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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

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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			12
The Exchange Offers			19
The Proposed Amendments			26
Forward-Looking Statements			28
Capitalization of FNT			29
Selected Historical Financial Information			30
Management’s Discussion and Analysis of Financial Condition and Results of Operations of FNT			36
Industry Background			54
Business			57
Management			72
Our Arrangements With FNF			87
Certain Relationships and Related Transactions			101
Description of our Notes			107
Description of Differences Between the FNT Notes and the FNF Notes			114
United States Federal Income Tax Considerations			117
Legal Matters			121
Experts			121
Index to Financial Statements			F-1
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 5.1
EXHIBIT 8.1
EXHIBIT 12.1
EXHIBIT 12.2
EXHIBIT 23.1
EXHIBIT 25.1

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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;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended September 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, October 21, 2005 and October 31, 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, (i) no action or event has occurred or been threatened in writing (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), (ii) no action or proceeding is pending or has been threatened in writing before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person and (iii) no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, 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 any court or governmental, regulatory or administrative agency, authority or tribunal, which in any case:

	•	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;
	•	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;
	•	would materially impair the ability of the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments to result in the removal of the restrictions and other provisions under the FNF indenture as contemplated by the proposed amendments, the elimination of FNF’s direct obligations under any FNF notes acquired in the exchange offers or the avoidance of a downgrade in the debt ratings of FNF by Moody’s Investors Service; 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 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

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		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 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

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	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
	•	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;
	•	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 September 30, 2005
		(In thousands)
Cash and cash equivalents		$	528,323
Total long-term debt		$	657,076
Stockholders’ equity			2,396,669
Total capitalization		$	3,053,745

	•	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.”

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			Nine Months Ended
			September 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			$	1,643,574			$	1,491,375			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums				2,083,317				2,110,142				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums				3,726,891				3,601,517				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees				868,375				779,910				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow				4,595,266				4,381,427				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income				77,066				45,549				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net				25,505				17,595				22,948				101,839				584				946				4,605
Other income				31,481				34,307				43,528				52,689				55,927				50,476				27,434
Total revenue				4,729,318				4,478,878				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs				1,415,928				1,267,871				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses				699,844				640,290				849,554				817,597				633,193				558,263				457,476
Agent commissions				1,617,260				1,651,066				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization				73,207				69,100				95,718				79,077				53,042				100,225				88,033
Provision for claim losses				254,289				194,505				259,402				248,834				175,963				134,527				97,161
Interest expense(4)				5,393				3,086				3,885				4,582				8,586				15,695				15,460
Total expenses				4,065,921				3,825,918				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest				663,397				652,960				882,927				1,091,920				769,364				513,627				225,182
Income tax expense(4)				248,774				238,983				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest				414,623				413,977				559,329				684,184				492,394				307,662				128,129
Minority interest				1,992				809				1,165				859				624				—				—
Cumulative effect of accounting change				—				—				—				—				—				5,709				—
Net earnings(4)				412,631				413,168			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129
Per share amounts:
	Unaudited proforma net earnings per share — basic and diluted		$	2.38			$	2.38			$	3.22
	Unaudited proforma weighted average shares outstanding — basic and diluted(5)			173,520				173,520				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 $2.0 million for the nine months ended September 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 nine months ended September 30, 2005 would have been $30,149, $239,490 and $393,887, 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 September 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 September 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 Nine
		Months Ended
		September 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		$	3,344,811			$	2,973,806			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			528,323				359,149				268,414				395,857				433,379				491,709				214,398
Total assets			6,008,951				5,295,421				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			657,076				29,422				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			1,025,718				983,343				980,746				932,439				887,973				881,053				907,292
Minority interests			4,801				3,911				3,951				2,488				1,098				239				204
Equity			2,396,669				2,583,499				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)			2,398,900				2,445,700				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			1,651,800				1,708,100				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,469			$	1,301			$	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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					Nine Months Ended
					September 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					$	7,237,056			$	6,200,935			$	8,296,002			$	7,715,215			$	5,082,640			$	3,874,107			$	2,741,994
	Expenses:
		Personnel costs				2,396,243				2,058,441				2,786,297				2,465,026				1,476,430				1,187,177				845,349
		Other operating expenses				1,586,345				1,394,214				1,967,350				1,699,797				1,019,992				829,433				624,087
		Agent commissions				1,558,547				1,584,579				2,028,926				1,823,241				1,521,573				1,098,328				884,498
		Provision for claim losses				333,320				230,689				282,124				263,409				179,292				134,724				97,322
		Goodwill amortization				—				—				—				—				—				54,155				35,003
		Interest expense				120,001				30,493				47,214				43,103				34,053				46,569				59,374
						5,994,456				5,298,416				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					1,242,600				902,519				1,184,091				1,420,639				851,300				523,721				196,361
	Income tax expense					354,577				333,932				438,114				539,843				306,468				209,488				86,624
	Earnings before minority interest and cumulative effect of a change in accounting principle					888,023				568,587				745,977				880,796				544,832				314,233				109,737
	Minority interest					39,081				2,491				5,015				18,976				13,115				3,048				1,422
	Earnings before cumulative effect of a change in accounting principle					848,942				566,096				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		$	848,942			$	566,096			$	740,962			$	861,820			$	531,717			$	305,476			$	108,315

