNT for a revised proposal
            shall not be deemed a rejection of the original FIS proposal which
            may be taken up on a time and materials basis at any time within
            sixty (60) days of the relevant FIS response. If FIS fails to timely
            respond to a request for revised proposal, FNT may, for all
            purposes, deem such inaction as a rejection by FIS of the
            opportunity to make a counter proposal.

      (d)   FIS shall not commence, nor shall FNT be liable to pay for, any
            Additional Service unless and until FIS and FNT have entered into
            either a time and materials agreement or Statement of Work (as
            contemplated above) or an Amendment to this Agreement in accord with
            Section 23.7 (Amendments). Upon entering into an agreement for
            Additional Services, such Additional Services shall be deemed
            included within the concept of Services.

3.6. License Management. Subject to FNT's prior written approval of FIS'S
proposed acquisition of FNT Software and the related Pass Through Expenses, upon
FNT's request, FIS shall obtain in FNT's name, comply with and maintain (for so
long as used to support Services) all software licenses for FNT Software. FIS
shall maintain, substantially current, a log of all FNT Software and FIS
Software used or accessed by FNT or its customers and upon FNT's request from
time to time shall provide FNT with a Report (i) identifying all current
software comprising FNT Software and FIS Software used or accessed by FNT or its
customers, and (ii) describing any unresolved disputes or contract claims
arising under those licenses obtained by FIS in FNT's name.

3.7. Licenses and Permits. FIS, at its expense, and with FNT's reasonable
assistance, shall obtain all business licenses and permits required by any
applicable legal requirement, including laws, regulations, rules, orders,
decrees or legislative enactments of any kind which FIS is required to have
obtained in order to perform the Services.

3.8. Change Control Procedures. The change control procedures initially
applicable hereto shall be those described in Section 4.1 of Exhibit A hereto
(the "Change Control Procedures"). In the event information contained in any
documentation is no longer accurate or current due to the implementation of a
change, FIS shall revise the impacted documentation and provide revised
documentation to FNT within five (5) days after such change. Upon reasonable
notice to FIS, and to the extent relevant to any such change, FIS shall provide
FNT access to FIS'S operations procedures which relate to the provision of the
Services, as documented by FIS, and subject to FIS'S confidentiality obligations
to third parties.

3.9. Product Discontinuation. With respect to any FNT Equipment, FNT Third Party
Software which FIS uses to provide Services, or FIS Software used in connection
with the provision of the Services under this Agreement which is scheduled for
discontinuation by the

                                       7


manufacturer thereof, FIS will provide FNT with written notice of such planned
discontinuation and will make recommendations for replacement.

3.10. Improved Technology and Practices.

      (a)   Within thirty (30) days after each January 1 and July 1 during the
            Term, the Management Committee will review actual information
            technology trends during the previous calendar year based on
            objective third-party information presented by either party and
            update the Technology Plan accordingly. Subject to the Change
            Control Procedures of this Agreement, FIS shall cause the Services
            to evolve and to be modified, enhanced, supplemented and replaced as
            necessary for the Services to keep pace with technological advances
            and advances in the methods of delivering services, at least to the
            extent that such advances are at the time pertinent in general use
            within the insurance industry. FIS shall not be required under the
            terms of this Agreement to replace equipment, software or other
            technology in less than three (3) years after its acquisition by FIS
            provided that: (1) at the time of acquisition the equipment,
            software or other technology was current, in so far as such
            equipment, software or technology was in general use in the
            financial institution industry, (2) FIS did not know or have reason
            to know that such equipment, software or other technology was likely
            to become obsolete in less than eighteen (18) months after
            acquisition, and (3) FIS can establish that it is unable to
            re-deploy such previously acquired technology to other uses for FNT
            or other FIS customers. FNT recognizes that such advances may be
            dependent upon the FNT Proprietary Software and Equipment.

      (b)   Any change in the technology used by FIS to provide the Services
            including changes which might materially affect FIS'S internal
            connectivity or architecture shall be implemented pursuant to the
            Change Control Procedures.

3.11. Disaster Recovery and Component Recovery. FIS shall establish and support
a disaster recovery plan, pursuant to Schedule C-8. Upon the occurrence of an
outage or interruption of Services involving a component or components of the
System or FNT Proprietary Software covered by the disaster recovery and
processing restoration plan, FIS shall provide the recovery and restoration
Services described in the relevant Base Services Agreement.

3.12. Reports. During the Term and the Termination Assistance Period, FIS will
continue to provide to FNT those reports, including without limitation Service
Level Reports and business reports which FIS or any Subsidiary is providing to
any FNT Entity as of the date of execution hereof, on the current schedule
therefor or as subsequently agreed, together with such additional reports as are
specified herein or as may be reasonably requested by FNT from time to time
(collectively, the "Reports" and each, a "Report"), including, specifically, a
monthly report of actual Service Levels as contrasted to then-current contract
Service Levels. Expenses of monitoring FNT performance or otherwise enabling
relevant data capture, and otherwise of providing the Reports, shall be borne by
FIS. Reports shall be provided in electronic copies.

3.13. Compliance Environment. FIS acknowledges that FNT and certain FNT Entities
are subject to various general and industry-specific laws and regulations, and
that FNT has

                                       8


promulgated and provided to FIS (and will promulgate from time to time and
provide to FIS) various internal policies to assure compliance with such laws
and regulations. FNT shall apprise FIS from time to time of laws and regulations
uniquely applicable to FNT Entities to the extent regulated by State Departments
of Insurance, and of proposed changes to such laws and regulations and, when
applicable, anticipated effective dates (each, a "Regulation"). To the extent
that such Regulations and/or the Fidelity Information Security Policy have an
impact on the Services, FNT will advise FIS of such impact and the Services
(including, if appropriate, adjustments to the Service Levels and the Fees
therefor) shall be adjusted appropriately pursuant to the Change Control
Procedures. Subject to the foregoing, FIS will operate and deliver its Services
in compliance with the Fidelity Information Security Policy. All changes to the
Services shall be made in accordance with the Change Control Procedures. Subject
to mutually agreed upon lead times for implementation, all Services shall be
performed by FIS and FIS Subcontractors in a manner consistent with Regulations
as made known to FIS from time to time and reflected in the Services pursuant to
Change Control Procedures, modifying operations and practices as necessary.

3.14. Title to Work Product. FIS agrees that each item of FIS work product that
constitutes FNT Software or FNT Data or changes thereto created by or for FIS by
reason of its undertakings to provide Services to FNT (excluding all
Confidential Information of FIS and its Subsidiaries) or work product that FNT
specifically retains FIS to create as part of the Services (e.g. under Schedule
C-9), including without limitation software, data bases, files, compilations,
logs and reports is, to the extent applicable, a "work made for hire" as defined
under U.S. copyright law and that, as a result, FNT shall own all copyrights in
such work product as it arises or otherwise comes into being. To the extent that
such work product does not qualify as a work made for hire under applicable law,
and/or to the extent that any of the foregoing includes content subject to
copyright, patent, trademark, trade secret, or other intellectual property
rights, FIS hereby continuously assigns to FNT, its successors and assigns, all
right, title and interest in and to any such work product as the same arises or
otherwise comes into being during the Term, including all copyrights, patents,
trademarks, trade secrets, and other proprietary rights therein (including
renewals thereof). From time to time during or following the Term, FIS shall
execute and deliver to FNT such additional instruments, and take such other
actions, as FNT may reasonably request to confirm, evidence or carry out the
grants of rights contemplated by this paragraph. FIS shall own other work
product it creates, as further described in Section 9.3(a) regarding FIS
Proprietary Software. Notwithstanding the foregoing FIS shall retain the rights
to utilize any skills, knowledge, and expertise that it develops in performing
the Services, in connection with the services FIS provides to third parties, so
long as, in doing so, FIS does not use any tangible embodiment of FNT-owned work
product or otherwise violate FIS'S obligations of confidentiality under Article
16. Without prejudice to any other licenses granted elsewhere, the preceding
sentence will not constitute a license of FNT copyrights or patents.

3.15. FIS Affiliate Statements of Work. Notwithstanding anything herein to the
contrary, certain non-subsidiary affiliates of FIS, including without limitation
SoftPro and FNIS' Real Estate Division (each, an "Affiliate Provider") may, with
the consent of FNT, enter into Statements of Work for which the Affiliate
Provider shall have direct liability to FNT (and for which, notwithstanding
Section 3.2 above, FIS shall have no liability.) In such event, the Affiliate
Provider shall simultaneously execute and deliver a copy of Exhibit 3.15 hereto,
duly completed, agreeing to the applicable terms of this Agreement as set forth
in Exhibit 3.15 and as

                                       9


necessary to accommodate the disintermediation of FIS with respect to the
undertaking of the Affiliate Provider.

ARTICLE 4.   CUSTOMER SATISFACTION

4.1. Baseline FNT Satisfaction Survey. FIS shall administer a baseline customer
satisfaction survey, in form and content reasonably satisfactory to FNT, and
compile and share the results with the FNT Relationship Managers, no later than
December 31, 2005, with content and scope, and pursuant to procedures, agreed
between FNT and FIS. The survey conducted pursuant to this Section 4.1 will
constitute the baseline for measurements of performance improvements described
in Section 4.2.

4.2. FNT Satisfaction Survey. At least once every twelve (12) months and, at
FNT's request, up to two (2) times in any year on or about dates specified by
FNT on no less than thirty (30) days' notice, FIS shall conduct a customer
satisfaction survey. The survey must, at a minimum, cover (a) end-users of the
Services and (b) senior management of end-users. The content, scope, method and
timing of the above surveys are subject to FNT's and FIS'S prior agreement, and
must be consistent with the baseline FNT survey conducted pursuant to Section
4.1 except that any new application or Service will be included in any such
survey undertaken more than thirty (30) days following implementation of such
application or Service. FIS will make reasonable efforts to increase FNT
satisfaction throughout the Term. FIS will use reasonable efforts to make an
increase in FNT satisfaction a key performance incentive in connection with the
compensation for key executives of FIS assigned to FNT's account.

ARTICLE 5.   SERVICE LEVELS; SERVICE LEVEL CREDITS; ADJUSTMENTS TO SERVICE
             LEVELS

5.1. Services. At all times FIS'S level of performance shall be at least equal
to specific Service Levels identified in or pursuant to this Agreement, as such
Service Levels may be modified from time to time. All Services hereunder
(including but not limited to Ancillary Tasks and Additional Services) shall
also be performed in accordance with the Base Services Agreements.

5.2. Adjustment of Service Levels. FIS shall use reasonable efforts throughout
the Term to continuously improve the quality and efficiency of its performance
of the Services taken as a whole. Additionally, as the relevant technology that
FIS uses in its overall operations changes and improves, FIS will use all
reasonable efforts to improve the Services in a similar fashion as appropriate.
Either FNT or FIS may, upon notice to the other party, no more frequently than
two (2) times in any calendar year, initiate negotiations to review and, upon
agreement by FNT and FIS, adjust the Service Level(s) which such party in good
faith believes is inappropriate, ineffective or irrelevant at that time or to
reflect improved efficiencies and/or capabilities enabled by advances in
technology, processes and methods implemented by FIS, including without
limitation changes pursuant to the Technology Plan. During such reviews, FIS
shall work with FNT to identify possible cost/service level tradeoffs (but any
resulting changes in the Service Levels shall be implemented only if mutually
agreed). As new technologies and processes are introduced, the Parties shall
establish additional Service Levels reflecting industry appropriate practices
for those technologies and processes. Until such time as such additional

                                       10


Service Levels for those technologies and processes are agreed upon by the
parties, FIS shall provide Services in no event at a level less than provided by
FIS to any other of its similarly situated customers, internal or external.

5.3. Failure to Perform; Root-Cause Analysis. If FIS becomes aware of its
failure to meet any Service Level, whether through internal monitoring or by
receipt of notice from FNT, (each such event being a "Failure Recognition
Event"), FIS shall promptly assess the nature, severity and tractability of the
failure and provide either a solution or work-around with respect to such
failure within twenty-four (24) hours of the Failure Recognition Event (or
within any lesser period which may be required by Exhibit H or otherwise with
respect thereto) and, if providing a work-around, will correct such failure as
promptly as possible, but in any event within five (5) days of the Failure
Recognition Event (or within any lesser period which may be required by Exhibit
H or otherwise with respect thereto), at no additional cost to FNT. FIS shall
use reasonable commercial efforts to minimize the time that a work around (as
opposed to a solution) is utilized. FIS shall complete a root-cause analysis
within fifteen (15) calendar days of the Failure Recognition Event. During such
process, FIS shall keep FNT apprised of progress toward a resolution. Further,
FIS shall, at its expense, promptly investigate, assemble and preserve pertinent
information with respect to, and report on the causes of, the problem causing
the Service Level failure, including performing a root-cause analysis of the
problem to identify the cause of such failure. If the root-cause analysis
reflects that FNT Software, FNT Third Party Software (except FNT Third Party
Software licensed by FNT that is not FNT Approved Software) or FNT Equipment was
the primary basis in FIS'S failing to meet the Service Level or if such failure
is due to an exception to Service Level performance under Exhibit H, then (a)
FIS will promptly provide FNT with a complete copy of such root-cause analysis
including a detailed description of the causes of the failure and the actions
taken by FIS to correct such failure, (b) FNT shall reimburse FIS for any out of
pocket costs or expenses incurred by FIS for correction of such failure, (c) FIS
shall be excused from the compliance of applicable Service Levels and the
payment or credit of any Service Level Credits to the extent such performance is
within one or more of the Service Level exceptions reflected on Schedule H, and
(d) FNT will compensate FIS at FIS'S full rates under this Agreement for any
incremental personnel, beyond those that would otherwise be performing Services,
required for FIS to correct the failure.

5.4. Service Level Credits. In the event of a failure of FIS to provide the
Services in accordance with the applicable Service Levels set forth on Exhibit
H, FIS will incur the Service Level Credits identified in, and according to, the
schedule set forth in Exhibit H. Except as expressly set forth herein, FNT's
sole and exclusive monetary remedy for FIS'S failure to comply with Service
Levels for those Services for which FNT has elected to receive Service Level
Credits, shall be the Service Level Credits; FNT nonetheless may exercise any
applicable right of whole or partial termination provided for in Section 18 of
this Agreement to the extent that the facts and circumstances so justify.

5.5. Priority of Recovery of Services. Until such time as the baseline has been
completed and the terms and conditions of the Base Services Agreement for
Disaster Recovery Services have been agreed upon, FIS shall give the recovery of
its capabilities to perform the Services and the resumption of its actual
performance of the Services the same or greater priority it gives to recovering
its capabilities to perform services and resuming its performance of those
services for any other similarly situated customer of FIS and FIS'S own
operations.

                                       11


5.6. Service Level Measurement. FIS shall utilize the necessary measurement and
monitoring tools and procedures required to measure and report FIS'S performance
of the Services against the applicable Service Levels. Such measurement and
monitoring shall permit reporting at a level of detail sufficient to verify
compliance with the Service Levels, and shall be subject to audit by FNT as
described below in Section 5.7. FIS shall provide FNT with information regarding
such tools and procedures upon request, for purposes of verification, project
and contract management.

5.7. Service Level Audit. FNT may, at FNT's expense, audit the operations,
procedures, policies and Service Levels of FIS relevant to the Services and this
Agreement, on ten (10) business days prior written notice to FIS and at times
mutually agreeable by FIS so as to not materially disrupt the operations of FIS,
acting itself (a "Service Level Auditor"). The Service Level Auditor shall
perform a review and audit of FIS'S performance of the Services in relation to
the required Service Levels (a "Service Level Audit"). If the Service Level
Auditor is required to prepare and submit to FNT a written report of the results
of the Service Level Audit (a "Service Level Audit Report"), FNT will deliver to
FIS a copy of the Service Level Audit Report within thirty (30) days of FNT's
receipt thereof.

ARTICLE 6.   SERVICE LOCATIONS

6.1. FIS Service Locations. The Services will be provided from one or more of
FIS'S data centers or other service locations identified in Exhibit E or
otherwise designated by FIS and agreed by FNT (collectively, the "FIS Service
Location(s)") or from an FNT Location, as set forth in the applicable Base
Services Agreement. In the event FIS proposes to move an FIS Service Location,
or the support of a Service Component (either, an "FIS Service Location Move"),
FIS shall provide FNT no less than sixty (60) days prior written notice of such
proposed move specifying the Service Components affected and the current and
future proposed supporting FIS Service Location. Within thirty (30) days after
such notice, FIS and FNT shall agree, in writing, as to the scope of such FIS
Service Location Move and any assumptions underlying the FIS Service Location
Move which might affect costs or expenses of FNT caused by such FIS Service
Location Move. Within thirty (30) days after such agreement, FNT will give to
FIS, in writing, a description of those costs and expenses which FNT in its
reasonable and good faith judgment anticipates will be caused by the FIS Service
Location Move ("Move Expense Summary"). Within sixty (60) days after an FIS
Service Location Move occurs, FIS shall credit to FNT those costs and expenses
of FNT which FNT establishes were caused by the FIS Service Location Move, but
not more than 110% of the amount specified for each cost or expense in the Move
Expense Summary.

If the scope of, or assumptions underlying, the FIS Service Location Move change
from those to which the parties agreed, the parties will agree in good faith to
make an equitable adjustment to the Move Expense Summary to reflect such
differences. Labor costs caused by the FIS Service Location Move shall be based
on FNT's actual salary and benefit expense for such labor. FNT shall provide FIS
with the project plan for expenses incurred in connection with the FIS Service
Location Move (the "FIS Service Location Project Plan") promptly following the
completion of the FIS Service Location Move. The FIS Service Location Project
Plan shall indicate the time spent by each FNT personnel in connection with the
FIS Service Location Move in bi-monthly

                                       12


increments, a description of such personnel's activities, the direct payroll
expense for such personnel and the direct non-payroll expenses incurred for such
personnel.

6.2. Safety and Security Procedures.

      (a)   FIS shall maintain and enforce, at the FIS Service Locations, safety
            and security procedures that are at least (i) compliant with
            Regulations and the Fidelity Information Security Policy in
            accordance with FIS'S obligations under Section 3.13, (ii) equal to
            industry standards for such FIS Service Locations, and (iii) as
            rigorous as those procedures in effect at the FIS Service Locations
            as of the Effective Date. FIS shall investigate and remedy any
            Security Incident (as defined below) at the FIS Service Locations,
            if applicable, in accordance with the provisions of this Section.

      (b)   At the FIS Service Locations, FIS shall maintain and comply with
            safeguards against the destruction, loss or alteration of FNT Data
            (the "Data Safeguards") which are at least (i) compliant with the
            requirements of Section 3.13, (ii) equal to generally accepted
            insurance industry standards, and (iii) as rigorous as those
            procedures used in protection of its own similar data as of the
            Effective Date. The safeguards shall include (1) FNT Data back up
            and storage which is separate from that of other FIS customers, and
            (2) upon request, reports of appropriate logs of the internal FIS
            firewall(s), FIS leveraged firewalls used to deliver FNT services or
            FIS-managed, FNT-dedicated firewalls which separate the FNT segment
            from other FIS segments (except that FIS reserves the right to mask
            certain sensitive information (e.g., FIS internal or other FIS
            customer IP addresses)). All changes to the firewall rule sets which
            will affect the delivery of the Services shall be made in accordance
            with Change Control Procedures. FNT shall be permitted to conduct,
            or to cause FIS to engage a third party (who is not a competitor and
            is mutually agreeable to FIS) to conduct, at FNT's expense and no
            more frequently than once a year, a review of FIS'S information
            security management, the FIS firewall rule sets for the internal FIS
            firewall(s) which separate the FNT segment from other FIS segments
            or leveraged firewalls used to deliver FNT services (except that FIS
            reserves the right to mask certain sensitive information (e.g., FIS
            internal or other FIS customer IP addresses)), FIS-managed,
            FNT-dedicated firewalls and any other security procedures
            implemented at the FIS Technology Centers (as set forth in Exhibit
            E) with respect to the Systems at the FIS Technology Centers upon
            reasonable notice (which shall be no less than ten (10) days notice
            for such reviews by auditors and inspectors designated by FNT and
            upon request, regardless of advance notice (a) to the extent FNT is
            required to conduct a more immediate review for compliance with law
            and (b) for more immediate reviews by FNT regulators) and so as to
            not disrupt FIS business operations. Such access shall be provided
            to FNT in accordance with FIS'S security and audit guidelines (i.e.,
            access will be provided at the applicable FIS Service Location with
            the assistance of FIS personnel and shall include the opportunity to
            review but not copy the logs). FIS shall cooperate fully with any
            FNT investigation of a Security Incident. Such collaboration shall
            include permitting FNT access to internal audit data and logs of
            communications traffic

                                       13


            pertinent to the Security Incident, provided that FIS shall not be
            required to disclose any information regarding other customers of
            FIS.

      (c)   FIS shall maintain in effect at all times, and promulgate, within
            FIS and FIS Subcontractors performing Services, a Security Incident
            response plan, describing procedures for FIS to follow in the event
            of any actual (i) unauthorized use, access, disclosure, theft,
            manipulation and/or reproduction of FNT Data, and/or (ii) security
            breach of the Systems associated with the accessing, processing,
            storage, communication and/or transmission of FNT Data (a "Security
            Breach") or if FIS or FNT has a reasonable cause to believe that
            such a Security Breach has occurred or will occur (collectively, a
            "Security Incident"). This Security Incident Response Plan will
            include a documented escalation procedure and a process for
            notifying FNT immediately upon FIS'S becoming aware of a Security
            Incident without regard to incident point of origination.
            Communication to FNT as to a Security Incident should, in the first
            instance, be directed to the FNT Relationship Manager within one (1)
            hour of FIS'S awareness thereof, in a manner and timeframe
            consistent with California's Security Breach Notification Act and
            any other applicable law and/or regulation.

      (d)   Subject to appropriate protections of third party confidential
            information, FNT may elect, with FIS'S cooperation, to observe any
            FIS investigation associated with any such Security Incident and FIS
            will, in any event, keep FNT informed of all progress and actions
            taken in response to each Security Incident. FNT in its sole
            discretion will determine whether to provide notification to
            customers, employees or agents concerning a breach or potential
            breach of security or any other type or form of Security Incident.
            Furthermore, FNT, and not FIS, will determine the need for and will
            have the sole authority to initiate disclosure to appropriate
            government authorities in the event of a security breach, unless
            such disclosure by FIS is mandated by applicable law or regulation.

      (e)   FIS agrees to maintain on all Systems associated with access,
            processing, storage, communication and/or transmission of FNT Data,
            a continuous monitoring program to enable early detection of any
            known or suspected instance of unauthorized use, access, disclosure,
            theft, manipulation, reproduction and/or possible Security Incident.

      (f)   To the extent that any of the Services are provided from a location
            other than an FIS Service Location, including but not limited to
            locations or facilities provided by FNT to FIS for the purposes of
            providing the Services (a "FNT Location"), FIS shall comply with
            those safety and security procedures that are in effect at such FNT
            Location and of which FIS is aware or reasonably should be aware. To
            the extent FNT's personnel are present at the FIS Service Location
            in connection with the performance of the Services, FNT shall comply
            with those safety and security policies and procedures imposed by
            FIS at FIS Service Locations of which FNT is aware or reasonably
            should be aware.

                                       14


ARTICLE 7.  RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION

7.1. Relationship Managers. Each party will designate a relationship manager,
who initially will be Dan Leisle for FIS (the "FIS Relationship Manager") and
Jan Ellis, Kevin Chiarello and Neil VillacortaBuer for FNT (the "FNT
Relationship Managers") (collectively, the "Management Committee"). The
Management Committee shall meet at least once each month during the Term to
discuss any matters related to the Services or this Agreement. The FNT
Relationship Managers will serve as the primary points of contact for FIS with
respect to this Agreement. The FIS Relationship Manager will have overall
responsibility for day-to-day management and administration of the Services
provided under this Agreement and will serve as the primary contact for FNT with
respect to this Agreement. The FIS Relationship Manager shall, at the request of
FNT and with reasonable notice, attend any meeting related to this Agreement,
the Systems, the FNT Proprietary Software or any of the Services, at FIS'S
expense. If either party elects to replace a Relationship Manager, the
replacement shall have the background, experience and qualifications necessary
to perform his or her assigned duties and such party shall give the other party
reasonable notice of such replacement.

7.2.   Escalation Procedures.

      (a)   All disputes, controversies, or claims arising out of or relating to
            this Agreement, ("Dispute(s)") shall be settled as set forth in this
            Section 7.2 (unless excepted pursuant to Section 7.2(d), 12.2 or
            16.3). Disputes shall be initially referred to the Management
            Committee prior to escalation to First Tier Management (as defined
            below). If the Management Committee is unable to resolve, or does
            not anticipate resolving, a Dispute within ten (10) days after
            referral of the matter to it, then either party shall submit the
            Dispute to the First Tier Management.

      (b)   Each party will designate a first tier manager, who will initially
            be the Senior Vice President - currently Harold Fackler, for FIS and
            Chief Administrative Officer of FNT, currently Ed Dewey for FNT
            (collectively, the "First Tier Management"). The First Tier
            Management shall meet at least once every two (2) months during the
            first year hereunder, and thereafter with such frequency as the
            First Tier Management may mutually agree, but in no event less
            frequently than once every ninety (90) days, for the purposes of (a)
            discussing the status of matters related to the Services, FIS
            performance, and any other matters and (b) resolving Disputes that
            may arise under this Agreement. The First Tier Management shall
            consider Disputes in the order such Disputes are brought before it.
            The First Tier Management shall negotiate in good faith and each use
            commercially reasonable efforts to resolve such Dispute. The
            location, format, frequency, duration and conclusion of these
            elevated discussions shall be left to the discretion of the
            representatives involved subject to the last sentence of this
            Subsection 7.2(b). Upon agreement, the representatives may utilize
            other alternative dispute resolution procedures to assist in the
            negotiations. Discussions and correspondence among the
            representatives for purposes of these negotiations shall be treated
            as confidential information developed for purposes of settlement,
            exempt from discovery and production, which shall not be admissible
            in subsequent proceedings between the parties. Documents identified
            in or provided


                                       15



            with such communications, which are not prepared for purposes of the
            negotiations, are not so exempted and may, if otherwise admissible,
            be admitted in evidence in such subsequent proceeding. If the First
            Tier management is unable to resolve, or does not anticipate
            resolving, a Dispute within twenty (20) days after referral to it,
            the parties must submit the Dispute to the Executive Management (as
            defined below) pursuant to Subsection 7.2(c).

      (c)   If the negotiations conducted pursuant to Section 7.2(b) do not lead
            to resolution of the underlying Dispute to the satisfaction of a
            party involved in such negotiations, then either party may notify
            the other in writing that it desires to elevate the Dispute to the
            President of FIS, currently Hugh Harris, and the President of FNT,
            currently Randy Quirk, (collectively, the "Executive Management")
            for resolution. Upon receipt by the other party of such written
            notice, the Dispute shall be so elevated and the President of FIS
            and the President of FNT shall negotiate in good faith and each use
            commercially reasonable efforts to resolve such Dispute within
            thirty (30) days. The location, format, frequency, duration and
            conclusion of these elevated discussions shall be left to the
            discretion of the representatives involved. Upon mutual agreement,
            the Dispute may be mediated before either party may resort to
            litigation. Upon agreement, the representatives may utilize other
            alternative dispute resolution procedures to assist in the
            negotiations. Discussions and correspondence among the
            representatives for purposes of these negotiations shall be treated
            as confidential information developed for purposes of settlement,
            exempt from discovery and production, which shall not be admissible
            in any subsequent proceedings between the parties. Documents
            identified in or provided with such communications, which are not
            prepared for purposes of the negotiations, are not so exempted and
            may, if otherwise admissible, be admitted in evidence in such
            subsequent proceeding.

      (d)   In the event that a Dispute is not resolved within thirty (30) days
            after the referral of the Dispute to the Executive Management,
            either party may refer the Dispute to binding arbitration in
            accordance with the then current versions of the Commercial
            Arbitration Rules and Mediation Procedures of the American
            Arbitration Association. The arbitration will be conducted in
            Jacksonville, Florida in front of one mutually agreed upon
            arbitrator. The parties agree to participate in the management
            escalation process described in this Section 7.2 (the "Escalation
            Process") to its conclusion and not to terminate negotiations
            concerning resolution of the matters in dispute until the earlier of
            conclusion of the Escalation Process or termination or expiration of
            this Agreement. Each party agrees not to commence an arbitration
            action or seek other remedies prior to the conclusion of the
            Escalation Process, provided that either party may commence an
            arbitration action on any date (i) if, within the thirty (30) days
            thereafter, the commencement of a judicial claim might be barred by
            an applicable statute of limitations or (ii) in order to request an
            injunction to prevent irreparable harm. In such event, the parties
            agree (except as prohibited by court order) to continue to
            participate in the Escalation Process to its conclusion and to toll
            the statute of limitations until thirty (30) days after conclusion
            of the Escalation Process.


                                       16



7.3. Continuity of Services. In the event of a Dispute between FNT and FIS
pursuant to which FNT in good faith and reasonably believes it is entitled to
withhold payment and during the pendency of the dispute resolution process
described in this Article 7, FIS shall continue to provide the Services and FNT
shall continue to pay any undisputed amounts to FIS. If the Dispute relates to
performance of the Services to which a Service Level Credit is applicable, FNT
may withhold only an amount equal to that part of the Service Level Credit which
is disputed by FNT. If (i) a Dispute is not resolved within thirty (30) days
after such disputed amounts would have been payable had such amounts not been
disputed, and (ii) a Dispute or series of Disputes involves amounts totaling
greater than $100,000, the party initially taking the Dispute to the Management
Committee (the "Disputing Party") shall pay the disputed amount (the "Deposit
Amount") into an interest-bearing account with a mutually agreeable independent
financial institution (the "Deposit Institution") pending resolution of such
Dispute or Disputes. During the pendency of any Dispute, the Deposit Amount
shall be deemed for tax purposes the property of the Disputing Party and all
income on the Disputed Amount shall be income of the Disputing Party and it
shall file its tax return consistent with such treatment. Each party agrees to
payment by the Deposit Institution to the Disputing Party, as and when
necessary, the cumulative annual tax due arising from interest due earned on the
Disputed Amount. Upon resolution of the Dispute with respect to which any
Deposit Amount has been placed with a Deposit Institution, the parties shall
allocate the Deposit Amount and any fees relating to opening and maintaining the
Deposit Amount with the Deposit Institution, plus any interest earned on the
Deposit Amount or taxes paid on such interest, in accordance with the resolution
of the Dispute. For any Dispute, FIS shall continue to perform the Services at
the Service Levels and FNT shall continue to pay for such Services and any
Additional Services pending the completion of the Dispute resolution procedure
described in Article 7 subject to the foregoing provisions of this Section 7.3.

ARTICLE 8.   PROJECT STAFF

8.1. Project Staff. Subject to the terms of this Article 8, FIS shall appoint
and manage individuals with suitable training and skills as described in this
Section 8.1 to perform the Services (the "Project Staff"). FIS shall notify FNT
as soon as possible after any Project Staff member dedicated to the Services
resigns or is dismissed or for any other reason will no longer be performing
Services, whether on a permanent or temporary basis. The Project Staff assigned
to perform FIS'S obligations under this Agreement shall have experience,
training, and expertise equal to personnel with similar responsibilities in the
business in which FIS is engaged and shall have sufficient knowledge of the
relevant aspects of the Services, and shall obtain sufficient knowledge of the
practices and areas of expertise of each FNT Entity, to enable them to
efficiently and effectively perform their duties and responsibilities under this
Agreement. If FNT reasonably and in good faith recommends the removal of a
Project Staff member dedicated to providing the Services to FNT from FNT's
account, FIS shall discuss FNT's recommendation and if, after such discussion,
FNT still wishes the removal, FIS shall remove the Project Staff member. If FNT
reasonably and in good faith recommends the removal of a Project Staff member
who FIS is leveraging in providing the Services to FNT from FNT's account, FIS
shall discuss FNT's recommendation in good faith and either remove the Project
Staff member or offer other commercially reasonable alternatives to address
FNT's concerns. Nothing herein gives FNT the right to affect the employment
relationship between FIS and any employee of FIS.


                                       17



8.2. Account Manager; FTEs. FIS shall assign a team of account managers on a
full time basis to serve on FNT's account (the "Account Managers"). Such Account
Managers shall initially be Beth Rucker and Tom Weaver. FIS shall retain the
initial Account Managers throughout the Term to the extent reasonably
practicable. Upon FNT's request, and subject to availability, FIS shall assign
additional FTE's beyond the two (2) included Account Managers to FNT's account
for such additional fees as are agreed upon by FNT and FIS at the time of
assignment of such resources. "FTE" means full time equivalent personnel
resources provided by FIS which shall consist of an individual or combination of
individuals as determined by FIS. If FNT reasonably and in good faith recommends
the removal of an Account Manager from FNT's account, FIS shall discuss and in
good faith consider FNT's recommendation.

8.3. Onsite Resources. To the extent existing and available to FNT, and without
charge to FIS, FNT agrees to provide FIS with adequate premises, in good repair,
to perform FIS'S responsibilities at an FNT Location under this Agreement.
Without limiting the generality of the foregoing, FNT agrees to supply water,
sewage, heat, lights, telephone lines and equipment, air conditioning,
electricity, daily janitorial services, cafeteria services and office equipment
and furniture, and parking spaces for FIS employees under the same conditions
provided to employees of FNT in like positions. FNT will provide telephone
instruments and telephone service. In the event FNT desires to move the FNT
location after the Effective Date, FNT shall provide FIS prior notice of such
move and pay FIS for any reasonable costs incurred by FIS because of such move.

8.4. FIS Subcontractors. FIS may subcontract any of the Services to any FIS
Subcontractor in accordance with Section 3.2 above, and shall give FNT
reasonable notice thereof in writing. Notwithstanding the foregoing, FIS shall
perform the Services substantially through the use of its own employees and may
subcontract only those tasks typically subcontracted in the information
technology outsourcing industry. FIS shall not subcontract any Services which
give an FIS Subcontractor access to FNT Data to a Direct Competitor of FNT. FNT
shall have the right to direct FIS to replace any FIS Subcontractor with access
to FNT Data within a reasonable period of time if the FIS Subcontractor's
performance is materially deficient, results in misuse or disclosure of the FNT
Data, or there have been material misrepresentations by or concerning the FIS
Subcontractor. Additionally, if FNT has good faith doubts concerning the FIS
Subcontractor's ability to render future performance because of changes in the
FIS Subcontractor's ownership, management, financial condition, or otherwise,
FIS shall discuss such concerns with FNT and work in good faith to resolve FNT's
concerns on a mutually acceptable basis. "Direct Competitor" shall mean First
American Real Estate Corporation, its successors and assigns, and such other
entities and their successors and assigns operating primarily in the title
insurance industry. If FIS becomes aware that an FIS Subcontractor (or an
affiliate of an FIS Subcontractor) becomes (or becomes acquired by) a Direct
Competitor, FIS shall give prompt notice to FNT. Within thirty (30) days after
FNT has given FIS notice of FNT's desire to remove such FIS Subcontractor, FIS
shall provide FNT with an estimate of the costs and expenses which FIS in its
reasonable and good faith judgment anticipates will be required for such removal
("Removal Expense Summary"). If FNT approves the Removal Expense Summary, FIS
shall remove the FIS Subcontractor as soon as reasonably practicable and in any
event within one hundred and twenty (120) days after FNT approval of the Removal
Expense Summary. Within sixty (60) days after removal, FNT shall pay to FIS
those costs and expenses of FIS which FIS establishes were caused by the
removal, but not more than 110% of


                                       18



the amount specified for each cost or expense in the Removal Expense Summary. If
the scope of, or assumptions underlying the removal change from those to which
the parties agreed, the parties will agree in good faith to make an equitable
adjustment to the Removal Expense Summary to reflect such differences. Labor
costs caused by the removal shall be at FIS'S actual salary and benefit expense
for such labor.

8.5. Conduct of FIS Personnel. While at any FNT location, FIS'S personnel,
contractors, and FIS Subcontractors shall comply with FNT's reasonable requests,
rules, and regulations regarding personal and professional conduct (including
the wearing of an identification badge and adhering to regulations and general
safety practices or procedures) as communicated to FIS and otherwise conduct
themselves in a businesslike and professional manner. If FNT determines that a
particular employee, contractor, or subcontractor is not conducting himself or
herself in the manner required pursuant to this Section 8.5, FNT may notify FIS.
Upon such notice, FIS shall promptly investigate the matter and take appropriate
action which includes, at FIS'S reasonable discretion, removing such employee,
contractor or subcontractor from the Project Staff and providing FNT with prompt
notice of such removal. If such employee, contractor or subcontractor is
removed, FIS shall replace such employee, contractor or subcontractor with an
individual with at least such experience, qualifications and technical skills
suitable to, and generally required in connection with, the duties attendant to
the position to be filled.

8.6. Conduct of FNT Personnel. While at any FIS location, FNT's personnel,
contractors, and subcontractors shall comply with FIS'S reasonable requests,
rules, and regulations regarding personal and professional conduct (including
the wearing of an identification badge and adhering to regulations and general
safety practices or procedures) as communicated to FNT and otherwise conduct
themselves in a businesslike and professional manner. If FIS determines that a
particular employee, contractor, or subcontractor is not conducting himself or
herself in the manner required pursuant to this Section 8.6, FIS shall notify
FNT. FNT shall promptly investigate the matter and take appropriate action.

8.7. Personnel Recruitment. Except as expressly permitted by other written
agreement(s) between FIS and FNT, FIS agrees, during the Term, not to recruit
and/or hire any personnel then employed by FNT. Except as expressly permitted
herein or by other written agreement(s) between FIS and FNT, FNT agrees, during
the Term, not to recruit and hire any personnel then employed by FIS. The
provisions of this Section 8.7 shall not apply to any solicitation conducted by,
or any hiring resulting from, general public advertising (including newspapers
and trade publications) or the self-directed efforts of a placement
professional.

ARTICLE 9   PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.

9.1. Identification of Software. The parties shall use reasonable efforts to
schedule, by or promptly following the Effective Date, all software relating to
the Services controlled by each of them at the Effective Date, and shall, with
respect to prospective changes, maintain such schedule current throughout the
Term as either develops, acquires or terminates licenses for software relating
to the Services. The parties shall, promptly following the Effective Date and
quarterly thereafter, update and reconcile such schedules. Promptly following
each quarterly reconciliation, FIS shall deliver to FNT in electronic form, in a
format and on media in common use at the time, a copy of the source code for all
FNT Proprietary Software developed or


                                       19



modified by or on behalf of FIS since or from the prior such delivery, clearly
labeled in accordance with industry practice but including, at least, product,
version, date and the date of the prior delivery of source code for such
product. Prior to the acquisition, development or use of any software by FIS in
connection with the Services, the parties shall agree in writing on the
categorization of such software as one of FNT Proprietary Software, FNT Third
Party Software, FIS Proprietary Software, or FIS Third Party Software (each as
defined herein below) and upon acquisition or development, shall add such
software to the appropriate software schedule.

9.2. FNT Software. FNT shall provide FIS the right to use at FNT's sole expense,
if any, and for use solely to provide the Services, software owned by FNT at the
Effective Date and used prior to the Effective Date to support services which
will be Services hereunder, or of which FNT acquires ownership after the
Effective Date and provides to FIS for use in providing the Services, including
pursuant to Section 3.14 above (the "FNT Proprietary Software") and the FNT
Third Party Software. All FNT Proprietary Software will be and will remain the
exclusive property of FNT. FIS will have no rights or interests in the FNT
Proprietary Software hereunder except as described in this Section 9.2. FNT
shall assist FIS in obtaining access to such software and any related
documentation in FNT's possession on or after the Effective Date. "FNT Third
Party Software" shall mean the software which is provided by FNT and licensed in
FNT's name. FNT Proprietary Software and FNT Third Party Software are
collectively referred to as "FNT Software". All FNT Third Party Software will be
and will remain the exclusive property of such third party licensors and FIS
will have no rights or interests in the FNT Third Party Software except as
described in this Section 9.2. Any license fees or other expenses reasonably
incurred by FIS in obtaining the licenses for the FNT Third Party Software shall
be paid by FNT as a Pass-Through Expense. FIS shall not, without FNT's prior
consent, decompile or reverse engineer the FNT Software. As of the Effective
Date, FNT will cause FIS to be provided access to the FNT Proprietary Software
in the form in use by FNT as of the Effective Date. Upon expiration of this
Agreement or termination of this Agreement for any reason, the rights granted to
FIS in this Section 9.2 will immediately revert to the entity which granted them
and FIS shall, at no cost to FNT, other than the transfer fees described below
(i) cease use of all FNT Software, except to the extent as required in
connection with the Termination Assistance Services, (ii) deliver to FNT a
current copy, if any, of all the FNT Software (including any related source code
in FIS'S possession or control) in the form in use as of the date of such
expiration or termination of this Agreement, (iii) destroy or erase all other
copies of the FNT Software and documentation in FIS'S possession or the
possession of FIS Subcontractors unless otherwise instructed by FNT, and (iv) if
FIS has modified or enhanced any FNT Software, FIS shall deliver to FNT all
copies of such modifications or enhancements. FIS will make reasonable efforts
to give FNT prior notice of any transfer fees which FNT must pay to affect the
transfer of any FNT Software to FNT. Upon termination of expiration of this
Agreement, at the request of FNT, FIS will make reasonable efforts to obtain for
FNT (or FNT's designee) a royalty free, perpetual, worldwide, non-exclusive
license to use the FNT Third Party Software. Any fees or other expenses
reasonably incurred by FIS in obtaining such licenses shall be paid by FNT as a
Pass-Through Expense.

9.3.  FIS Proprietary Software.

      (a)   All software and related documentation owned by FIS before the
            Effective Date which is used in connection with the Services, or of
            which FIS acquires


                                       20



            ownership after the Effective Date and which is used in connection
            with the Services (collectively, the "FIS Proprietary Software"),
            will be and will remain the exclusive property of FIS and FNT will
            have no rights or interests in the FIS Proprietary Software except
            as described in this Section 9.3. FNT agrees not to decompile or
            reverse engineer the FIS Proprietary Software. FIS shall use the FIS
            Proprietary Software, and subject to the Change Control Procedures,
            such other software as FIS shall determine is necessary to provide
            the Services.

      (b)   Upon expiration or termination of this Agreement for any reason
            other than material breach of FIS'S intellectual property rights
            under this Agreement by FNT or an FNT Entity, FIS shall deliver to
            FNT a copy of such FIS Proprietary Software in the form being used
            on the effective date of such expiration or termination, together
            with related documentation and source code, certified by FIS as
            substantially complete and up to date. FNT (or FNT's designee which
            is not a competitor of FIS) shall receive a fully paid up, royalty
            free, perpetual, worldwide, non-exclusive license subject to FIS'S
            standard licensing terms and conditions for the FIS Proprietary
            Software along with any related FIS Developed Items upon payment to
            FIS of a reasonable license fee. In no event shall such license fee
            exceed the fair market value of such software license or, if no such
            fair market value can be established, the documented cost of FIS'S
            development effort therefor divided by the number of its clients
            then benefiting from its use. FNT shall not be required to pay
            license fees to the extent FNT has previously reimbursed FIS for
            third party license fees associated therewith whether as a
            Pass-Through Expense or otherwise.

      (c)   To the extent permitted by third party licenses pursuant to which
            FIS licenses FIS Third Party Software, FIS hereby grants FNT a fully
            paid up, royalty free, perpetual, worldwide, irrevocable,
            non-exclusive license to use, copy, maintain, modify, enhance,
            perform, display, create derivative work from, make and have made
            (collectively "Utilize"), sublicense and permit any third party to
            Utilize the Ancillary FIS Proprietary Software. To the extent third
            party licenses pursuant to which FIS licenses FIS Third Party
            Software preclude or limit such a grant, FIS shall promptly review
            with FNT, FNT's need for rights under each such license and, at
            FIS'S expense, shall obtain a written quote from each relevant
            licensor for a commercially reasonable license to FNT for the term,
            territory and rights deemed adequate in FNT's discretion for FNT's
            purposes up to and including the terms recited hereinabove. The
            underlying decision to enter into negotiations and cost of any
            resulting license shall be solely an FNT responsibility. FIS shall
            deliver to FNT a copy of the Ancillary FIS Proprietary Software in
            the form being used upon the earlier of FNT's request and the
            expiration or termination of this Agreement. The term "Ancillary FIS
            Proprietary Software" shall mean the FIS Proprietary Software
            identified as Ancillary FIS Proprietary Software prior to creation
            or acquisition.

9.4. FIS Third Party Software. All software and related documentation licensed
or leased from a third party by FIS which will be used in connection with the
Services (collectively, "FIS Third Party Software" and, together with the FIS
Proprietary Software, the "FIS Software") will


                                       21



be and will remain the exclusive property of such third party licensors and FNT
will have no rights or interests in the FIS Third Party Software except as
described in this Section 9.4. FNT shall not decompile or reverse engineer the
FIS Third Party Software. FIS will, during the Term (i) use such FIS Third Party
Software, and such other software as FIS shall determine is necessary to provide
the Services subject to the Change Control Procedures, and (ii) provide that FNT
acquires such rights to use the FIS Third Party Software as are necessary in
connection with the provision of the Services. Any license fees or other
expenses reasonably incurred by FIS in providing the rights described in this
Section 9.4 and related to FIS Third Party Software as a Pass-Through Expense
shall be paid by FNT as a Pass-Through Expense. Except as otherwise provided
herein, upon expiration of this Agreement or termination of this Agreement for
any reason, FIS shall, (A) at the request of FNT, make reasonable efforts to
either transfer and assign to FNT (or FNT's designee) the licenses for the FIS
Third Party Software then being used in connection with the performance of the
Services or obtain for FNT or FNT's designee a sublicense to use such FIS Third
Party Software, to the extent FNT does not already have such rights and (B) to
the extent permitted under the terms of the applicable license agreement,
deliver to FNT a copy of such FIS Third Party Software in the form then in use
by FIS in connection with the Services along with related documentation. FIS
will make reasonable efforts to give FNT prior notice of any transfer fees which
FNT must pay to affect the transfer of any FIS Third Party Software to FNT. FIS
will make reasonable efforts to obtain for FNT a royalty free, perpetual,
worldwide, non-exclusive license to use the FIS Third Party Software along with
related documentation. Any fees or other expenses reasonably incurred by FIS in
obtaining such licenses shall be paid by FNT as a Pass-Through Expense. FIS
Software and FNT Software are collectively referred to as "Designated Software".

9.5. Developed Software. Except as otherwise agreed by the parties pursuant to
the Change Control Procedures, (i) enhancements or modifications to the FNT
Software and related documentation and materials FNT specifically retains FIS to
create as part of the Services (e.g., under Schedule C-9) shall be and remain
the exclusive property of FNT or its third party licensor, (ii) enhancements or
modifications to the FIS Software made by (or for) FIS for FNT in connection
with the provision of the Services and any related documentation (the "FIS
Developed Items") shall be and remain the exclusive property of FIS, and (iii)
enhancements or modifications to the FIS Third Party Software shall be and
remain the exclusive property of its third party licensor to the extent provided
for in the third party license. Except with respect to the Ancillary FIS
Proprietary Software, the rights to which are described above in Section 9.3,
the parties shall identify all other software developed by FIS upon request of
FNT and any related documentation (the "Developed Software") in writing as FNT
Proprietary Software, FNT Third Party Software, FIS Proprietary Software, or FIS
Third Party Software prior to the time of development of such Developed
Software. FNT and FIS shall each be the sole and exclusive owner of all trade
secrets, patents, copyrights, and other proprietary rights owned by each of them
prior to entering into this Agreement.