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			Nine Months Ended
			September 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)
	Basic earnings per share			4.92				3.33				4.33				5.81				4.05				2.36				1.11
	Weighted average shares outstanding, basic			172,686				170,187				171,014				148,275				131,135				129,316				97,863
	Diluted net earnings per share			4.79				3.23				4.21				5.63				3.91				2.29				1.07
	Weighted average shares outstanding, diluted			177,254				175,287				176,000				153,171				135,871				133,189				101,383
Balance Sheet Data:
	Investments(6)		$	4,336,688			$	3,388,108			$	3,346,276			$	2,689,817			$	2,565,815			$	1,823,512			$	1,685,331
	Cash and cash equivalents(7)			637,977				442,656				331,222				459,655				482,600				542,620				262,955
	Total assets			10,909,779				8,998,300				9,270,535				7,263,175				5,245,951				4,415,998				3,833,985
	Notes payable			3,114,003				995,391				1,370,556				659,186				493,458				565,690				791,430
	Reserve for claim losses			1,061,321				996,765				998,170				943,704				888,784				881,089				907,482
	Minority interests and preferred stock of subsidiary			185,243				19,373				18,874				14,835				131,797				47,166				5,592
Other Data:
	Orders opened by direct title operations			2,843,600				2,854,700				3,680,200				4,820,700				3,228,300				2,635,200				1,352,000
	Orders closed by direct title operations			1,891,100				2,019,700				2,636,300				3,694,000				2,290,300				1,700,600				971,000
	Provisions for claim losses to title insurance premiums			6.8	%			5.4	%			5.5	%			5.4	%			5.0	%			5.0	%			5.0	%
	Title related revenue(8):
	Percentage direct operations			44.1	%			41.4	%			54.8	%			59.7	%			55.3	%			59.0	%			52.8	%
	Percentage agency operations			55.9	%			58.6	%			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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			Nine Months Ended
			September 30,								Year Ended December 31,
			2005				2004				2004				2003(1)				2002(1)
			(In thousands, except per share amounts)
Results of Operations:
	Revenues		$	821,255			$	757,664			$	1,039,506			$	921,734			$	906,791
	Operating expenses(2)(3)(4)			697,808				645,612				871,010				783,550				773,845
	Operating income			123,447				112,052				168,496				138,184				132,946
	Other income, net			1,412				599				1,207				2,339				1,119
	Interest expense(5)			(9,677	)			(9,388	)			(12,914	)			(7,950	)			(7,120	)
	Income from continuing operations before income taxes and cumulative effect of change in accounting principle			115,182				103,263				156,789				132,573				126,945
	Provision for income taxes			(45,969	)			(39,188	)			(59,111	)			(50,429	)			(50,231	)
	Income from continuing operations before cumulative effect of a change in accounting principle			69,213				64,075				97,678				82,144				76,714
	Income from discontinued operations, net of tax			24,796				4,133				5,934				3,897				2,926
	Income before cumulative effect of a change in accounting principle, net of tax			94,009				68,208				103,612				86,041				79,640
	Cumulative effect of a change in accounting principle, net of tax(6)			—				—				—				(1,335	)			—
	Net income		$	94,009			$	68,208			$	103,612			$	84,706			$	79,640
Other Operating Data:
	Depreciation and amortization		$	38,352			$	34,643			$	47,449			$	42,030			$	39,050
	Capital expenditures		$	42,883			$	28,482			$	40,908			$	43,747			$	48,961
Balance Sheet Data (at end of period):
	Total assets		$	934,094			$	863,620			$	922,209			$	785,356			$	702,141
	Long-term debt		$	225,864			$	287,165			$	273,968			$	222,399			$	214,200
	Total shareholders’ equity		$	421,947			$	249,711			$	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 $4.4 million and $8.7 million for the nine months ended September 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 $28.4 million and $20.0 million for the nine months ended September 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 Nine Months ended September 30, 2005 and 2004

	Results of Operations

				Nine Months Ended
				September 30,
				2005				2004
				(Unaudited)
				(in thousands)
Revenue:
	Direct title insurance premiums			$	1,643,574			$	1,491,375
	Agency title insurance premiums				2,083,317				2,110,142
	Escrow and other title related fees				868,375				779,910
	Interest and investment income				77,066				45,549
	Realized gains and losses, net				25,505				17,595
	Other income				31,481				34,307
		Total revenue			4,729,318				4,478,878
Expenses:
	Personnel costs				1,415,928				1,267,871
	Other operating expenses				699,844				640,290
	Agent commissions				1,617,260				1,651,066
	Depreciation and amortization				73,207				69,100
	Provision for claim losses				254,289				194,505
	Interest expense				5,393				3,086
		Total expenses			4,065,921				3,825,918
Earnings before income taxes and minority interest					663,397				652,960
Income tax expense					248,774				238,983
Earnings before minority interest					414,623				413,977
Minority interest					1,992				809
		Net earnings		$	412,631			$	413,168

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			Nine Months Ended September 30,
			2005				%				2004				%
			(Dollars in thousands)
Title premiums from direct operations			$	1,643,574				44.1%			$	1,491,375				41.4%
Title premiums from agency operations				2,083,317				55.9%				2,110,142				58.6%
	Total		$	3,726,891				100.0%			$	3,601,517				100.0%

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			Nine months ended September 30,
			2005				%				2004				%
			(Dollars in thousands)
Agent premiums			$	2,083,317				100.0%			$	2,110,142				100.0%
Agent commissions				1,617,260				77.6%				1,651,066				78.2%
	Net		$	466,057				22.4%			$	459,076				21.8%

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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	%

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					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.

		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

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	Cash Requirements

	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

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	•	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.

	Interest Rate Risk

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	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.