9.6. Equipment. FIS shall provide computer, network equipment and maintenance as
specified in the applicable Base Services Agreement or Statement of Work ("FIS
Equipment"). FNT shall provide all other computer and network equipment and
equipment maintenance necessary in connection with the Services and dedicated
solely to the provision of Services to FNT hereunder, including but not limited
to personal computers, printers, and related peripheral equipment and network
equipment ("FNT Equipment"). FIS Equipment and FNT Equipment are


                                       22


collectively referred to as "Equipment". FNT shall pay the costs of all media
and for the offsite storage of such media in connection with and dedicated
solely to the Services to be provided to FNT hereunder. If Equipment once
dedicated to Services is, upon audit or otherwise, discovered to be or to have
been used for other purposes, FIS shall reimburse FNT for the pro-rated portion
of such Equipment used for other purposes.

9.7.  Systems.  "Systems" shall mean collectively the Designated Software and
the Equipment, which are used to provide the Services.

ARTICLE 10. REQUIRED CONSENTS

FIS shall obtain at FNT's expense, pursuant to Section 13.9, all consents or
approvals necessary to allow FIS, its agents and FIS Subcontractors to use the
Designated Software for the benefit of the FNT Entities and to provide the
Services to FNT and for the FNT Entities to receive the Services during the Term
and the Termination Assistance Period (collectively, the "Consents"), pursuant
to the Change Control Procedures. FIS shall promptly provide to FNT a copy of
all Consents.

ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT

11.1. FIS Responsibilities. Throughout the Term, FIS will maintain a current
schedule of, manage and administer the agreements for which Pass-Through
Expenses are paid and such other agreements to which the parties mutually agree
in writing (the "FIS Managed Agreements") and provide a copy of such schedule to
FNT upon request from time to time. FIS shall provide FNT with reasonable notice
of any renewal, termination or cancellation dates and fees in respect of such
FIS Managed Agreements. FIS shall notify FNT of all available warranties and the
expiration dates thereof. Within ninety (90) days prior to the expiration of any
such warranty, FIS shall supply FNT with notice of such pending expiration and
shall acquire, upon the written instruction of FNT, any available extension of
any such warranty. FIS shall maintain all information required to make claims on
warranties for the FIS Managed Agreements and shall, with FNT's cooperation,
timely file all warranty claims. FNT may modify, terminate, or cancel any such
FIS Managed Agreement in its sole discretion. Any modification, termination, or
cancellation fees or charges imposed upon FNT in connection with any such
modification, termination or cancellation shall be paid by FNT except as
provided in the following sentence. FIS shall pay all fees and charges caused by
or resulting from FIS'S negligence related to management of the FIS Managed
Agreements.

11.2. Third Party Invoices. FIS will (1) receive all invoices submitted by third
parties in connection with the FIS Managed Agreements (collectively, the "FIS
Managed Invoices"), (2) review and correct any errors in any such FIS Managed
Invoices in a timely manner, and (3) timely pay all amounts due under such FIS
Managed Invoices. Except as otherwise provided in this Article 11, FNT shall pay
to FIS, as a Pass-Through Expense, all amounts paid by FIS for FIS Managed
Agreements, including FIS Managed Invoices.


                                       23



ARTICLE 12. DATA

12.1. Title to Data. All data and information submitted to FIS by any FNT
Entity, or learned, solicited or compiled by or for FIS for the benefit of FNT
in the course of FIS'S performance of Services ("FNT Data") is and will remain,
as between the parties, the property of FNT. FIS and its employees and agents,
and FIS Subcontractors and their employees and agents, shall not (1) use the FNT
Data for any purpose other than to provide the Services, (2) disclose, assign,
lease, transmit or otherwise provide the FNT Data to third parties (other than
to FIS Subcontractors), or (3) sell or otherwise commercially exploit the FNT
Data directly or indirectly, for consideration of any nature. FIS and FIS
Subcontractors shall not use archival tapes or other archival media containing
FNT Data other than for archival purposes.

12.2. Return of Data. FIS shall upon (i) request by FNT at any time, or (ii) the
cessation of all Termination Assistance Services, promptly return to FNT, in any
FNT-specified form or format readily deliverable at the time, and on any
specified media in common use at the time, marked to indicate the time and date
of its currency, a copy of all of the FNT Data.

12.3. Partial Return of Data. Upon FNT request, FIS shall promptly provide to
FNT a copy of any such FNT Data as FNT may specify, in any FNT-specified form or
format readily deliverable at the time, and on any specified media in common use
at the time, marked to indicate the time and date of its currency.

12.4. Timing; Expense. In the event of a request for full or partial return of
FNT Data, FNT may specify a reasonable time frame for delivery and FIS shall use
its reasonable best efforts to comply with such request, but shall in any event
comply by the later of (i) the requested response date, and (ii) five (5) days.
FIS recognizes and acknowledges the importance to FNT and its business of
continual access to FNT Data and agrees that, in no event (including pending
Dispute or inter-party litigation), shall FIS withhold FNT Data from FNT. FNT
shall pay the reasonable, actual cost of complying with such request, including
without limitation any media on which the FNT Data is stored for return and for
the shipment thereof to FNT.

ARTICLE 13. INVOICES AND PAYMENTS

13.1. Fees.  FNT will pay the fees set forth in Exhibit D, any Statements of
Work, Exhibits or Amendments (the "Fees") in consideration for FIS'S due
provision of the related Services.

13.2. Credits. If, at the termination or expiration of this Agreement, FNT is
due any credits for the period prior to the termination or expiration of this
Agreement, such credits shall be offset against any Fees becoming due thereafter
or shall be paid to FNT within thirty (30) days after said termination or
expiration.

13.3. Taxes. All amounts mentioned in this Agreement are exclusive of tax. FNT
shall pay sales, use, value added, and goods and services taxes imposed by any
federal, state, or local governmental entity for products or services provided
under this Agreement, excluding taxes based on FIS'S income and property. FNT
shall pay such tax(es) in addition to the sums due under this Agreement. FIS
shall, to the extent it is aware of taxes, itemize them on a proper VAT, GST or
other invoice submitted pursuant to this Agreement. All property, employment and
income taxes based on the assets, employees and net income, respectively, of FIS
except for


                                       24


Pass-Through Expenses shall be FIS'S sole responsibility. The parties shall
cooperate in good faith to minimize taxes to the extent legally permissible.
Each party shall provide and make available to the other party any resale
certificates, treaty certification and other exemption information reasonably
requested by the other party.

13.4. Proration. FIS will compile all periodic fees or charges under this
Agreement on a calendar month basis and will prorate such fees or charges for
any partial month based upon the ratio of days in the period hereunder to the
number of days in the month.

13.5. Invoicing and Payment. FIS will invoice FNT monthly, no later than the
fifteenth day of the month following that to which the invoice corresponds. Each
invoice will include sufficient detail directly or by reference to specific
dated Reports to enable FNT to understand the basis for the calculation of Fees
and charges then due including, as necessary, documentation of reimbursable
expenses, hours for time and materials efforts, predicates for credit
adjustments, etc. Upon FNT's request, FIS shall provide additional supporting
detail for any invoice. Any sum due to FIS pursuant to this Agreement shall be
due and payable thirty (30) days after receipt by FNT of an invoice from FIS.
Any amount not received or disputed by FNT by the date payment is due shall be
subject to interest on the balance overdue at a rate equal to the Prime Rate
plus one percent from the due date, until paid, applied to the outstanding
balance from time to time.

13.6. Rights of Set Off. With respect to any undisputed amount that (1) should
be reimbursed to FNT or (2) is otherwise payable to FNT by FIS pursuant to this
Agreement, FNT may, if such amount has not been credited against payments owed
by FNT within a reasonable period of time after such amount was due, upon notice
to FIS, deduct the entire amount owed against the charges otherwise payable or
expenses owed to FIS under this Agreement until such time as the entire amount
determined to be owed to FNT has been paid.

13.7. Refundable Items. In the event FIS receives, during the Term, any refund,
credit, or other rebate in respect of a Pass-Through Expense, FIS will promptly
notify FNT of such refund, credit, or rebate, and shall promptly pay to the
appropriate FNT Entity the full amount of such refund, credit, or rebate, in no
event later than thirty (30) days following receipt of such refund.

13.8. Inflation Adjustment.

      (a)   The Fees (exclusive of Pass-Through Expenses) shall be subject to
            adjustment as set forth in paragraphs (a) and (b) of this Section
            13.8.  The Fees shall not be adjusted pursuant to this Section
            13.8 with effect prior to January 1, 2006.  If the Bureau of
            Labor Statistics Consumer Price Index-Urban (1967=100) as
            published by the Bureau of Labor Statistics of the Department of
            Labor (the "CPIU") for 2005 or thereafter (the "Current CPI
            Index") shall increase from the CPIU applicable for the twelve
            (12) months immediately prior to the notice of increase (the
            "Base CPI Index"), then FIS may, no more often than once in any
            calendar year, upon no less than thirty (30) days prior written
            notice (but with initial effect on the first of the month next
            succeeding the 30th day following such notice), increase the Fees
            on a prospective basis.  Such increase shall not exceed, as a
            percentage, one half (1/2) of the percentage by which the Current
            CPI Index

                                       25

            increased from the Base CPI Index. The Fees (exclusive of
            Pass-Through Expenses) for any succeeding year shall be equal to the
            Fee as so increased or as further adjusted in succeeding years in
            accordance with this Section 13.8. Upon such election, FIS will
            provide to FNT a recalculation of the Fees in writing.

      (b)   If the Bureau of Labor Statistics stops publishing the CPIU or
            substantially changes the content of the CPIU, the parties shall
            substitute another comparable measure published by a mutually
            agreeable source.  If such change is merely to redefine the base
            year for the CPIU from 1967 to another year, the parties shall
            continue to use the CPIU but shall, if necessary, convert either
            the Base CPI Index or the Current CPI Index to the same basis as
            the other by multiplying such index by the appropriate conversion
            factor.

13.9. Pass-Through Expenses. FNT shall reimburse FIS, at cost, for the
pass-through expenses mutually agreed by FNT and FIS in writing and required by
FIS in providing the Services (the "Pass-Through Expenses"), to the extent such
Pass-Through Expenses are actually incurred by FIS for resources and/or
activities and to the extent actually supporting Services for FNT. FIS will
promptly provide FNT with the original third-party invoice for such expense,
together with a statement that FIS has reviewed the invoiced charges and made a
determination of which charges are proper and valid and will be paid by FNT.
Otherwise, FIS will act as payment agent for FNT and will pay all third-party
charges comprising Pass-Through Expenses. FIS will pay the amounts due and will
invoice FNT for such charges as part of the monthly billing. FIS will use
commercially reasonable efforts to minimize the amount of Pass-Through Expenses.
With respect to services or materials paid for on a Pass-Through Expense basis,
FNT reserves the right to: (i) obtain such services or materials directly from a
third party; (ii) designate the third party source for such services or
materials; (iii) designate the particular services or materials (such as
equipment make and model) FIS will obtain; (iv) require FIS to identify and
consider multiple sources for such services or materials and evaluate the
responses from such sources; and (v) review and approve a Pass-Through Expense
for such services or materials before entering into a contract for such services
or materials.

ARTICLE 14.   AUDITS

14.1. Processing. Upon at least ten (10) days notice from FNT, FIS shall provide
to auditors and inspectors designated by FNT in its notice, and upon request,
regardless of advance notice, FIS shall provide (a) to FNT (or auditors and
inspectors on behalf of FNT) to the extent FNT is required to do so for
compliance with law or regulations or (b) for more immediate reviews by FNT
regulators, reasonable access (i) during normal business days and hours (except
as may be necessary to perform security audits) to the FIS Service Locations and
(ii) at any time at any FNT location for the purpose of performing, at FNT's
expense, audits or inspections of the business of FNT as supported by FIS. FIS
shall provide such auditors and inspectors any assistance that they may
reasonably require. If any audit by an auditor designated by FNT or a regulatory
authority having jurisdiction over FNT or FIS results in FIS being notified that
it is not in compliance with any generally accepted accounting principle or
other audit requirement relating to the Services, FIS and FNT shall, within the
period of time specified by such auditor or regulatory authority, work in good
faith at FIS'S then-standard rates to comply with such auditor or regulatory
authority. If any non-compliance is due to the non-performance of an obligation
of

                                       26

FIS described in any Base Services Agreement, Statement of Work, Exhibit or
Amendment, FIS shall correct such non-compliance at no cost to FNT.

14.2. Fee Audit. FNT may, with ten (10) days prior written notice and at its own
expense, engage a third party mutually agreed to by the parties (a "Fee
Auditor") to perform a review and audit of records and reports relating only to
volumes of resources, Pass-Through Expenses and travel and living expenses
billed to FNT by FIS pursuant to this Agreement (a "Fee Audit"). FIS agrees to
cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as
defined below) and deliver any requested information to the Fee Auditor which
FIS would otherwise be required to furnish to FNT pursuant to Section 14.1
hereof at FNT's sole expense. The Fee Auditor shall prepare and submit to FNT a
written report of the results of the Fee Audit (a "Fee Audit Report"). FNT will
provide FIS with a copy of the Fee Audit Report within five (5) business days of
FNT's receipt thereof. In the event that the Fee Audit Report reveals that any
Fees have been overbilled, FIS shall (1) reimburse FNT for such Fees with
interest from the date upon which the Fee was first paid by FNT (the "Fee
Payment Date") until the date on which FIS makes such reimbursement, at the
prime rate as published in the table money rates in the Wall Street Journal on
the Fee Payment Date (or the prior date on which the Wall Street Journal was
published if not published on the Fee Payment Date), ("Prime Rate") plus one
percent and (2) if FIS is not working in good faith to resolve billing issues
identified prior to the audit and the Fees exceed by more than 5% the amount
which the Fee Auditor determines to be the proper Fee amount, pay any fees,
costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In
no event shall FIS'S liability for the cost of the Fee Audit exceed reasonable
and customary charges for such audits.

ARTICLE 15.   FORCE MAJEURE; TIME OF PERFORMANCE

15.1. Force Majeure. Neither party shall be held liable for any delay or failure
in performance of all or a portion of the Services or Additional Services or of
any part of this Agreement from any cause beyond its reasonable control which,
with the observation of its duties herein and reasonable care, could not have
been avoided or promptly remediated (including, but not limited to, acts of God,
acts of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, hurricanes, tornadoes, nuclear accidents and floods, each a "Force
Majeure Event"). Notwithstanding anything in this Agreement to the contrary,
none of (a) a failure of FIS or FNT to satisfy FIS'S or FNT's respective
obligations related to Year 2000 compliance as specified in Section 17.1 (to the
extent such failure is not otherwise due to a Force Majeure Event) or (b) the
failure of the DRP to meet the requirements of Schedule C-8, if such failure
results from FIS'S negligence in procuring or implementing the DRP, shall
constitute Force Majeure Events. Upon the occurrence of a condition described in
this Section 15.1, the party whose performance is prevented or delayed shall
give immediate written notice to the other party describing the affected
performance ("Affected Performance"), and the parties shall promptly confer, in
good faith, to agree upon equitable, reasonable action to minimize the impact,
on both parties, of such condition, including, without limitation, implementing
the DRP, if it has not already been implemented. The parties agree that the
party whose performance is affected shall use commercially reasonable efforts to
minimize the delay caused by the Force Majeure Events and recommence the
Affected Performance. FNT may immediately cease paying for that part of the
Affected Performance which FIS is unable to perform. In the event the delay
caused by the

                                       27

Force Majeure Event lasts for a period of more than fifteen (15) days, the
parties shall negotiate an equitable modification to this Agreement with respect
to the Affected Performance. If the parties are unable to agree upon an
equitable modification within ten (10) days after such fifteen (15) day period
has expired, then either party shall be entitled to serve thirty (30) days
notice of termination on the other party with respect to only such Affected
Performance. If the Force Majeure Event for such Affected Performance is
continuing upon the expiration of such thirty (30) day notice period the portion
of this Agreement relating to the Affected Performance shall automatically
terminate. The remaining portion of this Agreement that does not involve the
Affected Performance shall continue in full force and effect. In such event FIS
shall be entitled to be paid for that portion of the Affected Performance for
which it has completed or in the process of completing through the termination
date.

15.2. Time of Performance and Increased Costs. FIS'S time of performance with
respect to Services performed under this Agreement shall be extended, and its
obligations under Exhibit H shall be suspended, if and to the extent reasonably
necessary, in the event that (a) FNT fails to submit data or materials in the
prescribed form agreed to by the parties or in accordance with the requirements
identified as the responsibility of FNT in this Agreement, (b) FNT fails to
perform on a timely basis or provide adequate resources to perform the tasks,
functions or other responsibilities of FNT designated as the responsibility of
FNT in this Agreement, (c) FNT or any governmental agency authorized to regulate
or supervise FNT makes any special request which extends FIS'S normal
performance schedule, or (d) any FNT Software does not perform in accordance
with its documentation or is not Year 2000 Compliant (and, in each case, the
same is necessary for FIS'S performance hereunder), or FNT or FIS (at FNT's
direction) changes or modifies the FNT Software which change or modification
materially affects FIS'S performance of the Services (each of (a), (b), (c) and
(d) an "FNT Interruption Event"). FIS shall give FNT immediate notice of an FNT
Interruption Event. If either an FNT Interruption Event occurs and FIS is not
prevented thereby from performing any Services, but the occurrence of such FNT
Interruption results in (A) an inability of FIS to perform any or all of the
Services at the Service Levels or (B) an increased cost to FIS for providing the
affected Services, FNT may elect to either (i) suspend FIS'S performance of such
Service until such time as the FNT Interruption Event no longer exists, and
continue to pay for the Services pursuant to Section 13 of this Agreement, or
(ii) elect to receive the Services from FIS in which event FIS shall be relieved
of Service Levels with respect to the affected Services for so long as the FNT
Interruption Event continues. If an FNT Interruption prevents FIS from
performing any Services, FNT shall continue to pay FIS for the Services pursuant
to Section 13 of this Agreement.

15.3. Sole and Exclusive. FIS'S sole and exclusive remedy for FNT's failure to
perform its obligations described in this Agreement (including Section
17.1(d)(1), but excluding Section 16 or use of FIS intellectual property right
beyond the scope permitted by this Agreement), and for the occurrence of an FNT
Interruption Event shall be limited as provided in this Section 15.3. In no
event shall Section 15.2 affect FIS'S right to claim (i) Fees due under this
Agreement for Services actually performed and (ii) damages to FIS for the
termination of this Agreement in whole, or in part, by FNT (which termination
FIS establishes is a breach of this Agreement) based on the lesser of (a) the
Termination Fee (described in Section 18.5) plus the Fees from the date of
termination through the notice period described in Section 18.1 and (b) Fees
based on the volumes of resources multiplied by the number of months from the
date of termination through

                                       28

the end of the Term. FIS'S failure to timely or duly perform Services hereunder
shall not be a breach hereof to the extent resulting, in whole or in part, from
an FNT Interruption Event.

ARTICLE 16.   CONFIDENTIALITY

16.1. Confidential Information. Each party shall use at least the same standard
of care in the protection of Confidential Information of the other party as it
uses to protect its own confidential or proprietary information (provided that
such Confidential Information shall be protected in at least a reasonable
manner). For purposes of this Agreement, "Confidential Information" includes (1)
all confidential or proprietary information and documentation of either party,
including the terms of this Agreement, including with respect to FNT, all FNT
Software, FNT Data, all reports, exhibits and other documentation prepared by
any FNT Entity in connection with any bid or proposal process and with respect
to FIS, the FIS Software, any financial information, and reports, exhibits and
other documentation prepared by FIS in connection with any bid or proposal
process. Each party shall use the Confidential Information of the other party
only in connection with the purposes of this Agreement (including administration
and dispute resolution), and shall make such Confidential Information available
only to its employees, subcontractors, or agents having a "need to know" with
respect to such purpose. Each party shall advise its respective employees,
subcontractors, and agents of such party's obligations under this Agreement.
Except as otherwise required by the terms of this Agreement (including Article
18) or applicable law or national stock exchange rule, in the event of the
expiration of this Agreement or termination of this Agreement for any reason all
Confidential Information of a party disclosed to, and all copies thereof made
by, the other party shall be returned to the disclosing party or, at the
disclosing party's option, erased or destroyed. The recipient of the
Confidential Information shall provide to the disclosing party certificates
evidencing such destruction. The obligations in this Section 16.1 will not
restrict disclosure by a party pursuant to applicable law, or by order or
request of any court or government agency; provided that, prior to such
disclosure the receiving party shall (i) immediately give notice to the
disclosing party and (ii) cooperate with the disclosing party in challenging the
right to such access and (iii) only provide such information as is required by
law, such order or a final, non-appealable ruling of a court of proper
jurisdiction. Confidential Information of a party will not be afforded the
protection of this Agreement if such Confidential Information was (A) developed
by the other party independently as shown by its written business records
regularly kept, (B) rightfully obtained by the other party without restriction
from a third party, (C) publicly available other than through the fault or
negligence of the other party, or (D) released by the disclosing party without
restriction to anyone.

16.2. Work Product Privilege. FNT represents and FIS acknowledges that, in the
course of providing Services pursuant to this Agreement, FIS may have access to
(i) documents, data, databases or communications that are subject to attorney
client privilege and/or (ii) privileged work product prepared by or on behalf of
the FNT Entities in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and that FNT represents and FIS understands that
all Privileged Work Product is protected from disclosure by Rule 26 of the
Federal Rules of Civil Procedure and the equivalent rules and regulations under
the law chosen to govern the construction of this Agreement. FNT represents and
FIS understands the importance of maintaining the strict confidentiality of the
Privileged Work Product to protect the attorney client privilege, work product
doctrine and other privileges and rights associated with

                                       29

such Privileged Work Product pursuant to such Rule 26 and the equivalent rules
and regulations under the law chosen to govern the construction of this
Agreement. After FIS is notified or otherwise becomes aware that documents,
data, database, or communications are Privileged Work Product, only FIS
personnel for whom such access is necessary for the purposes of providing
Services to FNT as provided in this Agreement shall have access to such
Privileged Work Product. Should FIS ever be notified of any judicial or other
proceeding seeking to obtain access to Privileged Work Product, FIS shall, (1)
immediately give notice to FNT and (2) cooperate with FNT in challenging the
right to such access and (3) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. FNT shall pay
the cost of any additional labor expense beyond that required by this Agreement
which is incurred by FIS in complying with the immediately preceding sentence.
FNT has the right and duty to represent FIS in such resistance or to select and
compensate counsel to so represent FIS or to reimburse FIS for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If FIS is ultimately required, pursuant to an order of a court of
competent jurisdiction, to produce documents, disclose data, or otherwise act in
contravention of the confidentially obligations imposed in this Agreement, or
otherwise with respect to maintaining the confidentiality, proprietary nature,
and secrecy of Privileged Work Product, FIS is not liable for breach of such
obligation to the extent such liability does not result from failure of FIS to
abide by the terms of this Agreement. All Privileged Work Product is the
property of FNT and will be deemed Confidential Information, except as
specifically authorized in this Agreement or as required by law.

16.3. Injunctive Relief. Each party acknowledges and agrees that, in the event
of a breach or threatened breach of any provision of this Article 16, such party
shall have no adequate remedy in damages and notwithstanding the dispute
resolution clause hereinabove, is entitled to seek an injunction to prevent such
breach or threatened breach; provided, however, that no specification of a
particular legal or equitable remedy is to be construed as a waiver,
prohibition, or limitation of any legal or equitable remedies in the event of a
breach hereof.

16.4. Unauthorized Acts. Each party shall: (1) notify the other party promptly
of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (2) promptly furnish to the
other party full details of the Unauthorized Access and use reasonable efforts
to assist the other party in investigating or preventing the reoccurrence of any
Unauthorized Access, (3) cooperate with the other party in any litigation and
investigation against third parties deemed necessary by such party to protect
its proprietary rights, and (4) promptly prevent a reoccurrence of any such
Unauthorized Access.

16.5. Publicity. Except as required by law or national stock exchange rule,
neither party shall issue any press release, distribute any advertising, or make
any public announcement or disclosure (a) identifying the other party by name,
trademark or otherwise, or (b) concerning this Agreement without the other
party's prior written consent. Notwithstanding the foregoing sentence, in the
event either party is required to issue a press release relating to this
Agreement or any of the transactions contemplated by this Agreement, or by the
laws or regulations of any governmental authority, agency or self-regulatory
agency, such party shall (i) give notice and a

                                       30

copy of the proposed press release to the other party as far in advance as
reasonably possible, but in any event not less than five (5) days prior to
publication of such press release and (ii) make any changes to such press
release reasonably requested by the other party. In addition, FIS may (1)
communicate the existence of the business relationship contemplated by the terms
of this Agreement internally within FNT's organization and (2) orally and in
writing communicate FNT's identity as a reference with potential and existing
customers.