	•	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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		Nine Months Ended September 30,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	1,643,574				44.1%			$	1,491,375				41.4%			$	2,003,447				42.5%			$	2,105,317				44.8%			$	1,557,769				43.9%
Agency			2,083,317				55.9%				2,110,142				58.6%				2,714,770				57.5%				2,595,433				55.2%				1,989,958				56.1%
Total title insurance premiums		$	3,726,891				100.0%			$	3,601,517				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			59			Chief Executive Officer
Christopher Abbinante			55			President, Eastern Operations
Roger S. Jewkes			47			President, Western Operations
Erika Meinhardt			47			President, National Agency Operations
Anthony J. Park			38			Chief Financial Officer
William G. Bone			63			Director
Willie M. Davis			71			Director
John F. Farrell, Jr.			68			Director
Philip G. Heasley			56			Director
William A. Imparato			58			Director
Donald M. Koll			72			Director
General William Lyon			82			Director
Frank P. Willey			52			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.

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	•	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.

	•	an annual retainer of $30,000;
	•	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.

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			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

(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 —

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	$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			10,461,486				5.87	%
Willie D. Davis			98,694				*
John F. Farrell, Jr.			84,164				*
Philip G. Heasley			42,517				*
William A. Imparato			148,171				*
Donald M. Koll			218,140				*
General William Lyon			179,425				*
Frank P. Willey			1,576,614				*
Raymond R. Quirk			730,263				*
Christopher Abbinante			133,329				*
Roger S. Jewkes			89,075				*
Erika Meinhardt			93,415				*
Anthony J. Park			117,669	(2)			*
William G. Bone			0				0.00	%
All directors and executive officers as a group (persons)			13,972,962				7.77	%

*	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 1,601 shares of FNF common stock held by Mr. Park’s spouse.

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Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			1,125,560				*
Willie D. Davis			5,962				*
John F. Farrell, Jr.			6,763				*
Philip G. Heasley			10,452				*
William A. Imparato			6,696				*
Donald M. Koll			5,962				*
General William Lyon			8,626				*
Frank P. Willey			269,947				*
Raymond R. Quirk			154,271				*
Christopher Abbinante			69,383				*
Roger S. Jewkes			64,260				*
Erika Meinhardt			69,142				*
Anthony J. Park			39,307(2	)			*
William G. Bone			0				0.00
All directors and executive officers as a group (persons)			1,883,623				1.08	%

*	Indicates less than 1% of FNT outstanding Class A Common Stock.

(1)	Shares “beneficially owned” include: (a) shares of FNT Class A Common Stock owned by the individual, (b) FNT restricted stock granted to individuals in connection with the distribution (Messrs. Foley and Quirk — 120,000; Messrs. Abbinante and Jewkes and Ms. Meinhardt  — 60,000; and Mr. Park — 30,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon and Willey — 5,000), (c) FNT options that are exercisable within 60 days and (d) shares of FNT common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 276 shares of FNT Class A 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.

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										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

(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

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		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

91

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	Employee Matters Agreement

92

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	Registration Rights Agreement

93

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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

97

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	Lease Agreement

98

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	Master Information Technology Services Agreement

99

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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

102

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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.

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	•	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;
	•	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;

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	•	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.

	•	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 September 30, 2005 and December 31, 2004			F-34
Unaudited Combined Statements of Earnings for the nine months ended September 30, 2005 and 2004			F-35
Unaudited Combined Statements of Comprehensive Earnings for the nine months ended September 30, 2005 and 2004			F-36
Unaudited Combined Statement of Equity for the nine months ended September 30, 2005			F-37
Unaudited Combined Statements of Cash Flows for the nine months ended September 30, 2005 and 2004			F-38
Notes to Unaudited Condensed Combined Financial Statements			F-39

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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

F-33

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			September 30,				December 31,
			2005				2004
			(Unaudited)
			(In thousands, except share and
			per share data)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at September 30, 2005 includes $310,860 and $143,901 of pledged fixed maturities related to secured trust deposits and the securities lending program, respectively, and at December 31, 2004 includes $265,639 of pledged fixed maturity securities related to secured trust deposits		$	2,440,306			$	2,174,817
	Equity securities, at fair value at September 30, 2005 includes $2,331 of pledged equities related to the securities lending program			142,387				115,070
	Other long-term investments			22,609				21,219
	Short-term investments, at fair value, at September 30, 2005 includes $398,422 and at December 31, 2004 includes $280,351 of pledged short-term investments related to secured trust deposits			739,509				508,383
	Total investments			3,344,811				2,819,489
Cash and cash equivalents, at September 30, 2005 includes $301,794 and $151,322 of pledged cash related to secured trust deposits and the securities lending program, respectively, and at December 31, 2004 includes $195,200 of pledged cash related to secured trust deposits				528,323				268,414
Trade receivables, net of allowance of $12,705 in 2005 and $11,792 in 2004				211,023				145,447
Notes receivable, net of allowance of $1,466 at September 30, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at September 30, 2005 and December 31, 2004				37,735				39,196
Goodwill				1,074,017				959,600
Prepaid expenses and other assets				349,903				311,730
Title plants				304,885				301,610
Property and equipment, net				158,254				164,916
Due from FNF				—				63,689
			$	6,008,951			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities		$	833,289			$	603,705
	Notes payable, including $650.0 million of notes payable to FNF at September 30, 2005			657,076				22,390
	Reserve for claim losses			1,025,718				980,746
	Secured trust deposits			1,004,122				735,295
	Deferred tax liabilities			77,536				51,248
	Due to FNF			9,740				—
				3,607,481				2,393,384
	Minority interests			4,801				3,951
Equity:
	Accumulated other comprehensive loss			(72,107	)			(42,300	)
	Investment by FNF			2,468,776				2,719,056
				2,396,669				2,676,756
			$	6,008,951			$	5,074,091

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				Nine Months Ended
				September 30,
				2005				2004
				(In thousands,
				except per share data)
				(Unaudited)
Revenue:
	Direct title insurance premiums			$	1,643,574			$	1,491,375
	Agency title insurance premiums				2,083,317				2,110,142
	Escrow and other title related fees				868,375				779,910
	Interest and investment income				77,066				45,549
	Realized gains and losses, net				25,505				17,595
	Other income				31,481				34,307
		Total revenue			4,729,318				4,478,878
Expenses:
	Personnel costs				1,415,928				1,267,871
	Other operating expenses				699,844				640,290
	Agent commissions				1,617,260				1,651,066
	Depreciation and amortization				73,207				69,100
	Provision for claim losses				254,289				194,505
	Interest expense				5,393				3,086
		Total expenses			4,065,921				3,825,918
Earnings before income taxes and minority interest					663,397				652,960
Income tax expense					248,774				238,983
Earnings before minority interest					414,623				413,977
Minority interest					1,992				809
		Net earnings		$	412,631			$	413,168
Pro forma basic and diluted earnings per share				$	2.38			$	2.38
Pro forma weighted average shares outstanding, basic and diluted					173,520				173,520

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			Nine Months Ended
			September 30,
			2005				2004
			(In thousands)
			(Unaudited)
Net earnings			$	412,631			$	413,168
Other comprehensive earnings (loss):
	Unrealized loss on investments and other financial instruments, net(1)			(23,989	)			(22,701	)
	Reclassification adjustments for (gains) losses included in net earnings(2)			(5,818	)			(7,480	)
Other comprehensive loss				(29,807	)			(30,181	)
Comprehensive earnings			$	382,824			$	382,987

(1)	Net of income tax (benefit) expense of $(14.2) million and $(13.9) million for the nine months ended September 30, 2005 and 2004, respectively.
(2)	Net of income tax (benefit) expense of $3.6 million and $4.6 million for the nine months ended September 30, 2005 and 2004, respectively.

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							Accumulated Other
			Investment				Comprehensive
			by FNF				Earnings (Loss)				Total Equity
			(In thousands)
			(Unaudited)
Balance, December 31, 2004			$	2,719,056			$	(42,300	)		$	2,676,756
	Other comprehensive loss — unrealized loss on investments and other financial instruments			—				(29,807	)			(29,807	)
	Net contribution of capital			144,664				—				144,664
	Dividend to FNF			(807,575	)			—				(807,575	)
	Net earnings			412,631				—				412,631
Balance, September 30, 2005			$	2,468,776			$	(72,107	)		$	2,396,669

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				Nine Months Ended
				September 30,
				2005				2004
				(In thousands)
				(Unaudited)
Cash Flows From Operating Activities:
	Net earnings			$	412,631			$	413,168
	Reconciliation of net earnings to net cash provided by operating activities:
		Depreciation and amortization			73,207				69,100
		Net increase in reserve for claim losses			43,925				16,746
		Gain on sales of assets			(25,505	)			(17,595	)
		Minority interest			1,992				809
	Change in assets and liabilities, net of effects from acquisitions:
		Net increase in trade receivables			(63,312	)			(20,443	)
		Net increase in prepaid expenses and other assets			(3,182	)			6,331
		Net increase (decrease) in accounts payable, accrued liabilities			9,739				(94,440	)
		Net increase in income taxes			145,335				293,132
		Net cash provided by operating activities			594,830				666,808
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				1,883,026				1,767,471
	Proceeds from maturities of investment securities available for sale				262,008				144,457
	Proceeds from sale of assets				40,831				4,440
	Cash received as collateral on loaned securities, net				3,026				—
	Collections of notes receivable				9,180				3,049
	Additions to title plants				(4,065	)			(6,414	)
	Additions to property and equipment				(69,925	)			(52,320	)
	Additions to capitalized software				(4,316	)			(385	)
	Purchases of investment securities available for sale				(2,154,842	)			(2,449,912	)
	Net proceeds (purchases) of short-term investment securities				(232,280	)			251,477
	Issuance of notes receivable				(7,868	)			(4,680	)
	Acquisitions of businesses, net of cash acquired				(135,438	)			(110,812	)
		Net cash used in investing activities			(410,663	)			(453,629	)
Cash Flows From Financing Activities:
	Borrowings			$	650,174			$	132
	Debt service payments				(18,115	)			(26,065	)
	Dividends paid				(807,575	)			(159,600	)
	Contribution from (distribution to) FNF				144,664				(133,083	)
	Net cash (used in) provided by financing activities				(30,852	)			(318,616	)
	Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits				153,315				(105,437	)
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period				73,214				164,715
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period			$	226,529			$	59,278

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	Description of Business

	Principles of Combination and Basis of Presentation

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	Unaudited Proforma Net Earnings Per Share

	Transactions with Related Parties

		Nine Months
		Ended
		September 30,
		2005				2004
		(In millions)
Agency title premiums earned		$	69.7			$	95.6
Rental income earned			5.0				4.8
Interest revenue			0.7				0.3
Total revenue			75.4				100.7
Agency title commissions			61.3				84.2
Data processing costs			41.4				46.3
Corporate services allocated			(26.0	)			(49.9	)
Title insurance information expense			18.1				22.4
Other real-estate related information			10.8				7.1
Software expense			5.7				4.3
Rental expense			2.6				1.9
Total expenses			113.9				116.3
Total pretax impact of related party activity		$	(38.5	)		$	(15.6	)

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F-41

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		September 30,				December 31,
		2005				2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
Due from (to) FNF			(9.7	)			63.7
Notes payable to FNF (See Note E)			650.0				—

	Service Link L.P.