16.6. Data Privacy.

16.6.1. Where, in connection with this Agreement, FIS processes or stores
        information about a living individual that is held in automatically
        processable form (for example in a computerized database) or in a
        structured manual filing system ("personal data"), on behalf of any FNT
        Entities or their clients, then FIS shall:

            (i)   process those personal data only on the written instructions
                  of an FNT Entity (or, with an FNT Entity's prior written
                  approval, the FNT Entity's client);

            (ii)  implement appropriate administrative, physical and technical
                  measures to protect those personal data against accidental or
                  unlawful destruction or accidental loss, alternation,
                  unauthorized disclosure or access, in particular where the
                  processing involves the transmission of data over a network
                  for which FIS has responsibility, and against all other
                  unlawful forms of processing. Specifically, FIS will provide,
                  without incremental charge, an annual SAS 70 (Type II) audit
                  of its operations at each FIS Technology Center, inclusive of
                  network management from such locations, and at each FIS
                  Service Location to which such processing, in whole or part,
                  may be moved, prepared by a reputable, independent accounting
                  firm. FIS shall provide to FNT a copy of the related audit
                  report promptly after receipt by FIS of such audit report, and
                  in any event within thirty days of FIS'S receipt. FIS shall
                  also provide FNT with a copy of the management response that
                  addresses security and procedural changes suggested in any
                  audit report, if any changes are suggested. Should an audit
                  reveal unresolved deficiencies (which FIS agrees are
                  deficiencies) without a management plan to correct them, FNT
                  may require FIS to promptly provide a management response to
                  cure the deficiency and to provide documentation, as
                  reasonably requested, to demonstrate such cure to FNT's
                  reasonable satisfaction. FIS shall bear the costs of the audit
                  and any required remedial action. FIS'S security measures
                  shall be in accordance with generally accepted industry
                  standards and applicable Regulations and the Fidelity
                  Information Security Policy in accordance with FIS'S
                  obligations pursuant to Section 3.13. FNT may review FIS'S
                  then-current security procedures in accordance with the
                  procedures set forth in Section 14 of this Agreement. Should a
                  review of FIS'S security procedures and/or policies reveal
                  issues with FIS'S security procedures and/or policies that
                  constitute deficiencies as assessed against applicable
                  Regulations, the Fidelity Information Security Policy and
                  generally

                                       31

                  accepted industry standards, FNT may require FIS to promptly
                  provide a plan to cure the deficiency and to provide
                  documentation, as reasonably requested, to demonstrate such
                  cure to FNT's reasonable satisfaction. In addition to the
                  security measures previously implemented by FIS as described
                  in FIS'S then-current security procedures, FIS agrees to
                  adhere to such additional security measures with respect to
                  FNT's personal data as may reasonably be imposed by FNT in
                  accordance with Section 3.13. FNT will reimburse FIS for its
                  actual costs incurred if adherence to additional security
                  standards requested or required by FNT increases FIS'S costs
                  of operation. FIS shall promptly notify FNT of (i) any known
                  material unauthorized possession or use, or attempt thereof,
                  of the data processing files or other personal data; (ii) the
                  effect of such, and (iii) the corrective action taken in
                  response thereto;

            (iii) not disclose those personal data to any person except as
                  required or permitted by this Agreement (including without
                  limitation any confidentiality restrictions contained in it)
                  or pursuant to an FNT Entity's written consent;

            (iv)  provide full cooperation and assistance to the FNT Entities in
                  allowing data subjects (as defined in Directive 95/46/EC of
                  the Parliament and of the Council of the European Union of 24
                  October 1995) to have access to those data and/or to ensure
                  that those data are deleted or corrected if so required by any
                  FNT Entity; and

            (v)   not process those personal data except to the extent
                  reasonably necessary to the performance of this Agreement.

        Except as otherwise agreed in writing, all personal data relating to the
        FNT Entities or their clients, or any employees or representatives of
        the FNT Entities, or otherwise acquired by FIS or FIS Subcontractors as
        a result of this Agreement shall be processed on behalf of the FNT
        Entities, and FIS shall have no right to process or permit a third party
        to process such data other than in performance of FIS'S obligations
        under this Agreement.

16.6.2. FNT may instruct FIS, where FIS processes personal data on behalf of FNT
        Entities, to take such steps in the processing of those personal data as
        are reasonably necessary for the performance of this Agreement.

16.6.3. If FIS or any FIS Subcontractors transfers any of the personal data that
        were provided to FIS by FNT Entities to another jurisdiction for
        processing outside the United States, FIS shall ensure that the
        transfer, and FIS'S subsequent processing of personal data in the second
        jurisdiction, do not put the FNT Entities in breach of relevant data
        protection laws in the jurisdiction to which the personal data is
        transferred.

16.6.4. FNT Entities may, in connection with this Agreement, collect personal
        data in relation to FIS and FIS'S employees, directors and other
        officers involved in providing Services

                                       32

        hereunder. Such data may be collected from FIS, its employees, its
        directors, its officers, or from other (for example, published) sources;
        and some limited personal data may be collected indirectly at FNT's (or
        FNT's Entities') locations from monitoring devices or by other means
        (e.g., telephone logs, closed circuit TV and door entry systems).
        Nothing in this Section 16.6.4 obligates FIS or FIS's employees,
        directors or other officers to provide personal data requested by FNT.
        The FNT Entities may use and disclose any such data disclosed by FIS
        solely for purposes connected with this Agreement and for the relevant
        purposes specified in the data privacy policy of the FNT Entity (a copy
        of which is available on request). In particular, FNT may for these
        purposes transfer such data to any country in which FNT's worldwide
        organization does business (including to other FNT Entities) so long as
        FNT does so in compliance with the relevant data protection laws. FIS
        agrees to such transfer in its own right and on behalf (with the
        authority) of its employees, directors and other officers. FNT will
        maintain the same level of protection for personal data collected from
        FIS (and FIS's employees, directors and officers, as appropriate) as FNT
        maintains with its own personal data, and will implement appropriate
        administrative, physical and technical measures to protect the personal
        data collected from FIS and FIS's employees, directors and other
        officers against accidental or unlawful destruction or accidental loss,
        alternation, unauthorized disclosure or access.

ARTICLE 17.   REPRESENTATIONS AND WARRANTIES

17.1. Representations and Warranties.

      (a)   FIS represents that:

            (1)   It is a corporation duly organized, validly existing and in
                  good standing under the laws of the State of Arkansas.

            (2)   It has all requisite corporate power and authority to execute,
                  deliver and perform its obligations under this Agreement.

            (3)   With respect to the subject matter of this Agreement, it is
                  duly licensed, authorized or qualified to do business and is
                  in good standing in every jurisdiction in which a license,
                  authorization or qualification is required for the ownership
                  or leasing of its assets or the transaction of business of the
                  character transacted by it, except where the failure to be so
                  licensed, authorized or qualified would not have a material
                  adverse effect on FIS's ability to fulfill its obligations
                  under this Agreement.

            (4)   The execution, delivery and performance of this Agreement (a)
                  has been duly authorized by FIS and (b) will not conflict with
                  or result in a violation of any of the terms, conditions or
                  provisions of any note, bond, mortgage, indenture or deed of
                  trust or any license, lease agreement or other instrument or
                  obligation to which FIS is a party or by which FIS or any of
                  its assets is bound or affected.


                                       33

            (5)   It is in compliance with all applicable Federal, state, local,
                  international and foreign laws and regulations applicable to
                  it in connection with its obligations under this Agreement.

            (6)   There is no outstanding litigation, arbitrated matter or other
                  dispute to which FIS is a party which, if decided unfavorably
                  to FIS, would reasonably be expected to have a potential or
                  actual material adverse effect on FIS's or FNT's ability or on
                  FIS's cost to fulfill its obligations under this Agreement.

            (7)   None of the FIS Service Locations is in violation of
                  applicable environmental laws.

            (8)   FIS has no knowledge after due inquiry that the provision of
                  the FIS Software infringes upon the proprietary or contractual
                  rights of any third party.

            (9)   The execution, delivery and performance of this Agreement will
                  not cause a breach of any commitments by FIS to third parties.

            (10)  FIS does not have any commitments to third parties that would
                  cause a breach of FIS's obligations under this Agreement.

            (11)  No approval, authorization, or consent of any governmental or
                  regulatory authority is required to be obtained or made by FIS
                  in order for it to enter into and perform its obligations
                  under this Agreement.

            (12)  FIS has the right to use the FIS Software to provide the
                  Services and FIS is not aware of any claims of any party which
                  could reasonably threaten such use.

      (b)   Covenants and Warranties of FIS.  FIS covenants and warrants that:

            (1)   In connection with providing the Services, FIS shall comply
                  with all applicable Federal, state and local laws and
                  regulations and shall obtain all applicable permits and
                  licenses related to the FIS Service Locations.

            (2)   FIS shall maintain and keep the Systems and any other software
                  or Equipment used, exclusively or otherwise, in the provision
                  of the Services, in such condition and state of repair
                  consistent with generally accepted industry practices.

            (3)   Any FIS Proprietary Software will not contain any undisclosed
                  back door, spyware, time bomb, drop dead device, clock, timer,
                  copy protection feature, replication device, CPU serial number
                  reference or other software routine designed to disable, lock
                  or erase or otherwise interfere with normal use of a computer
                  program, data, or any other files on the user's systems,
                  automatically with the passage of time or under the positive


                                       34

                  control of a person other than a licensee of the software
                  (collectively, "Self-Help Code") and FIS will make reasonable
                  efforts to prevent the introduction of any virus, Trojan
                  horse, worm contaminants, or other software routines or
                  hardware components designed to permit unauthorized access to
                  disable, erase, or otherwise harm software, hardware or data,
                  or to perform any other similar actions (collectively,
                  "Unauthorized Code").

            (4)   FIS warrants that the Services and the Additional Services
                  will be performed in a professional and workmanlike manner in
                  accordance with the care and skill ordinarily used by other
                  members of the information processing industry practicing
                  under similar conditions for similar customers at the same
                  time, and in no event at a level less than provided by FIS to
                  any other of its similarly situated customers, internal or
                  external, until such time as the baseline has been completed
                  and the Service Levels have been mutually agreed upon.

            (5)   Year 2000 Compliance.

                  (a)   Definition. For purposes of this Section, the term "Year
                        2000 Compliant" means that the software, hardware, or
                        equipment, as applicable, manages and manipulates data
                        involving dates, including single-century, cross-century
                        and leap year formulas and date values without resulting
                        in the generation of incorrect or invalid values
                        involving such dates or causing an abnormal ending.

                  (b)   Representations Regarding the FIS Proprietary Software.
                        The FIS Proprietary Software shall be Year 2000
                        Compliant; provided, however, that FIS shall not be
                        responsible or liable for any failure of the FIS
                        Proprietary Software to be Year 2000 compliant or for
                        any improper operation or malfunction of the FIS
                        Proprietary Software under any of the following
                        conditions:


                        (i)   The failure of the FIS Proprietary Software to be
                              Year 2000 Compliant is the result, in whole or in
                              part, of either the interaction between the FIS
                              Proprietary Software and any other software or
                              systems which are not Year 2000 Compliant or the
                              interface between the FIS Proprietary Software and
                              any other software or systems which may pass data
                              into or accept data from the FIS Proprietary
                              Software; or

                        (ii)  The failure of the FIS Proprietary Software is the
                              result, in whole or in part, of any hardware,
                              operating systems, or equipment which is either
                              provided by FNT or for which, under the terms of
                              this Agreement, FIS is not responsible; or


                                       35

                        (iii) The failure is the result of modifications made to
                              the FIS Proprietary Software either by FNT or by a
                              third party at FNT's request.

                        In the event that the FIS Proprietary Software is not
                        Year 2000 Compliant, subject to the limitations set
                        forth above, FNT's sole and exclusive remedy shall be
                        that FIS shall correct and repair the FIS Proprietary
                        Software to make it Year 2000 Compliant.

                  (c)   Warranty With Respect to Services. FNT acknowledges that
                        FIS shall have no responsibility for FNT's Year 2000
                        compliance or readiness and that FIS has made no
                        representations that Services provided hereunder will
                        make FNT Year 2000 Compliant or ready.

                  (d)   Warranty with Respect to Environment. FNT acknowledges
                        that FIS is relying on the representations made by its
                        third-party suppliers regarding the Year 2000 compliance
                        or readiness of the FIS Third-Party Software, the FNT
                        Third Party Software, operating systems, machines,
                        hardware environment and equipment and that it is those
                        third-party suppliers' responsibility to provide for the
                        Year 2000 compliance of the products they manufacture or
                        provide. Upon request by FNT, FIS shall provide FNT with
                        the terms and conditions of any applicable
                        manufacturers' warranties for such products and shall
                        assign to FNT, without additional charge, such
                        warranties as the manufacturers may extend to FIS for
                        the benefit of FNT. In the event that any part of an FIS
                        Service Location supporting Services is not Year 2000
                        compliant, FIS will use its reasonable and good faith
                        efforts to cause the third-party supplier of the
                        non-compliant FIS Third-Party Software, the FNT Third
                        Party Software, operating systems, machines, hardware
                        environment or equipment to make such FIS Third-Party
                        Software, the FNT Third Party Software, operating
                        systems, machines, hardware environment or Equipment
                        Year 2000 Compliant and will replace such non-compliant
                        FIS Third Party Software, FNT Third Party Software,
                        operating systems, machines, hardware environment or
                        equipment with comparable products if FIS, in its
                        reasonable discretion, deems replacement is necessary.
                        FIS makes no representations or warranties of any kind,
                        express, implied or statutory, as to the Year 2000
                        compliance or readiness of such FIS Third-Party
                        Software, the FNT Third Party Software, operating
                        systems, machines, hardware environment and/or equipment
                        or the sufficiency thereof.

                  (e)   Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
                        SECTION, FIS MAKES NO OTHER WARRANTIES WITH RESPECT TO
                        THE YEAR 2000 COMPLIANCE OF ANY

                                       36

                        SOFTWARE, MACHINES, HARDWARE, EQUIPMENT OR SERVICES
                        PROVIDED BY FIS HEREUNDER AND ALL OTHER WARRANTIES,
                        EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO YEAR 2000
                        COMPLIANCE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
                        FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY
                        DISCLAIMED AND EXCLUDED.

      (c)   Representations of FNT. FNT represents that:

            (1)   It is a corporation duly organized, validly existing and in
                  good standing under the laws of the State of Delaware.

            (2)   It has all requisite corporate power and authority to execute,
                  deliver and perform its obligations under this Agreement.

            (3)   With respect to the subject matter of this Agreement, it is
                  duly licensed, authorized or qualified to do business and is
                  in good standing in every jurisdiction in which a license,
                  authorization or qualification is required for the ownership
                  or leasing of its assets or the transaction of business of the
                  character transacted by it, except where the failure to be so
                  licensed, authorized or qualified would not have a material
                  adverse effect on FNT's ability to fulfill its obligations
                  under this Agreement.

            (4)   The execution, delivery and performance of this Agreement (a)
                  has been duly authorized by FNT and (b) will not conflict with
                  or result in a violation of any of the terms, conditions or
                  provisions of any note, bond, mortgage, indenture or deed of
                  trust or any license, lease agreement or other instrument or
                  obligation to which FNT is a party or by which FNT or any of
                  its assets is bound or affected.

            (5)   It is in compliance with all applicable Federal, state, local,
                  international and foreign laws and regulations applicable to
                  FNT in connection with its obligations under this Agreement.

            (6)   There is no outstanding litigation, arbitrated matter or other
                  dispute to which FNT is a party which, if decided unfavorably
                  to FNT, would reasonably be expected to have a potential or
                  actual material adverse effect on FIS's or FNT's ability to
                  fulfill its obligations under this Agreement.

      (d)   Covenants of FNT:

            (1)   FNT responsibilities shall be performed in a good and
                  workmanlike manner in accordance with the care and skill
                  ordinarily used by other members of the title insurance
                  industry practicing under similar conditions at the same time.


                                       37

      (e)   FIS's sole and exclusive remedy for FNT's breach of Section 17.1
            shall be as set forth in Sections 15.2 and 15.3.

17.2. Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER FNT NOR FIS
MAKES ANY WARRANTIES WITH RESPECT TO THE AGREEMENT AND EACH EXPLICITLY DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

ARTICLE 18. TERMINATION

18.1. Termination for Convenience.  Termination of this Agreement, in whole
or in part, by FNT for convenience and associated partial termination
amounts, termination fees and minimum purchase commitments for the Services
are addressed in Exhibit I.

18.2. Termination.

      (a)   If FIS fails to perform any of its material obligations under this
            Agreement and does not cure such failure within thirty (30) days of
            receipt (or, if a cure could not reasonably be completed in thirty
            days, but FIS is diligently pursuing a cure, then within sixty (60)
            days) ("Default Cure Period") of a notice of default ("Default
            Notice") from FNT, then FNT may terminate this Agreement (or any
            relevant Specific Core Service, Statement of Work, Base Services
            Agreement, or reasonably separable Service which is separately
            priced ("Service Component")) effective on the last day of the
            Default Cure Period. FNT shall not be required to provide a Default
            Notice with respect to the occurrences described in Section 18.2(b)
            and (c). If FNT fails to timely pay undisputed amounts due
            hereunder, or otherwise breaches its duty of confidentiality in a
            manner which has or may have a material adverse impact on FIS, and
            does not cure such failure within the Default Cure Period of a
            Default Notice from FIS, then FIS may terminate this Agreement (or
            at FIS's discretion any relevant Service Component) effective the
            last day of the Default Cure Period.

      (b)   With respect to material breaches of the provisions of Section 16.1,
            16.2, and/or 16.6, the Default Cure Period under Section 18.2 will
            be two (2) business days. This Section 18.2(b) shall not limit or
            obviate in any way any other remedies to which a terminating party
            may be entitled pursuant to this Agreement, by law, at equity or
            otherwise for breach of Sections 16.1, 16.2, and/or 16.6.

      (c)   FNT may terminate this Agreement or any Service Component(s) without
            liability to either party, other than Fees for Services, Additional
            Services or Termination Assistance Services performed, if FIS has a
            Change of Control not approved by FNT. A "Change of Control" shall
            mean: (i) the consolidation or merger of FIS with or into a Direct
            Competitor of FNT or (ii) the sale of all or substantially all of
            the assets of FIS to a Direct Competitor of FNT.

                                       38

18.3.  Termination for Insolvency.

      (a)    In the event that either party:

            (1)   shall admit in writing its inability to, or be generally
                  unable to, pay its debts as such debts become due; or

            (2)   shall (i) apply for or consent to the appointment of, or the
                  taking of possession by, a receiver, custodian, trustee,
                  examiner or liquidator of itself or of all or a substantial
                  part of its property or assets, (ii) make a general assignment
                  for the benefit of its creditors, (iii) commence a voluntary
                  case under the Bankruptcy Code, (iv) file a petition seeking
                  to take advantage of any other law relating to bankruptcy,
                  insolvency, reorganization, liquidation, dissolution,
                  arrangement or winding-up, or composition or readjustment of
                  debts, (v) fail to controvert in a timely and appropriate
                  manner, or acquiesce in writing to, any petition filed against
                  it in an involuntary case under the Bankruptcy Code or (vi)
                  take any corporate, partnership or other action for the
                  purpose of effecting any of the foregoing;

            then the other party may, by giving notice thereof to such party,
            exercise any termination right, and such termination shall become
            effective as of the date specified in such termination notice.

      (b)   In the event that:

            (1)   a proceeding or case shall be commenced, without the
                  application or consent of a party, in any court of competent
                  jurisdiction, seeking (i) its reorganization, liquidation,
                  dissolution, arrangement or winding-up, or the composition or
                  readjustment of its debts, (ii) the appointment of a receiver,
                  custodian, trustee, examiner, liquidator or the like of such
                  party or of all or any substantial part of its property or
                  assets or (iii) similar relief in respect of such party under
                  any law relating to bankruptcy, insolvency, reorganization,
                  winding-up, or composition or adjustment of debts, and such
                  proceeding or case shall continue undismissed, or an order,
                  judgment or decree approving or ordering any of the foregoing
                  shall be entered and continue unstayed and in effect, for a
                  period of sixty (60) days or more days; or

            (2)   an order for relief against such party shall be entered in
                  an involuntary case under the Bankruptcy Code;

            then the other party may, by giving notice thereof to such party,
            exercise any termination right, and such termination shall become
            effective as of the date specified in such termination notice.


                                       39

18.4. Termination Assistance. Upon the termination or expiration of this
Agreement, or any Service Component, for any reason, FIS will provide FNT, at
FNT's request, the transition services reasonably necessary for FNT to effect an
orderly transition for the performance by or on behalf of FNT of the Services so
terminated. Further, FIS will provide, at FNT's request, all staff, services and
assistance reasonably required by FNT for such transition ("Termination
Assistance Services"). All Termination Assistance Services shall be at FIS's
then-standard rates for services of the type to which such Fees apply, whichever
is applicable. In the event FIS terminates this Agreement for material breach by
FNT, FNT shall prepay to FIS all anticipated fees and expenses related to the
Termination Assistance Services prior to the commencement of Termination
Assistance Services. FIS will comply with FNT's directions to accomplish the
orderly transition and migration of the Services to FNT, or any entity
designated by FNT, from FIS. FIS will continue to provide Services in connection
with Termination Assistance Services for a period of up to six (6) months after
termination or expiration of this Agreement, or any Service Component, but only
if requested by FNT, and for such further period as mutually agreed by FNT and
FIS ("Termination Assistance Period"). FIS's obligations under this Section 18.4
will also consist of the following:

      (a)   FIS shall, upon FNT's request, promptly provide FNT with detailed
            specifications and documentation available to FIS for Equipment and
            FIS Software.

      (b)   FIS shall, at FNT's request and at FNT's sole expense, make
            reasonable efforts to promptly transfer to FNT or any entity
            designated by FNT, any rights to access and to use the FIS Third
            Party Software then being used by FIS in providing the Termination
            Assistance Services under this Agreement and FIS shall, at FNT's
            request and at FNT's sole expense, make reasonable efforts to cause
            the grant to FNT, or any entity specified by FNT, of any necessary
            rights to access and use the FIS Third Party Software, to the extent
            such rights have not previously been so acquired or transferred.

      (c)   Notwithstanding Section 8.7 above, FIS hereby consents to FNT's
            solicitation and/or hiring by FNT of those Project Staff that FIS
            and FNT jointly determine, at any time after notice of termination
            of any Service Component(s), of Project Staff working on such
            Service Components.

      (d)   FIS shall make available to FNT for purchase, all Equipment owned by
            FIS and used in the provision of the Services which are dedicated
            solely to the Services, for a purchase price equal to the greater of
            (i) the then current net book value for such Equipment or (ii) the
            fair market value as determined by the Management Committee. For the
            Equipment not purchased by FNT in accordance with the provisions of
            the immediately preceding sentence, FIS shall identify, and assist
            FNT in procuring, at FNT's sole expense, suitable functionally
            equivalent replacements. Notwithstanding any of the foregoing to the
            contrary, FNT shall not be required to make any payment for the
            transfer of ownership rights to FNT of Equipment in connection with
            the purchase of which FIS originally charged FNT the purchase price
            therefor as a Pass-Through Expense. Payment shall be prorated to
            that portion of the purchase price which was not paid as a
            Pass-Through Expense.

                                       40

      (e)   At FNT's request, FIS shall make available to the extent permitted
            by the terms of a lease, all leases for the Equipment leased by FIS
            and used in the provision of the Services, and shall assist in
            obtaining consents to such assignments.

      (f)   At FNT's request, FIS shall provide training reasonably required by
            FNT for the personnel who will be assuming responsibility for
            services and operations only during the Termination Assistance
            Period. FIS shall provide training to FNT after the Termination
            Assistance Period according to FIS's standard fees and class
            schedules.