	American Pioneer Title Insurance Company

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			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			$	619,806			$	(10,370	)		$	233,469			$	(2,979	)		$	853,275			$	(13,349	)
States and political subdivisions				572,242				(5,382	)			129,767				(3,124	)			702,008				(8,506	)
Corporate securities				295,230				(4,073	)			239,053				(5,605	)			534,283				(9,678	)
Equity securities				95,714				(15,515	)			31				(39	)			95,745				(15,554	)
	Total temporarily impaired securities		$	1,582,992			$	(35,340	)		$	602,320			$	(11,747	)		$	2,185,311			$	(47,087	)

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		Nine Months Ended
		September 30,
		2005				2004
		(In thousands, except per
		share amounts)
Net earnings, as reported		$	412,631			$	413,168
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			5,375				2,020
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(5,983	)			(3,168	)
Pro forma net earnings		$	412,023			$	412,020
Pro forma net earnings per share — basic and diluted, as reported		$	2.38			$	2.38
Pro forma net earnings per share — basic and diluted, as reported — adjusted for SFAS 123 effects		$	2.37			$	2.37

		September 30,				December 31,
		2005				2004
Unsecured note due to FNF, interest payable semiannually at 3.55%, due August, 2008, refinanced October 24, 2005		$	150,000			$	—
Unsecured note due to FNF, net of discount, interest payable semiannually at 7.3%, due August, 2011			250,000				—
Unsecured note due to FNF, net of discount, interest payable semiannually at 5.25%, due March, 2013			250,000				—
Other promissory notes with various interest rates and maturities			7,076				22,390
		$	657,076			$	22,390

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2005		$	3,923
2006			—
2007			3,153
2008			150,000
2009			—
Thereafter			500,000
		$	657,076

			For the Nine Months Ended September 30,
			2005				2004				2005				2004
			Pension Benefits								Postretirement Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	114			$	155
Interest cost				6,261				6,488				888				959
Expected return on assets				(5,877	)			(5,678	)			—				—
Amortization of prior service cost				—				—				(1,152	)			(2,028	)
Amortization of actuarial loss				6,621				5,253				411				248
	Total net periodic (income) expense		$	7,005			$	6,063			$	261			$	(666	)

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	•	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 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-47

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F-48

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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, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 19, 2005.
	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 The Bank of New York Trust Company, N.A. 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.*

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Exhibit
Number				Description
	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.***
	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.***

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Exhibit
Number				Description
	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.***
	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, incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 15, 2005.

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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		Consents 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 this registration statement as previously filed).**
	25	.1		Statement of Eligibility of The Bank of New York Trust Company, N.A. 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.**

*	Filed herewith
**	Previously filed
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 26, 2005

†	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 1-32630).

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II-5

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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

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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.

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	Fidelity National Title Group, Inc.

	By:	/s/ Anthony J. Park

	Name: Anthony J. Park
	Title: Chief Financial Officer

By:		*        William P. Foley, II		Chairman of the Board of Directors		November 29, 2005
By:		*        Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)		November 29, 2005
By:		/s/ Anthony J. Park        Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)		November 29, 2005
By:		*        Willie M. Davis		Director		November 29, 2005
By:		*        John F. Farrell, Jr.		Director		November 29, 2005
By:		*        Philip G. Heasley		Director		November 29, 2005
By:		*        William A. Imparato		Director		November 29, 2005
By:		*        Donald M. Koll		Director		November 29, 2005
By:		*        General William Lyon		Director		November 29, 2005
By:		*        Frank P. Willey		Director		November 29, 2005
By:		/s/ Anthony J. Park        Anthony J. Park      Attorney in Fact

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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, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 19, 2005, as Exhibit 3.1.
	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 The Bank of New York Trust Company, N.A. 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.**

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Exhibit
Number				Description
	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.***
	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.***

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Exhibit
Number				Description
	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, incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 15, 2005.
	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		Consents 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 this registration statement as previously filed).**
	25	.1		Statement of Eligibility of The Bank of New York Trust Company, N.A. 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.**

*	Filed herewith
**	Previously filed
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 26, 2005

†	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 1-32630)

                                                                     Exhibit 4.4

                          First Supplemental Indenture

     FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
December ___, 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 seeks to obtain 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, and this
Supplemental Indenture shall not become effective unless and until the
conditions of Section 6 hereof are satisfied;

     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 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 5. 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. The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture.

     Section 6. 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 (which shall occur upon the
execution, authentication and delivery of newly issued notes of FNT in exchange
for Securities of that series), and is subject to the condition that the Company
has received consents sufficient to amend the Original Indenture pursuant to the
terms of Section 8.2 thereof in connection with such exchange offer and that
such consents have not been revoked before the expiration of such exchange
offer.

     Section 7. 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 8. 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 9. 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:
                                               ---------------------------------

                                                                     Exhibit 4.5

                                    INDENTURE

                                   Dated as of

                                December __, 2005

                                     between

                       Fidelity National Title Group, Inc.

                                       and

              The Bank of New York Trust Company, N.A., as Trustee



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........     1
   Section 1.1.  Definitions.............................................     1
   Section 1.2.  Compliance Certificates and Opinions....................     8
   Section 1.3.  Form of Documents Delivered to Trustee..................     9
   Section 1.4.  Acts of Holders.........................................    10
   Section 1.5.  Notices, etc., to Trustee and Company...................    11
   Section 1.6.  Notice to Holders; Waiver...............................    11
   Section 1.7.  Headings and Table of Contents..........................    12
   Section 1.8.  Successors and Assigns..................................    12
   Section 1.9.  Separability............................................    12
   Section 1.10. Benefits of Indenture...................................    12
   Section 1.11. Governing Law...........................................    12
   Section 1.12. Legal Holidays..........................................    12
   Section 1.13. Force Majeure...........................................    13

ARTICLE 2 SECURITY FORMS.................................................    13
   Section 2.1.  Forms Generally.........................................    13
   Section 2.2.  Form of Trustee's Certificate of Authentication.........    14
   Section 2.3.  Securities in Global Form...............................    14
   Section 2.4.  Form of Legend for Securities in Global Form............    14