      (g)   FIS shall provide such other services only if, and at the rates,
            mutually agreed to by the Parties.

ARTICLE 19.   EXIT PLAN

19.1. Description of Termination Assistance Services.  Within one hundred
eighty (180) days of the Effective Date, FIS will provide to FNT a
description of Termination Assistance Services, reasonably acceptable to FNT.

19.2. Implementation. Upon the expiration or termination of this Agreement for
any reason:

      (a)   FIS shall provide assistance in building a detailed exit plan, which
            plan shall include, at a minimum, a high level work plan that sets
            forth the activities and associated timeline required to effect such
            a transfer and maintain ongoing operations;

      (b)   FIS shall provide the Termination Assistance Services pursuant to
            Section 18.4;

      (c)   The FNT Entities will allow FIS to use, at no charge, those FNT
            Entity facilities being used to perform the Termination Assistance
            Services for as long as FIS is providing the Termination Assistance
            Services to enable FIS to effect an orderly transition of FIS's
            resources to FNT or its designees; and

      (d)   Each party will have the rights specified in Article 9 in respect of
            the Designated Software.

ARTICLE 20.   INDEMNIFICATION

20.1. Indemnification by FIS. FIS shall indemnify, defend and hold harmless
(collectively, "Indemnify") FNT and its respective employees, agents, officers,
and designated representatives and including, for purposes of Sections 20.1(d)
and 20.3, the FNT Entities (collectively, the "FNT Indemnified Parties") from
and against any judgment, damage, fine, demand, loss, cost of any kind,
liability (including settlements and judgments) or expense (including reasonable
attorneys' fees and expenses and court costs) (collectively, "Damages"):

      (a)   arising in connection with or as a result of (i) a violation of
            international, foreign, Federal, state, local or other laws or
            regulations for the protection of persons or members of a protected
            class or category of persons, including unlawful

                                       41

            discrimination by FIS or any FIS Subcontractors or any of their
            respective employees or agents (collectively the "FIS Agents," and
            each, a "FIS Agent"), (ii) work-related injury or death caused by
            FIS or any FIS Agent; or (iii) any other aspect of the employment
            relationship of any FIS employee with FIS or the termination of the
            employment relationship with FIS (including claims for breach of an
            express or implied contract of employment), to the extent caused by
            alleged or actual improper conduct of FIS or any FIS Agent;

      (b)   relating to any amounts including taxes, interest and penalties
            assessed against FNT that are the obligations of FIS pursuant to
            Article 13;

      (c)   arising in connection with or as a result of death, personal injury,
            or damage to or loss of real or personal property, which is caused
            by the acts or omissions of FIS or any FIS Agent;

      (d)   arising in connection with or as a result of FIS's breach of any
            confidentiality obligations of FIS pursuant to Article 16; or

      (e)   arising in connection with the failure of FIS to comply with its
            obligations pursuant to Article 10.

20.2. Indemnification by FNT. FNT shall Indemnify FIS and its respective
employees, agents, officers, and designated representatives (collectively, the
"FIS Indemnified Parties", each of the FIS Indemnified Parties and the FNT
Indemnified Parties individually are referred to as an "Indemnified Party") from
and against any Damages:

      (a)   arising in connection with or as a result of (i) a violation of
            international, foreign, Federal, state, local or other laws or
            regulations for the protection of persons or members of a protected
            class or category of persons, including unlawful discrimination by
            FNT or any of FNT's subcontractors or any of their respective
            employees or agents (collectively, the "FNT Agents," and each, a
            "FNT Agent"), (ii) work-related injury or death caused by FNT or any
            FNT Agent; or (iii) any other aspect of the employment relationship
            of any FNT employee with FNT or the termination of the employment
            relationship with FNT (including claims for breach of an express or
            implied contract of employment), to the extent caused by alleged or
            actual improper conduct of FNT or any FNT Agent;

      (b)   relating to any amounts including taxes, interest and penalties
            assessed against FIS that are the obligations of FNT pursuant to
            Article 13;

      (c)   arising in connection with or as a result of death, personal injury,
            or damage to or loss of real or personal property, which is caused
            by the acts or omissions of FNT or any FNT Agent; or

      (d)   arising in connection with or as a result of FNT's breach of any
            confidentiality obligations of FNT pursuant to Article 16.


                                       42

20.3. FIS Intellectual Property Indemnification.

      (a)   FIS shall Indemnify the FNT Indemnified Parties with respect to
            Damages arising in connection with or as a result of any actual or
            alleged infringement by any of the FIS Software, FNT Third Party
            Software licensed by FIS unless the terms of the license are
            approved by FNT in writing in advance (which, upon such approval,
            will be "FNT Approved Software"), Developed Software, Documentation,
            or the manner in which the Services are performed of any patent,
            copyright, trademark, trade name or other intellectual property or
            proprietary or contractual rights of a third party. FIS shall not be
            responsible for any actual or alleged infringement of Developed
            Software or Services to the extent required by specifications or
            instructions given by FNT.

      (b)   If, in FIS's opinion, any FIS Software, FNT Approved Software, or
            Documentation or portion thereof furnished hereunder is likely to or
            does become the subject of a claim of infringement or
            misappropriation, FIS shall either recommend for FNT's consideration
            an item which is equally suitable and upon FNT's approval of the
            recommended replacement, replace the infringing item, or modify the
            alleged infringement so that it becomes non-infringing, so long as
            such modification or replacement does not cause a material
            disruption in any FNT technology systems or operations, or at FIS's
            expense, obtain the right for FNT to continue the use of such item.

      (c)   FIS shall use reasonable efforts to cause all licenses to FIS Third
            Party Software, FNT Third Party Software that FIS licenses and/or
            acquires on FNT's behalf, or other third party proprietary materials
            used to provide the Services to contain infringement indemnification
            for FNT to the same extent that such indemnification is provided
            hereunder.

      (d)   This Section states FNT's and the FNT Entities' sole and exclusive
            remedy for any actual or alleged infringement of any third party's
            intellectual property or proprietary or contractual rights.

20.4. FNT Intellectual Property Indemnification.

      (a)   FNT shall Indemnify the FIS Indemnified Parties with respect to
            Damages arising in connection with or as a result of any actual or
            alleged infringement by any of the FNT Proprietary Software, FNT
            Third Party Software as furnished by FNT under this Agreement, or
            any patent, copyright, trademark, trade name or other intellectual
            property or proprietary or contractual rights of a third party. FNT
            shall not be responsible for any actual or alleged infringement of
            FNT Proprietary Software which arises out of specifications or
            instructions given by FIS. Notwithstanding the foregoing, FNT's
            indemnification obligation to FIS Indemnified Parties for FNT Third
            Party Software that is procured by FIS and is not FNT Approved
            Software shall be limited to the amount (if any) of FNT's recovery
            relating to the claim pursuant to the applicable license agreement
            for such software.


                                       43

      (b)   If, in FNT's opinion, any FNT Proprietary Software, FNT Third Party
            Software as furnished by FNT under this Agreement and FNT Approved
            Software (but not FNT Third Party Software that is licensed by FIS
            and not FNT Approved Software), or portion thereof furnished
            hereunder is likely to or does become the subject of a claim of
            infringement or misappropriation, FNT shall either recommend for
            FIS's consideration an item which is equally suitable and upon FIS's
            approval of the recommended replacement, replace the infringing
            item, or modify the alleged infringement so that it becomes
            non-infringing, so long as such modification or replacement does not
            cause a material disruption to the Services or at FNT's expense,
            obtain the right for FIS to continue the use of such item.

      (c)   This Section states FIS's sole and exclusive remedy for any actual
            or alleged infringement of any third party's intellectual property
            or proprietary or contractual rights.

20.5. Indemnification Procedures. Upon (a) the occurrence of an event or (b) the
commencement of any civil, criminal, administrative, arbitral or investigative
claim, action, suit or proceeding (each, a "Claim") against an Indemnified
Party, in connection with which Damages have been incurred or are likely to be
incurred, notice thereof shall be given to the party that is obligated to
provide indemnification (the "Indemnifying Party") as promptly as practicable;
provided, however, that any delay on the part of the Indemnified Party in
providing such notice shall not relieve the Indemnifying Party of its
indemnification obligation except to the extent the Indemnifying Party is
detrimentally prejudiced thereby. After such notice, the Indemnifying Party
shall immediately either provide the required indemnification or take control of
the defense and investigation of the Claim, if any, and employ and engage
attorneys reasonably acceptable to the Indemnified Party to handle and defend
the same, at the Indemnifying Party's sole cost and expense. The Indemnified
Party shall, at the expense of the Indemnifying Party, cooperate in all
reasonable respects with the Indemnifying Party and its attorneys in the
investigation, trial and defense of the Claim and any appeal arising therefrom.
No settlement of a Claim that involves a remedy other than the payment of money
by the Indemnifying Party shall be entered into without the consent of the
Indemnified Party. After notice by the Indemnifying Party to the Indemnified
Party of its election to assume full control of the defense of the Claim, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal
expenses incurred thereafter by such Indemnified Party in connection with the
defense of that Claim. If the Indemnifying Party does not assume full control
over the defense of a Claim subject to such defense as provided in this Section
20.5, the Indemnified Party shall have the right to defend the Claim in such
manner as it may deem appropriate, at the cost and expense of the Indemnifying
Party.

20.6. Contribution. Notwithstanding anything herein to the contrary, if any
third party Claim is commenced against one or both parties that would, if
brought against both parties, entitle each party to indemnification from the
other under either Section 20.1, Section 20.2, Section 20.3 or Section 20.4 the
parties shall allocate between themselves any liability or expenses (including
reasonable attorneys' fees and expenses) arising out of or relating to such
Claim, according to the parties' relative shares of liability. Neither
contributory negligence nor any analogous principle shall be a defense to any
allocation of liability or expenses pursuant to this Section 20.6. An

                                       44

Indemnifying Party shall not be relieved of its obligation to provide the
defense against any Claim pursuant to such Indemnifying Party's obligations
under this Article 20, notwithstanding any dispute by such Indemnifying Party
relating to whether any act or omission of the Indemnified Party contributed to
the Claim to which the obligation to Indemnify arises.

20.7. Limitation of Liability.

      (a)   SUBJECT TO THIS SECTION 20.7, EACH PARTY SHALL BE LIABLE TO THE
            OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY
            CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN
            CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. SUBJECT TO SECTION
            20.8 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE
            CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY
            TO THE OTHER FOR DAMAGES, WHETHER ARISING IN CONTRACT, TORT, EQUITY,
            NEGLIGENCE OR OTHERWISE, EXCEED THE GREATER OF (A) THE FEES PAID BY
            FNT TO FIS PURSUANT TO THIS AGREEMENT OVER THE TWELVE MONTH PERIOD
            IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY AND
            (B) TEN MILLION DOLLARS ($10,000,000).

      (b)   IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
            PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
            WHATSOEVER.

20.8. Exclusions. The provisions set forth in Section 20.7(a) do not apply to
and do not limit damages recoverable for (a) the indemnification provisions set
forth in this Article 20 relating to third party claims, (b) breach of Section
16.1, or (c) damages arising out of gross negligence or intentional misconduct,
nor shall any such damages accrue toward satisfaction of the foregoing
limitation on damages.

ARTICLE 21.   WAIVER

      No delay or omission by a party to exercise any right or power accruing
hereunder will impair or be construed as a waiver of any such right or power nor
will such party be deemed to have waived any event of default or acquiesced in
it, and such party shall exercise every such right and power from time to time
and as often as shall be deemed expedient. All waivers shall be in writing and
signed by the party waiving its rights.

ARTICLE 22.   INSURANCE

22.1. Coverage Required. During the Term, FIS shall obtain and maintain, and
require any FIS Subcontractors performing Services pursuant to the terms of this
Agreement to obtain and maintain, without incremental cost to FNT, until the end
of the Term and for any Termination Assistance Period, insurance of the types
and in the amounts set forth below. FIS's duty to maintain such insurance
coverage for itself shall nonetheless be relieved for so long as FIS is insured
under the insurance policy or policies maintained by FNT, provided, however,
that FIS

                                       45

reimburses FNT for FIS's portion of the cost of such insurance. Upon written
agreement between the Parties at the time FIS will cease to be covered by FNT's
insurance, and subject to annual renewal, this provision may be satisfied by
FIS's self-insurance. The required insurance coverages are:

      (a)   statutory workers' compensation in accordance with all
            international, foreign, federal, state and local requirements;

      (b)   employer's liability insurance in an amount not less than $1,000,000
            per occurrence, covering bodily injury by accident or disease,
            including death;

      (c)   commercial general liability (including products/completed
            operations with coverage being maintained for a period of five (5)
            years past the termination or expiration of this Agreement and
            contractual liability insurance or such equivalent insurance in a
            foreign jurisdiction) in an amount not less than $1,000,000;

      (d)   comprehensive automobile liability covering all vehicles that FIS
            owns, hires or leases in an amount not less than $1,000,000
            (combined single limit for bodily injury and property damage);

      (e)   professional errors and omissions liability insurance in an amount
            of not less than $5,000,000 per occurrence for liability arising out
            of any negligent act, error, mistake or omission of FIS or any FIS
            Subcontractors performing Services pursuant to the terms of this
            Agreement; and

      (f)   fidelity insurance covering all employees of FIS with limits of not
            less than $2,000,000 per claim.

22.2. Insurance Documentation. To the extent third party insurance is obtained
or maintained pursuant to Section 22.1, FIS shall, within ten (10) days of
commencing work, furnish to FNT certificates of insurance or other appropriate
documentation (including evidence of renewal of insurance) evidencing all
coverage referenced in Section 22.1 and naming FNT as an additional insured on
those policies described in Section 22.1(c) and (d) above. Such certificates or
other documentation shall include a provision whereby thirty (30) days' notice
must be received by FNT prior to coverage cancellation or material alteration of
the coverage by either FIS or any FIS Subcontractors performing Services
pursuant to the terms of this Agreement, or the applicable insurer. If
reasonably requested by FNT, certified copies of any or all of the actual
policies of insurance required hereunder shall be provided to FNT.

ARTICLE 23.   MISCELLANEOUS PROVISIONS

23.1. Notices. Except as otherwise specified in this Agreement, all notices,
requests, consents, approvals, and other communications required or permitted
under this Agreement shall be in writing and shall have been deemed to have been
properly given, unless explicitly stated otherwise if sent to each of the
persons at the addresses or facsimile numbers set forth below for a party by (i)
Federal Express or other comparable overnight courier, (ii) registered or
certified mail, postage prepaid, return receipt requested, or (iii) facsimile
during normal business hours to the place of business of the recipient; provided
that any facsimile notice must be followed the

                                       46

same day with a delivery of identical notice by Federal Express or other
comparable overnight courier, for next business day delivery.

In the case of FNT, to:       Fidelity National Title Group, Inc.
                              601 Riverside Avenue
                              Jacksonville, FL 32204
                              Attention: President

With a copy to:               Fidelity National Title Group, Inc.
                              601 Riverside Avenue
                              Jacksonville, FL 32204
                              Attention:  General Counsel

In the case of FIS:           Fidelity Information Services, Inc.
                              601 Riverside Avenue
                              Jacksonville, FL 32204
                              Attention: President

With a copy to:               Fidelity Information Services, Inc.
                              601 Riverside Avenue
                              Jacksonville, FL 32204
                              Attention:  General Counsel

All notices, notifications, demands or requests so given shall be deemed given
and received (i) if mailed, three (3) days after being deposited in the mail;
(ii) if sent via overnight courier, the next business day after being deposited;
or (iii) if sent via facsimile on a business day, that day, or if sent via
facsimile on a day that is not a business day, the next day that is a business
day; provided that any facsimile notice must be followed the same day with a
delivery of identical notice by Federal Express or other comparable overnight
courier, for next business day delivery. Either party may change its address(es)
or facsimile number(s) or the individual(s) for notification purposes by giving
the other party notice of the new address(es) or telecopy number(s) and/or
individual(s) and the date upon which it will become effective.

23.2. Counterparts. This Agreement shall be executed in any number of
counterparts all of which taken together will constitute one single agreement
between the parties.

23.3. Headings. The article and section headings and the table of contents are
for reference and convenience only and will not be considered in the
interpretation of this Agreement.

23.4. Relationship. The performance by FIS of its duties and obligations under
this Agreement are that of an independent contractor and nothing contained in
this Agreement, except for the limited agency expressly provided for herein,
creates or implies an agency relationship between FNT and FIS, nor will this
Agreement be deemed to constitute a joint venture or partnership between FNT and
FIS. FIS and FNT agree that FIS is an independent contractor and its personnel
are not FNT's agents or employees for federal or state tax purposes, and are not
entitled to any FNT employee benefits. Except as specifically set forth herein,
each party assumes sole and full responsibility for its acts and the acts of its
personnel, agents and

                                       47

subcontractors. Neither party has any authority to make commitments or enter
into contracts on behalf of, bind, or otherwise obligate the other party in any
manner whatsoever except as specifically set forth herein.

23.5. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, then the remaining provisions of
this Agreement or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable will not be affected
thereby, and each such provision of this Agreement will be valid and enforceable
to the extent permitted by law.

23.6. Entire Agreement. This Agreement and each of the Exhibits and Schedules,
which are hereby incorporated by reference into this Agreement, is the entire
agreement between the parties with respect to its subject matter, and there are
no other representations, understandings, or agreements between the parties
relative to such subject matter. This Agreement is intended to supersede any and
all continuing agreements among FIS and/or Subsidiaries on the one hand and FNT
and/or FNT Entities on the other, for substantially similar services as
contemplated herein.

23.7. Amendments. No amendment to, or change, waiver, or discharge of, any
provision of this Agreement will be valid unless in writing and signed by an
authorized representative of the party against which such amendment, change,
waiver, or discharge is sought to be enforced. Notwithstanding the foregoing, at
any time prior to the Sale of FNIS or any IPO, this Agreement may not be amended
without the prior written consent of THL and TPG if such amendment would: (i)
change Section 13 (Fees) or Exhibit D (Fees), (ii) affect the Term of the
Agreement, (iii) affect FNT's ability to terminate any Services pursuant to
Section 18 and Exhibit I (Termination Fees), (iv) affect Articles 3 (Services),
4 (Customer Satisfaction), 5 (Service Levels), 8.3 (Onsite Resources) or 9
(Proprietary Rights) or Exhibit H in any manner materially adverse to FIS, (v)
affect Section 20.7 (Limitation of Liability) in any manner adverse to FIS, (vi)
affect Article 20 (Indemnification) in any manner materially adverse to FIS, or
(vii) affect this Section 23.7 (Amendment). For purposes of this Section 23.7,
(a) the term "THL" shall mean Thomas H. Lee Equity Fund V, L.P.; (b) the term
"TPG" shall mean TPG Partners III, L.P.; (c) the term "Sale of FNIS" means: an
acquisition by any Person (within the meaning of Section 3(a)(9) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in
Sections 13(d) and 14(d) thereof ("Person")) of Beneficial Ownership (within the
meaning of Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or
more of either the then outstanding shares of FNIS common stock (the
"Outstanding FNIS Common Stock") or the combined voting power of the then
outstanding voting securities of FNIS entitled to vote generally in the election
of directors (the "Outstanding FNIS Voting Securities"); excluding, however, the
following: (A) any acquisition directly from FNIS, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from FNIS or (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by FNIS or a
member of the FNIS Group; and (d) the term "IPO" means an offering and sale to
the public of any shares or equity securities of FNIS or any of its subsidiaries
pursuant to a registration statement in the United States. THL and TPG are
intended express and intended third party beneficiaries for purposes of this
Section 23.7 only.

                                       48

23.8. Governing Law. This Agreement will be interpreted pursuant to and governed
by the laws of the State of Florida applicable to contracts to be performed
within Florida, without giving effect to any conflicts of law doctrine of such
State.

23.9. Survival. The terms of Article 9, Section 12.2, Section 13.3, Article
14.2, Article 15, Article 16, Article 17, Section 18.4, Article 20, Article 21,
and Article 23 will survive the expiration of this Agreement or termination of
this Agreement for any reason.

23.10. Third Party Beneficiaries. Each party intends that this Agreement will
not benefit, or create any right or cause of action in or on behalf of, any
person or entity other than FNT or FIS or, with respect to Sections 20.1(d) and
20.3, the FNT Entities. Notwithstanding the foregoing sentence, (i) FIS shall
have the right to bring a claim against FNT to the extent such claim results
from an FNT Entity failing to abide by the terms of this Agreement and (ii) FNT
shall have the right to bring any claim against FIS on behalf of any other FNT
Entity which results from FIS's failure to deliver Services to such FNT Entity
in accordance with the terms of this Agreement or to comply with the terms of
this Agreement.

23.11. Acknowledgment. FNT and FIS each acknowledge that the limitations and
exclusions contained in this Agreement have been the subject of active and
complete negotiation between the parties and represent the parties' agreement
based upon the level of risk to FNT and FIS associated with their respective
obligations under this Agreement and the payments to be made to FIS and charges
incurred by FIS pursuant to this Agreement. The parties agree that the terms and
conditions of this Agreement will not be construed in favor of or against any
party by reason of the extent to which any party or its professional advisors
participated in the preparation of this Agreement.

23.12. Covenant of Further Assurances. FNT and FIS covenant and agree that,
subsequent to the execution and delivery of this Agreement and without any
additional consideration, each of FNT and FIS will execute and deliver any
further legal instruments and perform any acts which are or shall become
necessary to effectuate the purposes of this Agreement.



                           [signature page to follow]




                                       49

23.13. Assignment. Except as specified in Sections 3.2 and 8.4, neither FNT nor
FIS shall assign, delegate or otherwise transfer all or any part of its rights
or obligations under this Agreement or any part hereof, unless otherwise
provided for in this Agreement, without the express written consent of the
non-assigning Party. Any such attempted assignment, delegation or transfer will
be null and void and of no effect. Either party shall be permitted to assign
this Agreement to any Affiliate except that the assigning party shall remain
responsible for all obligations under this Agreement including the payment of
Fees.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                              FIDELITY NATIONAL TITLE GROUP, INC.


                              By    /s/ Raymond R. Quirk
                              -----------------------------------
                                    Raymond R. Quirk
                                    Chief Executive Officer

                              FIDELITY INFORMATION SERVICES, INC.