ARTICLE 3 THE SECURITIES.................................................    15
   Section 3.1.  Amount Unlimited; Issuable in Series....................    15
   Section 3.2.  Denominations...........................................    18
   Section 3.3.  Execution, Authentication, Delivery and Dating..........    18
   Section 3.4.  Temporary Securities....................................    20
   Section 3.5.  Registration, Transfer and Exchange.....................    21
   Section 3.6.  Replacement Securities..................................    24
   Section 3.7.  Payment of Interest; Interest Rights Preserved..........    25
   Section 3.8.  Persons Deemed Owners...................................    27
   Section 3.9.  Cancellation............................................    27



                                        i



                                                                         
   Section 3.10. Computation of Interest.................................    27
   Section 3.11. CUSIP Numbers...........................................    28
   Section 3.12. Currency of Payment in Respect of Securities............    28

ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE.........................    28
   Section 4.1.  Termination of Company's Obligations Under the
                    Indenture............................................    28
   Section 4.2.  Application of Trust Funds..............................    29
   Section 4.3.  Applicability of Defeasance Provisions; Company's Option
                    to Effect Defeasance or Covenant Defeasance..........    29
   Section 4.4.  Defeasance..............................................    30
   Section 4.5.  Covenant Defeasance.....................................    30
   Section 4.6.  Conditions to Defeasance or Covenant Defeasance.........    31
   Section 4.7.  Deposited Money and Government Obligations to Be Held in
                    Trust................................................    32
   Section 4.8.  Repayment to Company....................................    33
   Section 4.9.  Indemnity for Government Obligations....................    33
   Section 4.10. Reinstatement...........................................    33

ARTICLE 5 DEFAULTS AND REMEDIES..........................................    34
   Section 5.1.  Events of Default.......................................    34
   Section 5.2.  Acceleration; Rescission and Annulment..................    35
   Section 5.3.  Collection of Indebtedness and Suits for Enforcement by
                    Trustee..............................................    36
   Section 5.4.  Trustee May File Proofs of Claim........................    36
   Section 5.5.  Trustee May Enforce Claims Without Possession of
                    Securities or Coupons................................    37
   Section 5.6.  Delay or Omission Not Waiver............................    37
   Section 5.7.  Waiver of Past Defaults.................................    37
   Section 5.8.  Control by Majority.....................................    38
   Section 5.9.  Limitation on Suits by Holders..........................    38
   Section 5.10. Rights of Holders to Receive Payment....................    39
   Section 5.11. Application of Money Collected..........................    39
   Section 5.12. Restoration of Rights and Remedies......................    39
   Section 5.13. Rights and Remedies Cumulative..........................    39
   Section 5.14. Waiver of Stay or Extension Laws........................    40
   Section 5.15. Undertaking for Costs...................................    40



                                       ii



                                                                         
ARTICLE 6 THE TRUSTEE....................................................    40
   Section 6.1.  Certain Duties and Responsibilities of the Trustee......    40
   Section 6.2.  Rights of Trustee.......................................    40
   Section 6.3.  Trustee May Hold Securities.............................    42
   Section 6.4.  Money Held in Trust.....................................    42
   Section 6.5.  Trustee's Disclaimer....................................    42
   Section 6.6.  Notice of Defaults......................................    42
   Section 6.7.  Reports by Trustee to Holders...........................    43
   Section 6.8.  Securityholder Lists....................................    43
   Section 6.9.  Compensation and Indemnity..............................    43
   Section 6.10. Replacement of Trustee..................................    44
   Section 6.11. Acceptance of Appointment by Successor..................    45
   Section 6.12. Eligibility; Disqualification...........................    47
   Section 6.13. Merger, Conversion, Consolidation or Succession to
                    Business.............................................    47
   Section 6.14. Appointment of Authenticating Agent.....................    47

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE COMPANY...................    49
   Section 7.1.  Consolidation, Merger or Sale of Assets Permitted.......    49
   Section 7.2.  Successor Person Substituted for Company................    49

ARTICLE 8 SUPPLEMENTAL INDENTURES........................................    49
   Section 8.1.  Supplemental Indentures Without Consent of Holders......    49
   Section 8.2.  Supplemental Indentures With Consent of Holders.........    51
   Section 8.3.  Compliance with Trust Indenture Act.....................    52
   Section 8.4.  Execution of Supplemental Indentures....................    52
   Section 8.5.  Effect of Supplemental Indentures.......................    52
   Section 8.6.  Reference in Securities to Supplemental Indentures......    52

ARTICLE 9 COVENANTS......................................................    52
   Section 9.1.  Payment of Principal, Premium, if any, and Interest.....    52
   Section 9.2.  Maintenance of Office or Agency.........................    53
   Section 9.3.  Money for Securities Payments to Be Held in Trust;
                    Unclaimed Money......................................    54
   Section 9.4.  Corporate Existence.....................................    55
   Section 9.5.  [Intentionally omitted].................................    55
   Section 9.6.  Reports by the Company..................................    55



                                       iii



                                                                         
   Section 9.7.  Annual Review Certificate...............................    56
   Section 9.8.  Limitation on Liens.....................................    56
   Section 9.9.  [Intentionally omitted].................................    57
   Section 9.10. Taxes...................................................    57
   Section 9.11. Additional Amounts......................................    57
   Section 9.12. Calculation of Original Issue Discount..................    58

ARTICLE 10 REDEMPTION....................................................    58
   Section 10.1. Applicability of Article................................    58
   Section 10.2. Election to Redeem; Notice to Trustee...................    58
   Section 10.3. Selection of Securities to Be Redeemed..................    58
   Section 10.4. Notice of Redemption....................................    59
   Section 10.5. Deposit of Redemption Price.............................    60
   Section 10.6. Securities Payable on Redemption Date...................    60
   Section 10.7. Securities Redeemed in Part.............................    61