                              By    /s/ Michael L. Gravelle
                              -----------------------------------
                                    Michael L. Gravelle
                                    Senior Vice President



                                       50


                                   SCHEDULE I

         The defined terms used in this Agreement shall have the meanings set
forth in the Sections of this Agreement and Exhibits listed:



TERM                                                         SECTION/EXHIBITS
- ----                                                         ----------------
                                                          
Account Manager                                              8.2
Additional Services                                          3.5(a)
Affected Performance                                         15.1
Affiliate                                                    3.2
Agreement                                                    Heading
Ancillary FIS Proprietary Software                           9.3(c)
Ancillary Tasks                                              3.1(c)
As Is environment                                            3.1(a)
Base CPI Index                                               13.8(a)
Change Control Procedures                                    3.8
Change of Control                                            18.2(c)
Claim                                                        20.5
Confidential Information                                     16.1
Consents                                                     10
Core Services                                                3.3
CPIU                                                         13.8(a)
Current CPI Index                                            13.8(a)
Damages                                                      20.1
Data Safeguards                                              6.2(b)
Deadline Notice                                              2.2(a)
Default Cure Period                                          18.2(a)
Default Notice                                               18.2(a)
Deposit Amount                                               7.3
Deposit Institution                                          7.3
Designated Software                                          9.4
Developed Software                                           9.5
Director Competitor                                          8.4
Disaster                                                     Exhibit A
Dispute(s)                                                   7.2(a)
Disputing Party                                              7.3
DRP                                                          Exhibit A
Effective Date                                               Heading
Equipment                                                    9.6
Escalation Process                                           7.2(d)
Executive Management                                         7.2(c)
Expiration Date                                              2.2(a)
Failure Recognition Event                                    5.3
Fee Audit                                                    14.2
Fee Audit Report                                             14.2


                                       1





TERM                                                         SECTION/EXHIBITS
- ----                                                         ----------------
                                                          
Fee Auditor                                                  14.2
Fee Payment Date                                             14.2
Fees                                                         13.1
Fidelity Information Security Policy                         Exhibit J
First Tier Management                                        7.2(b)
FIS                                                          Heading
FIS Agent(s)                                                 20.1(a)
FIS Developed Items                                          9.5
FIS Equipment                                                9.6
FIS Indemnified Parties                                      20.2
FIS Key Employees                                            8.2
FIS Managed Agreements                                       11.1
FIS Managed Invoice(s)                                       11.2
FIS Proprietary Software                                     9.3(a)
FIS Relationship Manager                                     7.1
FIS Service Location Move                                    6.1
FIS Service Location Project Plan                            6.1
FIS Service Location (s)                                     6.1
FIS Software                                                 9.4
FIS Subcontractors                                           3.2
FIS Third Party Software                                     9.4
FNF                                                          Recitals
FNT                                                          Heading
FNT Agent                                                    20.2(a)
FNT Approved Software                                        20.3(a)
FNT Data                                                     12.1
FNT Entity(ies)                                              3.1(a)
FNT Equipment                                                9.6
FNT Indemnified Parties                                      20.1
FNT Interruption Event                                       15.2
FNT Location                                                 6.2(f)
FNT Proprietary Software                                     9.2
FNT Relationship Manager                                     7.1
FNT Software                                                 9.2
FNT Third Party Software                                     9.2
Force Majeure Event                                          15.1
FTE                                                          8.2
Future State environment                                     3.1(b)
Incidents                                                    Exhibit A
Indemnified Parties                                          20.2
Indemnify                                                    20.1
Indemnifying Party                                           20.5
Initial Term                                                 2.1
Initial Term Expiration Date                                 2.1
Management Committee                                         7.1


                                       2





TERM                                                         SECTION/EXHIBITS
- ----                                                         ----------------
                                                          
Move Expense Summary                                         6.1
NAB                                                          6.2
One Year Renewal Period                                      2.2(a)
On-Site FTEs                                                 8.2
On-Site Period                                               8.2
Operations Analyst On-Site Period                            8.2
Pass-Through Expenses                                        13.9
Personal Data                                                16.6.1
Prime Rate                                                   14.2
Privileged Work Product                                      16.2
Programmer Support On-Site Period                            8.2
Project Staff                                                8.1
Regulation                                                   3.13
Release Package                                              Exhibit A
Removal Expense Summary                                      8.4
Renewal Notice                                               2.2(a)
Renewal Period                                               2.2(a)
Renewal Right                                                2.2(a)
Report(s)                                                    3.12
Security Incident                                            6.2(c)
Self-Help Code                                               17.1(b)(3)
Service Component                                            18.2(a)
Service Level Audit                                          5.7
Service Level Audit Report                                   5.7
Service Level Auditor                                        5.7
Service Level Credit Event                                   5.4
Service Level Credit Trigger                                 5.4
Service Level Credits                                        5.4
Service Levels                                               5.1
Services                                                     3.1(a)
Statement of Work                                            3.5
Subsidiary                                                   3.1(d)
Systems                                                      9.7
Technology Review                                            3.10(a)
Term                                                         2.2(a)
Termination Assistance Period                                18.4
Termination Assistance Services                              18.4
Termination Fee                                              18.5
Two Year Renewal Period                                      2.2(a)
Unauthorized Access                                          16.4
Unauthorized Code                                            17.1(b)(3)
Utilize                                                      9.3(c)
Year 2000 Compliant                                          17.1(b)5(a)


                                       3

                                                                   Exhibit 10.17

                                                                        NOVATION

                       SOFTPRO SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of September 27,
2005 ("Effective Date") and is made by and between FNIS SoftPro, a division of
FIDELITY NATIONAL INFORMATION SOLUTIONS, INC., with its principal office at 333
East Six Forks Road, Raleigh, North Carolina, 27609 ("SoftPro"), and FIDELITY
NATIONAL TITLE GROUP, INC., with its principal offices at 601 Riverside Avenue
Jacksonville, FL 32204 ("Client" or "FNT").


        WHEREAS, Fidelity National Information Services, Inc. ("FIS"), the
parent company of SoftPro, previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares
of FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

        WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

        WHEREAS, SoftPro previously entered into a SoftPro Software License
Agreement dated as of March 4, 2005 (the "FNF Agreement") with FNF, as the
parent company of FNT and its subsidiaries, with respect to the use of certain
software and the provision of certain services, as more fully described herein;
and

        WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS and
SoftPro, all of FNF's rights and obligations under the FNF Agreement; and

        WHEREAS, SoftPro and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the license and services to
be provided by SoftPro, as more particularly described herein;

        NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:


                                       1


1.      DEFINITIONS.

        As used in this Agreement:

        1.1     "ASSISTANCE" shall mean installation, conversion planning,
                conversion, consulting assistance, workshops, training or
                education classes performed by SoftPro, or other functions
                mutually agreed to be "Assistance" by Client and SoftPro.

        1.2     "BASE MODIFICATION" shall mean any Modification which SoftPro,
                in its sole discretion, has incorporated into the base version
                of the SoftPro Software which SoftPro makes generally available
                to its customers.

        1.3     "CLIENT SERVER SOFTWARE" shall mean those client-server based
                applications set forth in Section 1.3 of Exhibit A hereto.

        1.4     "COMPETITOR" shall mean a natural or legal person offering a
                product that competes with SoftPro Software.

        1.5     "CUSTOM MODIFICATION" shall mean any Modification to the SoftPro
                Software other than a Base Modification.

        1.6     "DAYS" shall mean calendar days, unless otherwise specified.

        1.7     "DEFECT" shall mean any failure, malfunction, defect or
                non-conformity in the SoftPro Software that prevents the SoftPro
                Software in any material respect from operating and performing
                in accordance with the Documentation.

        1.8     "DOCUMENTATION" shall mean SoftPro's standard operating
                instructions relating to the SoftPro Software, consisting of one
                copy of the object code form of the SoftPro Software; a copy of
                manuals consisting of instructions and procedures for systems
                and operations personnel and end users of SoftPro Software, and
                related documentation which SoftPro makes available to its
                customers in general. SoftPro will deliver the Documentation to
                Client in paper form, on CD ROM or electronically, at SoftPro's
                discretion and in accordance with SoftPro's then-current
                practices for such delivery (except that SoftPro Software shall
                be delivered on machine readable media). Client acknowledges
                that not all items of Documentation are available in all forms
                of media. SoftPro shall have the right to change the medium upon
                which the Documentation is delivered to Client without notice to
                Client. Upon electronic delivery of Documentation, any
                obligation of SoftPro to deliver multiple numbers of copies of
                such Documentation to Client shall have no further force or
                effect.

        1.9     "ESCALATION PROCEDURES" shall mean the procedures set forth in
                Section 10.3 of this Agreement.

        1.10    "INSTALLATION SITE" shall mean each location at which the
                SoftPro Software is installed and which is either (i) owned or
                controlled by Client, (ii) owned or controlled by one or more
                subsidiaries of FIS that are involved in the operation of



                                       2


                the LSI business for FIS, or (iii) owned or controlled by a
                Client contractor (who is not a Competitor and who has executed
                a nondisclosure agreement consistent with the terms of this
                Agreement) providing use of systems to Client, and which is
                located in the United States. The initial Installation Site
                address is listed in Section 2 of Exhibit A. Client may update
                the list of Installation Sites from time to time upon thirty
                (30) Days prior written notice to SoftPro.

        1.11    "MAINTENANCE" shall mean the services described in Exhibit B
                hereto.

        1.12    "MAINTENANCE RELEASE" shall mean the current Release of the
                SoftPro Software and the immediately prior Release (provided
                that such Releases have been made available to Client), and
                shall also include, at any given time, each Release delivered to
                Client within the prior two years.

        1.13    "MODIFICATION" shall mean any customization, enhancement,
                modification or change made to the SoftPro Software authored by
                or for SoftPro under this Agreement.

        1.14    "MSA" shall mean the Master Information Technology Services
                Agreement by and between Fidelity Information Services, Inc. and
                Fidelity National Title Group, Inc. entered into as of the date
                hereof, as amended, supplemented or modified from time to time.

        1.15    "PC SOFTWARE" shall mean those personal computer-based
                applications developed by SoftPro that are set forth in Section
                1.2 of Exhibit A.

        1.16    "PROPRIETARY INFORMATION" shall mean all information disclosed
                by or for Client or SoftPro to the other during the negotiations
                hereof and/or learned by reason of the relationship established
                hereunder or pursuant hereto, including, without limitation, the
                SoftPro Software, Documentation, Releases, Modifications and all
                information, data and designs related thereto. Information
                relating to each party's business, plans, affiliates or
                customers shall also be deemed "Proprietary Information" for
                purposes of the Agreement. "Proprietary Information" shall also
                include all "non-public personal information" as defined in
                Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801,
                et seq.) and the implementing regulations thereunder
                (collectively, the "GLB Act"), as the same may be amended from
                time to time, that SoftPro receives from or at the direction of
                Client and that concerns any of Client's "customers" and/or
                "consumers" (as defined in the GLB Act).

        1.17    "RELEASE" shall mean the Base Modifications, and other new
                versions, corrections, revisions, updates, modifications and
                enhancements to the SoftPro Software and related Documentation
                that SoftPro makes commercially available, without additional
                charge, to licensees of the SoftPro Software to which SoftPro is
                providing Maintenance. A Release does not include any new or
                replacement products.



                                       3


        1.18    "SERVER" shall mean a logical server that may include one (1) or
                more physical servers.

        1.19    "SOFTPRO AFFILIATE" shall mean any majority-owned, direct or
                indirect subsidiary of SoftPro, as from time to time
                constituted.

        1.20    "SOFTPRO SOFTWARE" shall mean the object code and/or Source Code
                of any program or part of a program as described in Exhibit A
                licensed hereunder to Client. SoftPro Software includes all Base
                Modifications, all Modifications authored by or for SoftPro, and
                all Releases issued during the term of Maintenance under this
                Agreement.

        1.21    "SOURCE CODE" of SoftPro Software shall mean a copy of the
                source code (or comparable high level coding) for the SoftPro
                Software, including any annotations therein, certified by
                SoftPro to Client, upon each delivery to Client, as a complete
                and accurate copy of source code corresponding to the SoftPro
                Software as last delivered or otherwise made available by
                SoftPro (whether in pieces or in an integrated whole).

        1.22    "THIRD PARTY SOFTWARE" shall mean those third party applications
                provided by SoftPro that are set forth in Section 1.4 of Exhibit
                A.

        1.23    "USE LIMITATIONS" shall mean the use by Client of the Client
                Server Software simultaneously on no more than the number of
                Workstations licensed herein.

        1.24    "WORKSTATION" shall mean any personal computer or computer
                terminal on which use of Client Server Software is authorized.

2.      GRANT OF LICENSE.

        2.1     GRANT. Subject to Client's full payment, as due, of fees listed
                in Exhibit C, SoftPro hereby grants to Client, and Client
                accepts from SoftPro, a world-wide nonexclusive, perpetual,
                irrevocable right and object code license (except as otherwise
                provided for in Section 3 below) to use the SoftPro Software and
                Documentation at the Installation Site(s), subject to the
                restrictions and obligations set forth herein.

        2.2     DELIVERY. Client acknowledges and agrees that it has received,
                prior to the Effective Date, delivery of the SoftPro Software in
                object code form and the Documentation.

3.      SOURCE CODE DELIVERY

        3.1     DUTY TO DELIVER. Under the circumstances listed in Section 3.2
                below, solely for purposes of integration, maintenance,
                modification and enhancement of Client's installation(s) of
                SoftPro Software, SoftPro shall promptly deliver to Client a
                complete copy of Source Code, which shall be subject to all of
                the license terms and restrictions applicable to the SoftPro
                Software.



                                       4


        3.2     CONDITIONS. SoftPro's duty of delivery of Source Code as
                described above shall be immediately due and enforceable in
                equity upon any of these circumstances:

                (a)     SoftPro has given notice to Client under terms of
                        Maintenance that SoftPro shall cease, or SoftPro has
                        ceased, (i) providing Maintenance generally or (ii)
                        supporting any part of SoftPro Software, and in the
                        event of notice of future termination, such termination
                        (whenever notice is given) shall be effective within
                        twelve months.

                (b)     SoftPro shall apply for or consent to the appointment of
                        a receiver, trustee, or liquidator of all or a
                        substantial part of its assets, file a voluntary
                        petition in bankruptcy, make a general assignment for
                        the benefit of creditors, file a petition or an answer
                        seeking reorganization or arrangement with creditors or
                        take advantage of any insolvency law, or if an order,
                        judgment or decree shall be entered by any court of
                        competent jurisdiction, on the application of a
                        creditor, adjudicating SoftPro as bankrupt or insolvent
                        or approving a petition seeking reorganization of
                        SoftPro or appointing a receiver, trustee, or liquidator
                        of SoftPro or of all or substantial part of its assets,
                        and such order, judgment or decree shall continue
                        unstayed and in effect for any period of thirty (30)
                        consecutive Days.

                (c)     SoftPro shall be in breach of any material covenant
                        herein or under Maintenance (or of any Development
                        Services SOW under the MSA) which, following notice of
                        breach in reasonable detail from Client, is not cured
                        within thirty (30) Days. To the extent the breach
                        relates to Maintenance on a specific module or separable
                        component of SoftPro Software, the duty of Source Code
                        delivery shall be limited to the Source Code for such
                        specific module or separable component.

                (d)     Client shall have requested development or integration
                        services with respect to SoftPro Software which SoftPro
                        is unable or unwilling to provide or as to which the
                        parties cannot timely come to commercial terms.

                        (i)     To the extent the integration or development
                                relates to a specific module or separable
                                component of SoftPro Software, the duty of
                                Source Code delivery shall be limited to the
                                Source Code for such specific module or
                                separable component.

                        (ii)    In the event of delivery of Source Code by
                                SoftPro under this subsection (d), upon Client's
                                completion of its development or integration
                                effort, equating generally to the same scope of
                                work that SoftPro was requested to perform but
                                did not perform, it will provide to SoftPro a
                                copy of the source code for the development or
                                enhancement, including any annotations therein,
                                certifying same as complete and accurate and,
                                without further formality, SoftPro



                                       5


                                shall be deemed granted a license to use that
                                source code developed by Client or its
                                non-Competitor contractors, solely for
                                maintenance or further development of the
                                SoftPro Software as implemented for Client and
                                for no other use or beneficiary.

                        (iii)   Six (6) months following the delivery by Client
                                to SoftPro of source code for Client's
                                developments or enhancements under Section
                                3.2(d)(ii), SoftPro may request that Client
                                certify, and Client will promptly certify to
                                SoftPro, that Client has destroyed all copies of
                                (x) Source Code delivered to it by SoftPro
                                3.2(d) and (y) all copies of the source code for
                                Client's development or enhancement - except two
                                hard copy prints of source code for Client's
                                development or enhancement for proof of
                                authorship.

                        (iv)    Client's right to obtain access to Source Code
                                pursuant to this Section 3.2(d) may be invoked
                                at any time and from time to time, regardless of
                                the continuity of Maintenance.

4.      SOFTWARE USE RESTRICTIONS.

        4.1     RESTRICTIONS ON SOFTPRO SOFTWARE.

                (a)     Client may not use the SoftPro Software in a service
                        bureau or in a time share arrangement.

                (b)     Client may not sell, lease, assign, transfer, distribute
                        or sublicense the SoftPro Software or Documentation, to
                        any party that is not a (direct or indirect) subsidiary
                        of Client except as set forth in Schedule 4.1(b) hereto
                        and except that Client may sublicense the SoftPro
                        Software to one or more subsidiaries of FIS that are
                        involved in the operation of the LSI business for FIS.
                        Client may not sell, lease, assign, transfer, distribute
                        or sublicense the Source Code to any person or entity at
                        any time, except that Client may sublicense the Source
                        Code to a direct or indirect subsidiary of Client as
                        necessary to exercise Client's rights to modify and
                        create derivative works of the SoftPro Software and
                        Documentation.

                (c)     Client shall use SoftPro Software subject to the Use
                        Limitations.

                (d)     Client will not make copies, or similar versions of the
                        SoftPro Software or any part thereof without the prior
                        written consent of SoftPro, except in the process of
                        contemplated use, for administrative, archival or
                        disaster recovery backup, and as expressly provided
                        otherwise herein.

                (e)     Client may not provide copies of the SoftPro Software to
                        any person, firm, or corporation not permitted hereunder
                        except as permitted under Sections 4.1(b) and (d) above,
                        and except as to Client's non-Competitor contractors or
                        subcontractors who have executed nondisclosure terms
                        consistent with the confidentiality terms herein.



                                       6


                (f)     Client shall not allow any third party to use or have
                        access to the SoftPro Software for any purpose without
                        SoftPro's prior written consent except as permitted
                        under Sections 4.1(b) and (d) above, and except as to
                        Client's non-Competitor contractors or subcontractors
                        who have executed nondisclosure terms consistent with
                        the confidentiality terms herein.

                (g)     Client agrees not to disclose, decompile, disassemble or
                        reverse engineer the SoftPro Software.

        4.2     ADDITIONAL RESTRICTIONS ON PC SOFTWARE.

                (a)     Except as specifically set forth herein, all other
                        restrictions on use, copying or disclosure of the
                        SoftPro Software and Client's agreement to maintain the
                        confidentiality thereof shall apply to the PC Software
                        and its Documentation.

                (b)     Client may not modify the PC Software (although SoftPro
                        may do so on Client's behalf.)

5.      TERM; TERMINATION

        5.1     The term of license shall be perpetual subject to termination in
                accordance with the terms herein.

        5.2     Client may terminate the license for convenience upon no less
                than ninety (90) days prior written notice to the other.

        5.3     A license enjoyed by a direct or indirect subsidiary of Client
                shall terminate without further formality upon the six month
                anniversary date after such entity's ceasing to be a subsidiary
                of Client. Client shall cause such subsidiary to agree to
                migrate its data off the SoftPro Software and on to an
                alternative product during the above described six month period.
                In any event, if the subsidiary becomes a subsidiary of a
                Competitor, the license to the subsidiary shall terminate
                immediately.

        5.4     In the event Client or a Client subsidiary discloses any of the
                SoftPro Software or any material part of the Documentation to a
                Competitor, then SoftPro upon thirty (30) days prior written
                notice to Client, may terminate the license with respect to that
                portion of relating to the SoftPro Software and Documentation
                provided to such competitor if Client on its own does not (or if
                Client does not cause its subsidiary to) discontinue disclosure
                of the SoftPro Software and Documentation to such Competitor
                within thirty days following Client's receipt of SoftPro'
                written notice. Any such termination shall be effective upon the
                expiration of the cure period. The foregoing is intended to
                apply only to the remedy of termination. SoftPro shall retain
                the right to pursue any other remedies in the event Client or
                its Subsidiary makes an unauthorized disclosure to a Competitor,
                including injunctive relief or recovery of damages, and,
                depending on the nature of the



                                       7


                disclosure, requesting that Client undertake other measures in
                addition to simply discontinuing disclosure to the Competitor.

        5.5     In the event of termination of the license for any reason,
                Client and/or its subsidiary, as applicable, shall promptly
                cease all use of the relevant SoftPro Software, delete from its
                systems all copies of the relevant SoftPro Software, and within
                thirty (30) days of termination, return to SoftPro all tangible
                copies of the relevant SoftPro Software, together with
                certification that is has ceased such use, deleted such copies
                and returned such tangible copies as required hereunder.

        5.6     Each party acknowledges and agrees that, in the event of
                Client's breach or threatened breach or any provision of
                Sections 4, 5.3, 5.4, 5.5 or 7, SoftPro shall have no adequate
                remedy in damages and notwithstanding the dispute resolution
                provisions in Section 11 hereof, is entitled to seek an
                injunction to prevent such breach or threatened breach;
                provided, however, no specification of a particular legal or
                equitable remedy is to be construed as a waiver, prohibition, or
                limitation of any legal or equitable remedies in the event of a
                breach hereof.

        5.7     Licenses purchased pursuant to the option in Schedule 4.1(b)
                shall survive in accordance with their terms.

6.      INTELLECTUAL PROPERTY RIGHTS.

        6.1     OWNERSHIP OF SOFTPRO SOFTWARE AND DOCUMENTATION. From the date
                the SoftPro Software and Documentation is first disclosed to
                Client, and at all times thereafter, as between the parties,
                SoftPro and its licensors shall be the sole and exclusive owners
                of all right, title, and interest in and to the SoftPro
                Software, Documentation and all Modifications, including,
                without limitation, all intellectual property and other rights
                related thereto. The parties acknowledge that this Agreement in
                no way limits or restricts SoftPro and the SoftPro Affiliates
                from developing or marketing on their own or for any third party
                in the United States or any other country, the SoftPro Software,
                Documentation or Modifications, or any similar software
                (including, but not limited to, any modification, enhancement,
                interface, upgrade, change and all software, source code,
                blueprints, diagrams, flow charts, specifications, functional
                descriptions or training materials relating thereto) without
                payment of any compensation to Client, or any notice to Client.

        6.2     DEVELOPMENT SERVICES. Client may from time to time wish to
                augment the SoftPro product with additional functionality or
                utility, or to integrate it with Client systems from other
                sources, and for such purposes may request the provision of
                development services from SoftPro pursuant to a statement of
                work under the MSA (a "SOW").

        6.3     CONFLICT WITH MSA. Title to any SoftPro work product developed
                under the MSA shall be determined by the MSA notwithstanding any
                conflicting terms herein.



                                       8


7.      CONFIDENTIALITY.

        7.1     CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall be
                deemed the property of the disclosing party (or the party for
                whom such data was collected or processed, if any), (ii) shall
                be used solely for the purposes of administering and otherwise
                implementing the terms of this Agreement and any ancillary
                agreements, and (iii) shall be protected by the receiving party
                in accordance with the terms of this Section 7.

        7.2     NON-DISCLOSURE COVENANT. Except as set forth in this Section,
                neither party shall disclose the Proprietary Information of the
                other party in whole or in part, including derivations, to any
                third party. If the parties agree to a specific nondisclosure
                period for a specific document, the disclosing party shall mark
                the document with that nondisclosure period. In the absence of a
                specific period, the duty of confidentiality for (a) SoftPro
                Software (except pursuant to Schedule 4.1(b),) Source Code and
                related Documentation shall extend in perpetuity and (b) with
                respect to any other Proprietary Information shall extend for a
                period of five (5) years from disclosure. Proprietary
                Information shall be held in confidence by the receiving party
                and its employees, and shall be disclosed to only those of the
                receiving party's employees and professional advisors who have a
                need for it in connection with the administration and
                implementation of this Agreement. In no event shall Client
                disclose SoftPro Proprietary Information to a Competitor of
                SoftPro. Each party shall use the same degree of care and afford
                the same protections to the Proprietary Information of the other
                party as it uses and affords to its own Proprietary Information.

        7.3     EXCEPTIONS. Proprietary Information shall not be deemed
                proprietary and, subject to the carve-out below, the receiving
                party shall have no obligation of nondisclosure with respect to
                any such information which:

                (i)     is or becomes publicly known through no wrongful act,
                        fault or negligence of the receiving party;

                (ii)    was disclosed to the receiving party by a third party
                        that was free of obligations of confidentiality to the
                        party providing the information;

                (iii)   is approved for release by written authorization of the
                        disclosing party;

                (iv)    was known to the receiving party prior to receipt of the
                        information;

                (v)     was independently developed by the receiving party
                        without access to or use of the Proprietary Information
                        of the disclosing party; or

                (vi)    is publicly disclosed pursuant to a requirement or
                        request of a governmental agency, or disclosure is
                        required by operation of law.

                Notwithstanding application of any of the foregoing exceptions,
                in no event shall SoftPro treat as other than Proprietary
                Information, information comprising nonpublic personal
                information under the GLB Act.



                                       9


        7.4     CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

                (a)     The parties acknowledge that this Agreement contains
                        confidential information that may be considered
                        proprietary by one or both of the parties, and agree to
                        limit distribution of this Agreement to those employees
                        of Client and SoftPro with a need to know the contents
                        of this Agreement or as required by law or national
                        stock exchange rule. In no event may this Agreement be
                        reproduced or copies shown to any third parties (except
                        counsel, auditors and professional advisors) without the
                        prior written consent of the other party, except as may
                        be necessary by reason of legal, accounting, tax or
                        regulatory requirements, in which event Client and
                        SoftPro agree to exercise reasonable diligence in
                        limiting such disclosure to the minimum necessary under
                        the particular circumstances.

                (b)     In addition, each party shall give notice to the other
                        party of any demands to disclose or provide Proprietary
                        Information of the other party under or pursuant to
                        lawful process prior to disclosing or furnishing such
                        Proprietary Information, and shall cooperate in seeking
                        reasonable protective arrangements.

8.      CONTINUING UNDERTAKINGS.

        During the duration of the license granted hereunder, SoftPro shall
        offer Maintenance for the SoftPro Software for the fees set forth in
        Exhibit C hereto. A description of Maintenance services is set forth in
        Exhibit B hereto. Any related professional services shall be performed
        pursuant to Exhibit B of the MSA.

9.      INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

        9.1     INVOICING AND PAYMENT REQUIREMENTS. SoftPro shall invoice for
                such fees described in Exhibit C hereto as well as for any
                expenses and any other applicable charges incurred and owing
                hereunder. In accordance with this Section 9.1, Client shall pay
                SoftPro the invoiced amount in full on or prior to thirty (30)
                Days after Client's receipt of such invoice unless Client
                notifies SoftPro within such period that it is in good faith
                disputing SoftPro's invoice. Client shall make all payments to
                SoftPro by check, credit card or wire transfer of immediately
                available funds to an account or accounts designated by SoftPro.
                Payment in full shall not preclude later dispute of charges or
                adjustment of improper payments.

        9.2     PAST DUE AMOUNTS. Any amount not received or disputed by Client
                by the date payment is due shall be subject to interest on the
                overdue balance at a rate equal to the prime rate as published
                in the table money rates in the Wall Street Journal on the
                date.of payment (or the prior date on which the Wall Street
                Journal was published if not published on the date of payment),
                plus one percent from the due date, until paid, applied to the
                outstanding balance from time to time. Any amount paid but later
                deemed not to have been due, will be repaid or credited with
                interest on the same terms.



                                       10


        9.3     CURRENCY. All fees and charges listed and referred to in this
                Agreement are stated in and shall be paid in U.S. Dollars.

10.     ASSISTANCE.

        10.1    BASIS FOR ASSISTANCE. Assistance, except to the extent included
                in Maintenance, is not included in this Agreement. If Client
                desires to purchase Assistance from SoftPro or a SoftPro
                Affiliate, such Assistance shall be provided pursuant to
                separate agreement. Notwithstanding the foregoing, to the extent
                Assistance is available under the MSA, its performance shall be
                governed by the terms of the MSA.

11.     DISPUTE RESOLUTION.

        11.1    DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of
                this Agreement or the license granted herein, and prior to
                notice of termination given by either party to the other, a
                dispute arises between SoftPro and Client with respect to the
                terms and conditions of this Agreement, or any subject matter
                governed by this Agreement (other than disputes regarding a
                party's compliance with the provisions of Sections 4 and/or 7),
                such dispute shall be settled as set forth in this Section 11.
                If either party exercises its right to initiate the dispute
                resolution procedures under this Section 11, then during such
                procedure any time periods providing for termination of the
                Agreement or curing any material breach pursuant to the terms of
                this Agreement shall be suspended automatically, except with
                respect to any termination or breach arising out of Client's
                failure to make any undisputed timely and complete payments to
                SoftPro under this Agreement. At such time as the dispute is
                resolved, if such dispute involved the payment of monies,
                interest at a rate equal to the prime rate as published in the
                table money rates in the Wall Street Journal on the date the
                dispute is resolved (or the prior date on which the Wall Street
                Journal was published if not published on the date the dispute
                was resolved) plus one percent for the period of dispute shall
                be paid to the party entitled to receive the disputed monies to
                compensate for the lapsed time between the date such disputed
                amount originally was to have been paid (or was paid) through
                the date monies are paid (or repaid) in settlement of the
                dispute. Disputes arising under Sections 4 or 7 may be resolved
                by judicial recourse or in any other manner agreed by the
                parties.

        11.2    ESCALATION PROCEDURES.

                (a)     Each of the parties shall escalate and negotiate, in
                        good faith, any claim or dispute that has not been
                        satisfactorily resolved between the parties at the level
                        where the issue is discovered and has immediate impact
                        (excluding issues of title to work product, which shall
                        be initially addressed at the general counsel level but
                        otherwise pursuant to Section 11.2(b) following). To
                        this end, each party shall escalate any and all
                        unresolved disputes or claims in accordance with this
                        Section 11.2 at any time to persons responsible for the
                        administration of the relationship reflected in this



                                       11


                        Agreement. The location, format, frequency, duration and
                        conclusion of these elevated discussions shall be left
                        to the discretion of the representatives involved. If
                        such parties do not resolve the underlying dispute
                        within ten (10) Days of its escalation to them, then
                        either party may notify the other in writing that he/she
                        desires to elevate the dispute or claim to the President
                        of Fidelity National Information Solutions, Inc. and the
                        President of Fidelity National Title Group, Inc. or
                        their designated representative(s) for resolution.

                (b)     Upon receipt by a party of a written notice escalating
                        the dispute to the company president level, the
                        President of Fidelity National Information Solutions,
                        Inc. and the President of Fidelity National Title Group,
                        Inc. or their designated representative(s) shall
                        promptly communicate with his/her counter party,
                        negotiate in good faith and use reasonable efforts to
                        resolve such dispute or claim. The location, format,
                        frequency, duration and conclusion of these elevated
                        discussions shall be left to the discretion of the
                        representatives involved. Upon agreement, such
                        representatives may utilize other alternative dispute
                        resolution procedures to assist in the negotiations. If
                        the parties have not resolved the dispute within ten
                        (10) Days after receipt of the notice elevating the
                        dispute to this level, either may once again escalate
                        the dispute to binding arbitration.

                (c)     All discussions and correspondence among the
                        representatives for purposes of these negotiations shall
                        be treated as Proprietary Information developed for
                        purposes of settlement, exempt from discovery and
                        production, which shall not be admissible in any
                        subsequent proceedings between the parties. Documents
                        identified in or provided with such communications,
                        which are not prepared for purposes of the negotiations,
                        are not so exempted and may, if otherwise admissible, be
                        admitted in evidence in such subsequent proceeding.

        11.3    ARBITRATION PROCEDURES. If a claim, controversy or dispute
                between the parties with respect to the terms and conditions of
                this Agreement, or any subject matter governed by this Agreement
                (and not otherwise excepted), has not been timely resolved
                pursuant to the foregoing escalation process, upon notice either
                party may initiate binding arbitration of the issue in
                accordance with the following procedures.

                (a)     Either party may request arbitration by giving the other
                        party written notice to such effect, which notice shall
                        describe, in reasonable detail, the nature of the
                        dispute, controversy or claim. Such arbitration shall be
                        governed by the then current version of the Commercial
                        Arbitration Rules and Mediation Procedures of the
                        American Arbitration Association. The Arbitration will
                        be conducted in Jacksonville, Florida in front of one
                        mutually agreed upon arbitrator.



                                       12


                (b)     Each party shall bear its own fees, costs and expenses
                        of the arbitration and its own legal expenses,
                        attorneys' fees and costs of all experts and witnesses.
                        Unless the award provides otherwise, the fees and
                        expenses of the arbitration procedures, including the
                        fees of the arbitrator or arbitrators, will be shared
                        equally by the involved parties.

                (c)     Any award rendered pursuant to such arbitration shall be
                        final, conclusive and binding upon the parties, and any
                        judgment thereon may be entered and enforced in any
                        court of competent jurisdiction.

        11.4    CONTINUATION OF SERVICES. Unless SoftPro initiates an action for
                Client's failure to make timely and complete payment of
                undisputed amounts claimed due to SoftPro, SoftPro will continue
                to provide Maintenance under the Maintenance services agreement
                (and development services under an MSA SOW), and unless Client
                is unable to lawfully use the SoftPro Software and Modifications
                thereto, Client will continue to make payments of undisputed
                amounts to SoftPro, in accordance with this Agreement,
                notwithstanding a dispute between the parties relating hereto or
                otherwise.

12.     LIMITATION OF LIABILITY.

        12.1    EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
                MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR BY
                REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY FOR ANY
                CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR
                OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT
                SHALL BE LIMITED TO THE OTHER PARTY'S DIRECT OUT-OF-POCKET
                DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL
                EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY CLIENT TO SOFTPRO
                UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD IMMEDIATELY
                PRECEDING THE DATE THE CLAIM AROSE.

        12.2    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
                PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
                WHATSOEVER OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES,
                WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
                DAMAGES.

        12.3    CLIENT SOFTWARE. SoftPro has no obligation or liability, either
                express or implied, with respect to the compatibility of SoftPro
                Software with any other software unless provided or specified by
                SoftPro including, but not limited to, Client software and/or
                Client-provided third party software.



                                       13


13.     INDEMNIFICATION.

        13.1    PROPERTY DAMAGE. Subject to Section 12 hereof, each party agrees
                to indemnify, defend and hold harmless the other and its
                officers, directors, employees, and affiliates (including, where
                applicable, the SoftPro Affiliates and Client affiliates), and
                agents from any and all liabilities, losses, costs, damages and
                expenses (including reasonable attorneys' fees) arising from or
                in connection with the damage, loss (including theft) or
                destruction of any real property or tangible personal property
                of the indemnified party resulting from the actions or inactions
                of any employee, agent or subcontractor of the indemnifying
                party insofar as such damage arises out of or is ancillary to
                fulfilling its obligations under this Agreement and to the
                extent such damage is due to any negligence, breach of statutory
                duty, omission or default of the indemnifying party, its
                employees, agents or subcontractors.

        13.2    INFRINGEMENT OF SOFTPRO SOFTWARE. SoftPro agrees to defend at
                its own expense, any claim or action brought by any third party
                against Client and/or against its officers, directors, and
                employees and affiliates, for actual or alleged infringement
                within the United States of any patent, copyright or other
                intellectual property right (including, but not limited to,
                misappropriation of trade secrets) based upon the SoftPro
                Software (except to the extent such infringement claim is (i)
                caused by Client-specified Custom Modifications to the SoftPro
                Software which could not have been made in a non-infringing
                manner; (ii) caused by the combination of SoftPro Software with
                software or hardware not provided, specified or approved by
                SoftPro; or (iii) based upon the Third Party Software
                ("Indemnified SoftPro Software")). Client, at its sole
                discretion and cost, may participate in the defense and all
                negotiations for its settlement or compromise. SoftPro further
                agrees to indemnify and hold Client, its officers, directors,
                employees and affiliates harmless from and against any and all
                liabilities, losses, costs, damages, and expenses (including
                reasonable attorneys' fees) associated with any such claim or
                action incurred by Client. SoftPro shall conduct and control the
                defense of any such claim or action and negotiations for its
                settlement or compromise, by the payment of money. SoftPro shall
                give Client, and Client shall give SoftPro, as appropriate,
                prompt written notice of any written threat, warning or notice
                of any such claim or action against SoftPro or Client, as
                appropriate, or any other user or any supplier of components of
                the Indemnified SoftPro Software, which could have an adverse
                impact on Client's use of same, provided SoftPro or Client, as
                appropriate, knows of such claim or action. If in any such suit
                so defended, all or any part of the Indemnified SoftPro Software
                (or any component thereof) is held to constitute an infringement
                or violation of any other party's intellectual property rights
                and is enjoined, SoftPro shall at its sole option take one or
                more of the following actions at no additional cost to Client:
                (i) procure the right to continue the use of the same without
                material interruption for Client; (ii) replace the same with
                non-infringing software; (iii) modify said Indemnified SoftPro
                Software so as to be non-infringing; or (iv) take back the
                infringing Indemnified SoftPro Software and credit Client with
                an amount equal to its purchase price. The



                                       14


                foregoing represents the sole and exclusive remedy of Client for
                infringement or alleged infringement.

        13.3    DISPUTE RESOLUTION. The provisions of Section 13 shall apply
                with respect to the submission of any claim for indemnification
                under this Agreement and the resolution of any disputes relating
                to such claim.

14.     FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

        14.1    FORCE MAJEURE.

                (a)     Neither party shall be held liable for any delay or
                        failure in performance of its obligations under this
                        Agreement from any cause which with the observation of
                        reasonable care, could not have been avoided - which may
                        include, without limitation, acts of civil or military
                        authority, government regulations, government agencies,
                        epidemics, war, terrorist acts, riots, insurrections,
                        fires, explosions, earthquakes, hurricanes, tornadoes,
                        nuclear accidents, floods, power blackouts affecting
                        facilities (the "Affected Performance").

                (b)     Upon the occurrence of a condition described in Section
                        14.1(a), the party whose performance is affected shall
                        give written notice to the other party describing the
                        Affected Performance, and the parties shall promptly
                        confer, in good faith, to agree upon equitable,
                        reasonable action to minimize the impact on both parties
                        of such condition, including, without limitation,
                        implementing disaster recovery procedures. The parties
                        agree that the party whose performance is affected shall
                        use commercially reasonable efforts to minimize the
                        delay caused by the force majeure events and recommence
                        the Affected Performance. If the delay caused by the
                        force majeure event lasts for more than fifteen (15)
                        Days, the parties shall negotiate an equitable amendment
                        to this Agreement with respect to the Affected
                        Performance. If the parties are unable to agree upon an
                        equitable amendment within ten (10) Days after such
                        fifteen (15)-Day period has expired, then either party
                        shall be entitled to serve thirty (30) Days' notice of
                        termination on the other party with respect to only such
                        Affected Performance. The remaining portion of the
                        Agreement that does not involve the Affected Performance
                        shall continue in full force and effect. SoftPro shall
                        be entitled to be paid for that portion of the Affected
                        Performance which it completed through the termination
                        date.

        14.2    TIME OF PERFORMANCE AND INCREASED COSTS. SoftPro's time of
                performance under this Agreement shall be adjusted, if and to
                the extent reasonably necessary, in the event and to the extent
                that (i) Client fails to timely submit material data or
                materials in the prescribed form or in accordance with the
                requirements of this Agreement, (ii) Client fails to perform on
                a timely basis, the material functions or other responsibilities
                of Client described in this Agreement, (iii) Client or any
                governmental agency authorized to regulate or supervise Client
                makes any special



                                       15


                request, which is affirmed by Client and/or compulsory on
                SoftPro, which affects Pro's normal performance schedule, or
                (iv) Client has modified the SoftPro Software in a manner
                affecting SoftPro's burden. In addition, if any of the above
                events occur, and such event results in an increased cost to
                SoftPro, SoftPro shall estimate such increased costs in writing
                in advance and, upon Client's approval, Client shall be required
                to pay any and all such reasonable, increased costs to SoftPro
                upon documented expenditure, up to 110% of the estimate.

15.     NOTICES.

        15.1    NOTICES. Except as otherwise provided under this Agreement or in
                the Exhibits, all notices, demands or requests or other
                communications required or permitted to be given or delivered
                under this Agreement shall be in writing and shall be deemed to
                have been duly given when received by the designated recipient.
                Written notice may be delivered in person or sent via reputable
                air courier service and addressed as set forth below:

                If to Client:   Fidelity National Title Group, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: President

                with a copy to: Fidelity National Title Group, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: General Counsel

                If to SoftPro:  Fidelity National Information Solutions, Inc.
                                FNIS SoftPro Division
                                333 East Six Forks Road
                                Raleigh, NC 27609-7865
                                Attn:  President

                with a copy to: Fidelity Information Services, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: General Counsel

        15.2    CHANGE OF ADDRESS. The address to which such notices, demands,
                requests, elections or other communications are to be given by
                either party may be changed by written notice given by such
                party to the other party pursuant to this Section.

16.     WARRANTIES.

        16.1    PERFORMANCE. For as long as SoftPro is providing Maintenance to
                Client for the SoftPro Software, SoftPro warrants and represents
                that the SoftPro Software and the Custom Modifications, as
                delivered to Client and the Base Modifications, will



                                       16


                perform in all material respects in accordance with the
                respective Documentation, in concert and otherwise.

        16.2    PERFORMANCE OF OBLIGATIONS. Each party represents and warrants
                to the other that it shall perform its respective obligations
                under this Agreement, including Exhibits and Schedules, in a
                professional and workmanlike manner.

        16.3    COMPLIANCE WITH LAW. SoftPro warrants that (i) it has the power
                and corporate authority to enter into and perform this
                Agreement, (ii) its performance of this Agreement does not and
                will not violate any governmental law, regulation, rule or
                order, contract, charter or by-law; (iii) it has sufficient
                right, title and interest (or another majority-owned, direct or
                indirect subsidiary of FNF has or will grant it sufficient
                license rights) in the SoftPro Software to grant the licenses
                herein granted, (iv) it has received no written notice of any
                third party claim or threat of a claim alleging that any part of
                the SoftPro Software infringes the rights of any third party in
                any of the United States, and (v) each item of SoftPro Software
                provided by or for SoftPro to Client shall be delivered free of
                undisclosed trapdoors, Trojan horses, time bombs, time outs,
                spyware, viruses or other code which, with the passage of time,
                in the absence of action or upon a trigger, would interfere with
                the normal use of, or access to, any file, datum or system.

        16.4    EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT,
                NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND,
                EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE
                IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT ALL
                REPRESENTATIONS AND WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED
                IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

17.     MISCELLANEOUS.

        17.1    ASSIGNMENT. Except as set forth herein, neither party may sell,
                assign, convey, or transfer the licenses granted hereunder or
                any of such party's rights or interests, or delegate any of its
                obligations hereunder without the written consent of the other
                party. Any such consent shall be conditioned upon the
                understanding that this Agreement shall be binding upon the
                assigning party's successors and assigns. Either party may
                assign this Agreement to any direct or indirect subsidiary that
                is not a Competitor except that the assigning party shall remain
                responsible for all obligations under this Agreement including
                the payment of fees. Notwithstanding anything contained herein
                to the contrary, Client may not assign this Agreement to a
                Competitor.

        17.2    SEVERABILITY. Provided Client retains quiet enjoyment of the
                SoftPro Software including Custom Modifications and Base
                Modifications, if any one or more of the provisions contained
                herein shall for any reason be held to be unenforceable in any
                respect under law, such unenforceability shall not affect any
                other provision



                                       17


                of this Agreement, but this Agreement shall be construed as if
                such unenforceable provision or provisions had never been
                contained herein, provided that the removal of such offending
                term or provision does not materially alter the burdens or
                benefits of either of the parties under this Agreement or any
                Exhibit or Schedule, in which case the unenforceable portion
                shall be replaced by one that reflects the parties original
                intent as closely as possible while remaining enforceable.

        17.3    THIRD PARTY BENEFICIARIES. Except as set forth herein, the
                provisions of this Agreement are for the benefit of the parties
                and not for any other person. Should any third party institute
                proceedings, this Agreement shall not provide any such person
                with any remedy, claim, liability, reimbursement, cause of
                action, or other right.

        17.4    GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
                Agreement will be governed by and construed under the laws of
                the State of Florida, USA, without regard to principles of
                conflict of laws. The parties agree that the only circumstance
                in which disputes between them, not otherwise excepted from the
                resolution process described in Section 11, will not be subject
                to the provisions of Section 11 is where a party makes a good
                faith determination that a breach of the terms of this Agreement
                by the other party requires prompt and equitable relief. Each of
                the parties submits to the personal jurisdiction of any state or
                federal court sitting in Jacksonville, Florida with respect to
                such judicial proceedings. Each of the parties waives any
                defense of inconvenient forum to the maintenance of any action
                or proceeding so brought and waives any bond, surety or to other
                security that might be required of any party with respect
                thereto. Any party may make service on the other party by
                sending or delivering a copy of the process to the party to be
                served at the address set forth in Section 15 above. Nothing in
                this Section, however, shall affect the right of any party to
                serve legal process in any other manner permitted by law or in
                equity. Each party agrees that a final judgment in any action or
                proceeding so brought shall be conclusive and may be enforced by
                suit on the judgment or in any other manner provided by law or
                in equity.

        17.5    EXECUTED IN COUNTERPARTS. This Agreement may be executed in
                counterparts, each of which shall be an original, but such
                counterparts shall together constitute but one and the same
                document.

        17.6    CONSTRUCTION. The headings and numbering of sections in this
                Agreement are for convenience only and shall not be construed to
                define or limit any of the terms or affect the scope, meaning or
                interpretation of this Agreement or the particular section to
                which they relate. This Agreement and the provisions contained
                herein shall not be construed or interpreted for or against any
                party because that party drafted or caused its legal
                representative to draft any of its provisions.

        17.7    ENTIRE AGREEMENT. This Agreement, including the Exhibits and
                Schedules attached hereto and the agreements referenced herein
                constitute the entire



                                       18


                agreement between the parties, and supersedes all prior oral or
                written agreements, representations, statements, negotiations,
                understandings, proposals, marketing brochures, correspondence
                and undertakings related thereto.

        17.8    AMENDMENTS AND WAIVERS. This Agreement may be amended only by
                written agreement signed by duly authorized representatives of
                each party. No waiver of any provisions of this Agreement and no
                consent to any default under this Agreement shall be effective
                unless the same shall be in writing and signed by or on behalf
                of both parties. No course of dealing or failure of any party to
                strictly enforce any term, right or condition of this Agreement
                shall be construed as a waiver of such term, right or condition.
                Waiver by either party of any default by the other party shall
                not be deemed a waiver of any other default. Notwithstanding the
                foregoing, at any time prior to the Sale of FNIS or any offering
                and sale to the public of any shares or equity securities of
                FNIS or any of its Subsidiaries pursuant to a registration
                statement in the United States, this Agreement may not be
                amended without the prior written consent of Thomas H. Lee
                Equity Fund V, L.P. ("THL") and TPG Partners III, L.P. ("TPG")
                if such amendment would affect any of the term of the Agreement,
                Sections 2, 3, 4, 6, 9, 12, 13, 14.2, 16.2, 17.10, Exhibits B or
                C, rights upon default by Client or SoftPro's right to
                terminate, in any manner materially adverse to the consolidated
                business activities of the FNIS Group (defined below), taken as
                a whole, or FNIS Group's costs of doing business, viewed on a
                consolidated basis, provided that in no event shall any change
                to the schedules hereto require such prior written consent
                unless such change would materially and adversely affect in any
                manner FNIS Group's consolidated business activities, taken as a
                whole, or FNIS Group's costs of doing business, viewed on a
                consolidated basis, and provided, further that in no event shall
                the amendment provisions set forth in this Section 17.8 be
                amended or modified without the consent of THL and TPG. THL and
                TPG are intended third party beneficiaries of this Agreement
                solely with respect to this Section 17.8. "FNIS Group" means
                FNIS, Subsidiaries of FNIS, and each Person that FNIS directly
                or indirectly controls (within the meaning of the Securities
                Act) immediately after the Effective Date, and each other
                individual, a partnership, corporation, limited liability
                company, association, joint stock company, trust, joint venture,
                unincorporated organization, governmental entity or department,
                agency, or political subdivision thereof that becomes an
                Affiliate of FNIS after the Effective Date. "Sale of FNIS" means
                an acquisition by any Person (within the meaning of Section
                3(a)(9) of the Securities and Exchange Act of 1934, as amended
                (the "Exchange Act") and used in Sections 13(d) and 14(d)
                thereof ("Person")) of Beneficial Ownership (within the meaning
                of Rule 13d-3 under the Exchange Act) of 50% or more of either
                the then outstanding shares of FNIS common stock or the combined
                voting power of the then outstanding voting securities of FNIS
                entitled to vote generally in the election of directors;
                excluding, however, the following: (i) any acquisition directly
                from FNIS, other than an acquisition by virtue of the exercise
                of a conversion privilege unless the security being so converted
                was itself acquired directly from FNIS or (ii) any acquisition
                by any employee benefit plan (or related trust) sponsored or
                maintained by FNIS or a member of the FNIS Group.