ARTICLE 11 SINKING FUNDS.................................................    61
   Section 11.1. Applicability of Article................................    61
   Section 11.2. Satisfaction of Sinking Fund Payments with Securities...    61
   Section 11.3. Redemption of Securities for Sinking Fund...............    62



                                       iv



                              CROSS-REFERENCE TABLE



TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------
                                                            
SECTION 310(a)(1)...........................................     6.10, 6.12
(a) (2).....................................................     6.12
(a) (3).....................................................     NOT APPLICABLE
(a) (4).....................................................     NOT APPLICABLE
(a) (5).....................................................     6.12
(b).........................................................     6.10, 6.12
SECTION 311(a)..............................................     6.3
(b).........................................................     6.3
SECTION 312(a)..............................................     6.8
(b).........................................................     6.8
(c).........................................................     6.8
SECTION 313(a)..............................................     6.7
(b).........................................................     6.7
(c).........................................................     6.7
(d).........................................................     6.7
SECTION 314(a)..............................................     9.6, 9.7
(b).........................................................     NOT APPLICABLE
(c) (1).....................................................     1.2
(c) (2).....................................................     1.2
(c) (3).....................................................     NOT APPLICABLE
(d).........................................................     NOT APPLICABLE
(e).........................................................     1.2
SECTION 315(a)..............................................     6.1
(b).........................................................     6.6
(c).........................................................     6.1
(d).........................................................     6.1
(e).........................................................     5.15
SECTION 316(a)..............................................     1.1
(a) (1) (A).................................................     5.8
(a) (1) (B).................................................     5.7
(a) (2).....................................................     NOT APPLICABLE
(b).........................................................     5.10
(c).........................................................     1.4
SECTION 317(a) (1)..........................................     5.3
(a) (2).....................................................     5.4
(b).........................................................     9.3
SECTION 318(a)..............................................     1.11


NOTE: This cross-reference table shall not, for any purpose, be deemed to be a
     part of the Indenture.


                                        v



          INDENTURE, dated as of December __, 2005, between Fidelity National
Title Group, Inc., a Delaware corporation (the "Company") and The Bank of New
York Trust Company, N.A., a national banking association and a wholly owned
subsidiary of the The Bank of New York Company, Inc. (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 Tangible Assets" means, with respect to the Company as
at any date, the total assets of the Company and its consolidated Subsidiaries,
less goodwill, each 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.

          "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,
or (ii) any currency unit or composite currency 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 10161 Centurion
Parkway, Jacksonville, FL 32256, Attention: Corporate Trust Administration.

          "Credit Agreement" shall have the meaning set forth in Section 9.8(b).

          "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.

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

          "Foreign Currency" means any currency, currency unit or composite
currency 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.

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


                                        3



          "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.

          "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.


                                        4



          "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

          (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


                                        5



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.

          "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.


                                        6



          "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.

          "Refinancing Debt" shall have the meaning set forth in Section 9.8(b).

          "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)
is Chicago Title Insurance Company, an insurance company organized under the
laws of Missouri, Fidelity National Title Insurance Company, an insurance
company organized under the laws of California, Security Union Title Insurance
Company, an insurance company organized under the laws of California, Ticor
Title Insurance Company, an insurance company organized under the laws of
California, Ticor Title Insurance Company of Florida, an insurance company
organized under the laws of Florida, or Alamo Title Insurance, an insurance
company organized under the laws of Texas, and any Person successor to any of
the foregoing insurance companies or (ii) owns, directly or indirectly, the
capital stock of any Subsidiary described in clause (i) of this definition.

          "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.

          "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.


                                        7



          "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;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "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.

     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


                                        8



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.

          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.


                                        9



     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 mail, 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 mail, first-class postage prepaid,
     to the Company addressed to it at Fidelity National Title Group, Inc., 601
     Riverside Avenue, Jacksonville, Florida 32204, 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 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


                                       11



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 successors 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.

     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


                                       12



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.

     Section 1.13. Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or events that a court applying New York law would hold to be
included within the term "Acts of God", and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.

                                    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.


                                       13



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

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

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

                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A.,
                                        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


                                       14



form and such other legends as may be approved by the officers executing such
Security, as evidenced by their execution thereof:

          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;


                                       15



               (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;

               (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;


                                       16



               (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) 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


                                       17



               (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.

          (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.


                                       18



          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:

               (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.


                                       19



          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 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.


                                       20



          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 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


                                       22



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 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


                                       23



to the same benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange.

          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 of 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


                                       24



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.

          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 Section 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


                                       25



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 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 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.


                                       27



     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 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


                                       28



     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 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


                                       29



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.

     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), 9.8 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), 9.8 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


                                       30



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.

     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 firm of independent public
accountants, 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.

          (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


                                       31



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.

          (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


                                       32



of which such deposit was made is entitled to, and does, elect pursuant to
Section 3.1 or the 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) [intentionally omitted]; 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,


                                       34



     (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:

               (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


                                       35



     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 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


                                       36



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 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 Trustee 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


                                       37



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 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.


                                       38



     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 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


                                       39



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).

                                    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


                                       40



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.

          (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, indemnities and expenses shall
survive termination of this Agreement and its resignation or removal.


                                       41



          (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.

          (l) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

     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, with which the Trustee
shall comply, 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
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.


                                       42



     Section 6.7. Reports by Trustee to Holders. Within 60 days after each May
15 of each year commencing with the first May 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 May 15 if required by and in compliance with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with
Sections 313(b) and (d) 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. Holders of Securities may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or the Securities. The Company, the Trustee and all
other Persons shall have the protection of Section 312(c) of the Trust Indenture
Act.