                                       19


        17.9    REMEDIES CUMULATIVE. Unless otherwise provided for under this
                Agreement, all rights of termination or cancellation, or other
                remedies set forth in this Agreement, are cumulative and are not
                intended to be exclusive of other remedies to which the injured
                party may be entitled by law or equity in case of any breach or
                threatened breach by the other party of any provision in this
                Agreement. Use of one or more remedies shall not bar use of any
                other remedy for the purpose of enforcing any provision of this
                Agreement.

        17.10   TAXES. All charges and fees to be paid under this Agreement are
                exclusive of any applicable sales, use, service or similar tax
                which may be assessed currently or in the future on the SoftPro
                Software or related services provided under this Agreement. If a
                sales, use, services or a similar tax is assessed on the SoftPro
                Software or related services provided to Client under this
                Agreement, Client will pay directly, reimburse or indemnify
                SoftPro for such taxes as well as any applicable interest and
                penalties. Client shall pay such taxes in addition to the sums
                otherwise due under this Agreement. SoftPro shall, to the extent
                it is aware of taxes, itemize them on a proper VAT, GST or other
                invoice submitted pursuant to this Agreement. All property,
                employment and income taxes based on the assets, employees and
                net income, respectively, of SoftPro shall be SoftPro's sole
                responsibility. The parties will cooperate with each other in
                determining the extent to which any tax is due and owing under
                the circumstances and shall provide and make available to each
                other any withholding certificates, information regarding the
                location of use of the SoftPro Software or provision of the
                services or sale and any other exemption certificates or
                information reasonably requested by either party.



                           [signature page to follow]



                                       20


        17.11   PRESS RELEASES. The parties shall consult with each other in
                preparing any press release, public announcement, news media
                response or other form of release of information concerning this
                Agreement or the transactions contemplated hereby that is
                intended to provide such information to the news media or the
                public (a "Press Release"). Neither party shall issue or cause
                the publication of any such Press Release without the prior
                written consent of the other party; except that nothing herein
                will prohibit either party from issuing or causing publication
                of any such Press Release to the extent that such action is
                required by applicable law or the rules of any national stock
                exchange applicable to such party or its affiliates, in which
                case the party wishing to make such disclosure will, if
                practicable under the circumstances, notify the other party of
                the proposed time of issuance of such Press Release and consult
                with and allow the other party reasonable time to comment on
                such Press Release in advance of its issuance.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

                             FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.


                             By /s/  Michael L. Gravelle
                                -------------------------------------
                                     Michael L. Gravelle
                                     Senior Vice President



                             FIDELITY NATIONAL TITLE GROUP, INC.


                             By   /s/ Raymond R. Quirk
                                -------------------------------------
                                      Raymond R. Quirk
                                      Chief Executive Officer




                                       21

                                                                   Exhibit 10.18

                       FIDELITY NATIONAL TITLE GROUP, INC.

                                   MIRROR NOTE


                                                       Dated: September 30, 2005
                                                              New York, New York


         Section 1. General. FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation (the "Company"), for value received, hereby promises to pay to
FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Holder") on
August 15, 2011, the principal amount of Two Hundred and Fifty Million U.S.
dollars ($250,000,000) together with simple interest (calculated on the basis of
a 360-day year of twelve 30-day months) on such principal amount from and after
August 15, 2005 at the rate of 7.30% per annum, such interest payable
semi-annually in arrears on February 15 and August 15 of each year, starting
February 15, 2006. If any such date when payment of principal or interest is due
is not a Business Day (as defined below), then such payment shall be made on the
next succeeding Business Day, and no additional interest shall accrue on such
unpaid amount during the period of delay. Payment of both interest and principal
is to be made at such place as the Holder shall designate in writing, by wire
transfer or check, at the Holder's option, in immediately available funds.

         Section 2. Corresponding Obligation. This Mirror Note is intended to
mirror the terms of the Holder's 7.30% notes due August 15, 2011 (Cusip No.
31632AC1) (the "FNF Notes") issued pursuant to the Indenture, dated as of August
20, 2001, by and between the Holder and the Bank of New York (the "Indenture").
Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Indenture.

         Section 3. Redemption.

         (a) Mandatory Redemption. Upon redemption by the Holder of all or any
portion of the FNF Notes pursuant to Section 6 of the FNF Notes and Article X of
the Indenture, the Company shall redeem all or, as the case may be, a portion of
this Mirror Note in an amount equal to the principal amount of the FNF Notes to
be redeemed, at a redemption price (the "Mirror Note Redemption Price") equal to
the Redemption Price (as defined in Section 6 of the FNF Notes, which for the
avoidance of doubt includes accrued and unpaid interest to the date of
redemption) paid by the Holder to redeem the FNF Notes. The Mirror Note
Redemption Price shall be paid at or prior to 9:30 a.m., New York City time, on
the Redemption Date. Upon such payment, the principal amount of the Mirror Note
so redeemed shall cease to be outstanding and no further interest shall accrue
with respect to such portion.

         (b) Optional Redemption. The Company may elect to redeem this Mirror
Note, at any time in whole or from time to time in part, as specified in this
Section 3(b). Such redemption shall only be permitted if the Company delivers to
the Holder FNF Notes in a principal amount equal to the principal amount of this
Mirror Note to be redeemed. No prior notice of such redemption need be given.
Upon delivery of such FNF Notes, an equal principal amount of this Mirror Note
shall cease to be outstanding and no further interest shall accrue with




respect to such portion. No interest accrued on this Mirror Note from the last
interest payment date hereunder to the date of redemption will be payable by the
Company except to the extent that following such redemption, interest in respect
of such period remains payable by the Holder to any holder of an FNF Note. Upon
any such redemption, the Holder shall immediately retire any FNF Notes so
received from the Company.

         Section 4. Mirror Note Events of Default.

         (a) For purposes of this Mirror Note, a "Mirror Note Event of Default"
shall be deemed to have occurred upon:

         (i)      any failure by the Company to pay all or any portion of an
                  interest payment on this Mirror Note when due and payable in
                  accordance with the terms hereof, which failure continues
                  un-remedied for a period of 10 days, or any failure to pay all
                  or any portion of the principal amount of this Mirror Note
                  when due and payable in accordance with the terms hereof;

         (ii)     (A) the filing by the Company of a voluntary petition seeking
                  liquidation, reorganization, arrangement or readjustment, in
                  any form, of its debts under Title 11 of the United States
                  Code (or corresponding provisions of future laws) or any other
                  applicable bankruptcy, insolvency or similar law, or the
                  filing by the Company of an answer consenting to or
                  acquiescing in any such petition, (B) the making by the
                  Company of any assignment for the benefit of its creditors, or
                  the admission by the Company in writing of its inability to
                  pay its debts as they become due, (C) the filing of (x) an
                  involuntary petition against the Company under Title 11 of the
                  United States Code, or any other applicable bankruptcy,
                  insolvency or similar law (or corresponding provisions of
                  future laws), (y) an application for the appointment of a
                  custodian, receiver, trustee or other similar official for the
                  Company for all or a substantial part of the assets of the
                  Company or (z) an involuntary petition against the Company
                  seeking liquidation, winding up, reorganization, arrangement,
                  adjustment, protection, relief or composition of the Company
                  or any of the Company's debts under any other federal or state
                  insolvency law, provided that any such filing shall not have
                  been vacated, set aside or stayed within a 45 day period from
                  the date thereof, or (D) the entry against the Company of a
                  final and nonappealable order for relief under any bankruptcy,
                  insolvency or similar law now or hereafter in effect; or

         (iii)    any acceleration under the Indenture of the payment of the
                  principal amount of any FNF Notes as the result of any "Event
                  of Default" under the FNF Notes.

         (b) Upon the occurrence and during the continuance of any Mirror Note
Event of Default described in Section 4(a)(i), the Holder may, by written notice
to the Company, delivered at its headquarters in care of the Chief Financial
Officer, declare all or any portion of the unpaid principal amount of this
Mirror Note, together with accrued interest thereon, to be



                                       2


immediately due and payable. Upon the occurrence of any Mirror Note Event of
Default described in Section 4(a)(ii) or 4(a)(iii), the unpaid principal amount
of this Mirror Note, together with accrued interest thereon, shall automatically
become due and payable, without any action or notice by the Holder; provided
that, with respect to any Mirror Note Event of Default described in Section
4(a)(iii), if the acceleration of the FNF Notes is rescinded, the acceleration
of the Mirror Notes shall be automatically rescinded. Demand, presentment,
protest and notice of non-payment are hereby waived by the Company.

         Section 5. Remedies Cumulative. No failure to exercise or delay in
exercising any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided herein are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

         Section 6. Severability. If any provision of this Mirror Note is
invalid or unenforceable in any jurisdiction, the other provisions hereof shall
remain in full force and effect in such jurisdiction and the remaining
provisions hereof shall be liberally construed in favor of the Holder in order
to effectuate the provisions hereof and the invalidity of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction.

         Section 7. Successors and Assigns. This Mirror Note shall not be
assignable by the Company (other than in a merger or by operation of law)
without the prior written consent of the Holder. Subject to the foregoing, this
Mirror Note shall be binding upon the Company and its successors and assigns.

         Section 8. Replacement of Note. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Mirror Note, and the Company's receipt of an indemnity agreement of the
Holder reasonably satisfactory to the Company, the Company will, at the expense
of the Holder, execute and deliver, in lieu thereof, a new note of like terms.

         Section 9. No Personal Liability. No director, officer, employee,
incorporator, member or equity holder of the Company, as such, shall have any
liability for any obligations of the Company under this Mirror Note or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. By accepting this Mirror Note, the Holder waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
this Mirror Note.

         Section 10. Descriptive Headings. The descriptive headings of this
Mirror Note are inserted for convenience only and do not constitute a part of
this Mirror Note.

         Section 11. Choice of Law. THIS MIRROR NOTE IS TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.



                                       3


         IN WITNESS WHEREOF, the Company has caused this Mirror Note to be
executed as of the date first written above.

                                    FIDELITY NATIONAL TITLE GROUP, INC.


                                    By /s/ Anthony J. Park
                                       ----------------------------------------
                                       Name: Anthony J. Park
                                       Title: Chief Financial Officer



                                       4

                                                                   Exhibit 10.19

                       FIDELITY NATIONAL TITLE GROUP, INC.

                                   MIRROR NOTE


                                                       Dated: September 30, 2005
                                                              New York, New York


                  Section 1. General. FIDELITY NATIONAL TITLE GROUP, INC., a
Delaware corporation (the "Company"), for value received, hereby promises to pay
to FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Holder") on
March 15, 2013, the principal amount of Two Hundred and Fifty Million U.S.
dollars ($250,000,000) together with simple interest (calculated on the basis of
a 360-day year of twelve 30-day months) on such principal amount from and after
September 15, 2005 at the rate of 5.25% per annum, such interest payable
semi-annually in arrears on March 15 and September 15 of each year, starting
March 15, 2006. If any such date when payment of principal or interest is due is
not a Business Day (as defined below), then such payment shall be made on the
next succeeding Business Day, and no additional interest shall accrue on such
unpaid amount during the period of delay. Payment of both interest and principal
is to be made at such place as the Holder shall designate in writing, by wire
transfer or check, at the Holder's option, in immediately available funds.

                  Section 2. Corresponding Obligation. This Mirror Note is
intended to mirror the terms of the Holder's 5.25% notes due March 15, 2013
(Cusip No. 31632AD9) (the "FNF Notes") issued pursuant to the Indenture, dated
as of August 20, 2001, by and between the Holder and the Bank of New York (the
"Indenture"). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Indenture.

                  Section 3. Redemption.

                  (a) Mandatory Redemption. Upon redemption by the Holder of all
or any portion of the FNF Notes pursuant to Section 6 of the FNF Notes and
Article X of the Indenture, the Company shall redeem all or, as the case may be,
a portion of this Mirror Note in an amount equal to the principal amount of the
FNF Notes to be redeemed, at a redemption price (the "Mirror Note Redemption
Price") equal to the Redemption Price (as defined in Section 6 of the FNF Notes,
which for the avoidance of doubt includes accrued and unpaid interest to the
date of redemption) paid by the Holder to redeem the FNF Notes. The Mirror Note
Redemption Price shall be paid at or prior to 9:30 a.m., New York City time, on
the Redemption Date. Upon such payment, the principal amount of the Mirror Note
so redeemed shall cease to be outstanding and no further interest shall accrue
with respect to such portion.

                  (b) Optional Redemption. The Company may elect to redeem this
Mirror Note, at any time in whole or from time to time in part, as specified in
this Section 3(b). Such redemption shall only be permitted if the Company
delivers to the Holder FNF Notes in a principal amount equal to the principal
amount of this Mirror Note to be redeemed. No prior notice of such redemption
need be given. Upon delivery of such FNF Notes, an equal principal amount of
this Mirror Note shall cease to be outstanding and no further interest shall
accrue with






respect to such portion. No interest accrued on this Mirror Note from the last
interest payment date hereunder to the date of redemption will be payable by the
Company except to the extent that following such redemption, interest in respect
of such period remains payable by the Holder to any holder of an FNF Note. Upon
any such redemption, the Holder shall immediately retire any FNF Notes so
received from the Company.

                  Section 4. Mirror Note Events of Default.

                  (a) For purposes of this Mirror Note, a "Mirror Note Event of
Default" shall be deemed to have occurred upon:

                  (i)      any failure by the Company to pay all or any portion
                           of an interest payment on this Mirror Note when due
                           and payable in accordance with the terms hereof,
                           which failure continues un-remedied for a period of
                           10 days, or any failure to pay all or any portion of
                           the principal amount of this Mirror Note when due and
                           payable in accordance with the terms hereof;

                  (ii)     (A) the filing by the Company of a voluntary petition
                           seeking liquidation, reorganization, arrangement or
                           readjustment, in any form, of its debts under Title
                           11 of the United States Code (or corresponding
                           provisions of future laws) or any other applicable
                           bankruptcy, insolvency or similar law, or the filing
                           by the Company of an answer consenting to or
                           acquiescing in any such petition, (B) the making by
                           the Company of any assignment for the benefit of its
                           creditors, or the admission by the Company in writing
                           of its inability to pay its debts as they become due,
                           (C) the filing of (x) an involuntary petition against
                           the Company under Title 11 of the United States Code,
                           or any other applicable bankruptcy, insolvency or
                           similar law (or corresponding provisions of future
                           laws), (y) an application for the appointment of a
                           custodian, receiver, trustee or other similar
                           official for the Company for all or a substantial
                           part of the assets of the Company or (z) an
                           involuntary petition against the Company seeking
                           liquidation, winding up, reorganization, arrangement,
                           adjustment, protection, relief or composition of the
                           Company or any of the Company's debts under any other
                           federal or state insolvency law, provided that any
                           such filing shall not have been vacated, set aside or
                           stayed within a 45 day period from the date thereof,
                           or (D) the entry against the Company of a final and
                           nonappealable order for relief under any bankruptcy,
                           insolvency or similar law now or hereafter in effect;
                           or

                  (iii)    any acceleration under the Indenture of the payment
                           of the principal amount of any FNF Notes as the
                           result of any "Event of Default" under the FNF Notes.

                  (b) Upon the occurrence and during the continuance of any
Mirror Note Event of Default described in Section 4(a)(i), the Holder may, by
written notice to the Company, delivered at its headquarters in care of the
Chief Financial Officer, declare all or any portion of the unpaid principal
amount of this Mirror Note, together with accrued interest thereon, to be



                                       2


immediately due and payable. Upon the occurrence of any Mirror Note Event of
Default described in Section 4(a)(ii) or 4(a)(iii), the unpaid principal amount
of this Mirror Note, together with accrued interest thereon, shall automatically
become due and payable, without any action or notice by the Holder; provided
that, with respect to any Mirror Note Event of Default described in Section
4(a)(iii), if the acceleration of the FNF Notes is rescinded, the acceleration
of the Mirror Notes shall be automatically rescinded. Demand, presentment,
protest and notice of non-payment are hereby waived by the Company.

                  Section 5. Remedies Cumulative. No failure to exercise or
delay in exercising any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges provided herein are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  Section 6. Severability. If any provision of this Mirror Note
is invalid or unenforceable in any jurisdiction, the other provisions hereof
shall remain in full force and effect in such jurisdiction and the remaining
provisions hereof shall be liberally construed in favor of the Holder in order
to effectuate the provisions hereof and the invalidity of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction.

                  Section 7. Successors and Assigns. This Mirror Note shall not
be assignable by the Company (other than in a merger or by operation of law)
without the prior written consent of the Holder. Subject to the foregoing, this
Mirror Note shall be binding upon the Company and its successors and assigns.

                  Section 8. Replacement of Note. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Mirror Note, and the Company's receipt of an indemnity
agreement of the Holder reasonably satisfactory to the Company, the Company
will, at the expense of the Holder, execute and deliver, in lieu thereof, a new
note of like terms.

                  Section 9. No Personal Liability. No director, officer,
employee, incorporator, member or equity holder of the Company, as such, shall
have any liability for any obligations of the Company under this Mirror Note or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. By accepting this Mirror Note, the Holder waives and releases
all such liability. This waiver and release are part of the consideration for
issuance of this Mirror Note.

                  Section 10. Descriptive Headings. The descriptive headings of
this Mirror Note are inserted for convenience only and do not constitute a part
of this Mirror Note.

                  Section 11. Choice of Law. THIS MIRROR NOTE IS TO BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.




                                       3



                     IN WITNESS WHEREOF, the Company has caused this Mirror Note
to be executed as of the date first written above.

                                            FIDELITY NATIONAL TITLE GROUP, INC.



                                            By /s/ Anthony J. Park
                                               ---------------------------------
                                                 Name: Anthony J. Park
                                                 Title: Chief Financial Officer




                                       4

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.1

FNF RATIO OF EARNINGS TO FIXED CHARGES



                                                                                        YEAR ENDED DECEMBER 31,
                                                     SIX MONTHS ENDED     ----------------------------------------------------
                                                      JUNE 30, 2005         2004          2003      2002      2001      2000
                                                     ----------------       ----          ----      ----      ----      ----
                                                                                                    
Earnings:
      Earnings                                           $549,873         $1,184,091  $1,420,639  $851,300  $523,721  $851,300
      Fixed charges                                        86,559            165,594     142,643   109,641   111,872   111,282
                                                         --------         ----------  ----------  --------  --------  --------
                                                         $636,432         $1,349,685  $1,563,282  $960,941  $635,593  $962,582
                                                         ========         ==========  ==========  ========  ========  ========
Fixed Charges:
      Interest expense and amortization of               $ 30,199         $   47,214  $   43,103  $ 34,053  $ 46,569  $ 59,374
            debt discount and debt issuance costs
      Interest component of rent expense                   56,360            118,380      99,540    75,588    65,303    51,908
                                                         --------         ----------  ----------  --------  --------  --------
                                                         $ 86,559         $  165,594  $  142,643  $109,641  $111,872  $111,282
                                                         ========         ==========  ==========  ========  ========  ========
      Ratio of earnings to Fixed charges                      7.4                8.2        11.0       8.8       5.7       8.6
                                                         ========         ==========  ==========  ========  ========  ========

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.2

FNT RATIO OF EARNINGS TO FIXED CHARGES



                                                     SIX MONTHS ENDED
                                                      JUNE 30, 2005                            YEAR ENDED DECEMBER 31,
                                                  --------------------    ---------------------------------------------------------
                                                                            2004         2003         2002        2001       2000
                                                                            ----         ----         ----        ----       ----
                                                                                                         
EARNINGS:
    Earnings                                            $390,826          $882,927    $1,091,920   $769,364    $513,627    $225,182
    Fixed charges                                         39,674            88,395        80,950     72,032      73,155      62,094
                                                        --------          --------    ----------   --------    --------    --------
                                                        $430,500          $971,322    $1,172,870   $841,396    $586,782    $287,276
                                                        ========          ========    ==========   ========    ========    ========
FIXED CHARGES:
    Interest expense and amortization of                $    724          $  3,885    $    4,582   $  8,586    $ 15,695    $ 15,460
         debt discount and devt issuance costs
    Interest component of rent expense                    38,950            84,510        76,368     63,446      57,460      46,634
                                                        --------          --------    ----------   --------    --------    --------
                                                        $ 39,674          $ 88,395    $   80,950   $ 72,032    $ 73,155    $ 62,094
                                                        ========          ========    ==========   ========    ========    ========
    Ratio of earnings to Fixed charges                      10.9              11.0          14.5       11.7         8.0         4.6
                                                        ========          ========    ==========   ========    ========    ========

 

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7.30% Fidelity National Financial notes due 2011		5.25% Fidelity National Financial notes due 2013
(CUSIP 316326ac1)		(CUSIP 316326ad9)
for		for
7.30% Fidelity National Title Group notes due 2011		5.25% Fidelity National Title Group notes due 2013

	•	any and all of the outstanding 7.30% Fidelity National Financial, Inc. (“FNF”) notes due 2011 (the “FNF 7.30% Notes”) for its newly issued 7.30% notes due 2011 (the “FNT 7.30% Notes”); and
	•	any and all of the outstanding 5.25% FNF notes due 2013 (the “FNF 5.25% Notes”) for its newly issued 5.25% notes due 2013 (the “FNT 5.25% Notes”).

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	(1) sells, assigns and transfers to or upon the order of FNT, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, such FNF Notes,
	(2) waives any and all rights with respect to such FNF Notes (including any existing or past defaults and their consequences in respect of such FNF Notes), and
	(3) releases and discharges FNT, and the trustee under the indenture related to the FNF Notes (the “FNF trustee”), from any and all claims the undersigned may have now or in the future, arising out of or related to such FNF Notes, including any claims that the undersigned is entitled to receive additional principal or interest payments

4

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	with respect to such FNF Notes (other than as expressly provided in the Prospectus and in this Letter of Transmittal) or to participate in any redemption or defeasance of such FNF Notes.

	(1) transfer ownership of such FNF Notes on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity to or upon the order of FNT,
	(2) present such FNF Notes for transfer of ownership on the books of FNF,
	(3) deliver to FNT, FNF and the FNF trustee this Letter of Transmittal as evidence of the undersigned’s consent to the proposed amendments and as certification that the Consent Condition has been satisfied, and
	(4) receive all benefits and otherwise exercise all rights of beneficial ownership of such FNF Notes,

	(1) The undersigned (i) has full power and authority to tender the FNF Notes tendered hereby and to sell, assign and transfer all right, title and interest in and to such FNF Notes and (ii) either has full power and authority to consent to the proposed amendments to the indenture relating to such FNF Notes or is delivering a duly executed consent (which is included in this Letter of Transmittal) from a person or entity having such power and authority,
	(2) The FNF Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and upon acceptance of such FNF Notes by FNT, FNT will acquire good, indefeasible and unencumbered title to such FNF Notes, free and clear of all liens, charges, claims, encumbrance, interests and restrictions of any kind, when the same are accepted by FNT, and
	(3) The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or FNT to be necessary or desirable to complete the sale, assignment and transfer of the FNF Notes tendered hereby, to perfect the undersigned’s consent to the proposed amendments or to complete the execution of any Supplemental Indenture.

5

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6

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7

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8

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	•	the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the FNF Notes and the holder has not completed the box entitled “Special Issuance Instructions” on this Letter of Transmittal; or
	•	the FNF Notes are tendered for the account of an “Eligible Institution.”

9

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	(a) a bank;
	(b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;
	(c) a credit union;
	(d) a national securities exchange, registered securities association or clearing agency; or
	(e) a savings institution that is a participant in a Securities Transfer Association recognized program.

10

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11

 

7.30% Fidelity National Financial notes due 2011 (CUSIP 316326AC1) for 7.30% Fidelity National Title Group notes due 2011		5.25% Fidelity National Financial notes due 2013 (CUSIP 316326AD9) for 5.25% Fidelity National Title Group notes due 2013

	Very truly yours,
	Fidelity National Title Group, Inc.

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2

 

7.30% Fidelity National Financial notes due 2011 (CUSIP 316326AC1) for 7.30% Fidelity National Title Group notes due 2011		5.25% Fidelity National Financial notes due 2013 (CUSIP 316326AD9) for 5.25% Fidelity National Title Group notes due 2013

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2

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3