     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 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 of which
it has received written notice and 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.


                                       43



          (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 provisions 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.

          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.


                                       44



          (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;

               (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, is removed or becomes incapable of acting,
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.

     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,


                                       45



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. 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.

          (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.


                                       46



     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 specified in this Article. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series.

     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 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,


                                       47



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


                                       48




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

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

                                    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.

                                    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,


                                       49



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

               (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


                                       50



               (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;

               (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


                                       51



     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 provided with, 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.

                                    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


                                       52



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 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


                                       53



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 Trust Company, N.A., 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.

          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.


                                       54



          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. [Intentionally omitted]

     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, document 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 is required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities 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


                                       55



          (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. 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.

     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 any Restricted Subsidiary ("Secured Debt") (whether such capital stock
is 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 Company's Consolidated 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 for so long
as such Secured Debt is so secured.

          (b) The provisions set forth in Section 9.8(a) shall not apply to Debt
secured by the following Liens ("Excluded Debt"): (i) Liens existing as of the
date of this Indenture; (ii) Liens securing all or any portion of any Debt
incurred (x) pursuant to the Credit Agreement, dated as of October 17, 2005, by
and among the Company, as Borrower, Bank of America, N.A., as Administrative
Agent, and various financial institutions and other persons from time to time
parties thereto, as Lenders, as amended, supplemented or modified from time to
time (the "Credit Agreement") or (y) pursuant to any Debt instrument or
agreement ("Refinancing Debt") that in whole or in part refinances, refunds,
repays, renews, replaces or extends the Credit Agreement or any Refinancing
Debt; provided that the aggregate principal amount of Debt that shall constitute
Excluded Debt under this Section 9.8(b)(ii) shall not exceed $400 million; (iii)
Liens securing Debt owing by any Subsidiary to the Company or to any other
Subsidiary; (iv) Liens on any shares of capital stock existing at the time of
the direct or indirect acquisition thereof by the Company or any Subsidiary; and
(v) Liens for the sole purpose of refinancing, refunding, repaying, renewing,
replacing or extending in whole or in part any Debt secured by Liens referred to
in the foregoing clauses (i), (iii) or (iv), inclusive, or in this clause (v);
provided, however, that the principal amount of the Debt excluded pursuant to
this clause (v) shall not


                                       56



exceed the principal amount of Debt so secured at the time of such refinancing,
refunding, repayment, renewal, replacement or extension.

          (c) Secured Debt permitted under this Section 9.8 need not be
permitted solely by reference to one provision permitting such Debt but may be
permitted in part by one provision and in part by one or more other provisions
(including without limitation in part under Section 9.8(a) and in part under one
or more of the provisions of Section 9.8(b)). In the event that Debt or any
portion thereof meets the criteria of more than one such provision, the Company
shall classify such Debt in its sole discretion.

     Section 9.9. [Intentionally omitted].

     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 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


                                       57



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.

                                   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.


                                       58



          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:

               (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


                                       59



     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 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


                                       60



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.

          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


                                       61



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 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.


                                       62



          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 TITLE GROUP, INC.


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

                                        Title:



Attest:


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

Title:



                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


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



                                       63

 

Exhibit 5.1

LeBoeuf, Lamb, Greene & MacRae LLP 125 West 55th Street New York, NY 10019-5389

November 29, 2005
Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

		Re:		Fidelity National Title Group, Inc.

Ladies and Gentlemen:

     We have acted as special counsel to Fidelity National Title Group, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s registration of $500,000,000 in aggregate principal amount of its notes in two series: $250,000,000 in aggregate principal amount of 7.30% notes due 2011 and $250,000,000 in aggregate principal amount of 5.25% notes due 2013 (both series of notes, collectively, the “Notes”), to be issued under and pursuant to an indenture (the “Indenture”) between the Company and a banking institution to be identified, as Trustee (the “Trustee”), and the Company’s offers to exchange such notes for notes (the “FNF Notes”) of its parent company, Fidelity National Financial, Inc., a Delaware corporation (“FNF”). This letter is being delivered to you pursuant to the requirements of item 601(b)(5) of Regulation S-K in connection with the Registration Statement.

     In connection with the opinion expressed below, we have examined (a) the Registration Statement and (b) the forms of Indenture and Notes filed as exhibits to the Registration Statement. We have also examined such other agreements, instruments, certificates, documents and records, and we have made such investigations of law, as we have deemed necessary or appropriate as a basis for the opinion expressed below.

     In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinions, we have, when the relevant facts were not independently established, relied upon the forms of Indenture and Notes filed as exhibits to the

 

---

 

Fidelity National Title Group, Inc.
November 29, 2005
Page 2 of 2

Registration Statement and the aforesaid agreements, instruments, certificates, documents and records and upon statements, representations, certificates and covenants of officers and representatives of the Company and of public officials. Further, we have assumed that the Indenture and the Notes will be executed and delivered by the parties thereto in the forms reviewed by us.

     Based upon and subject to the foregoing, and subject to the further qualifications, assumptions and limitations stated below, we are of the opinion that, when the Indenture has been duly executed and delivered by the parties thereto and the Notes have been (a) duly executed by the Company, (b) authenticated and delivered by the Trustee under the terms of the Indenture and (c) exchanged for the FNF Notes in the manner referred to in the Registration Statement, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, rehabilitation, liquidation, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture.

     We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States.

     We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus and Consent Solicitation Statement included in the Registration Statement. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder.

		Very truly yours,
		/s/ LeBoeuf, Lamb, Greene & MacRae LLP

 

 

Exhibit 8.1

November 29, 2005

Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

		Re:		Fidelity National Title Group, Inc. (“FNT”) Offer to Exchange Notes Issued by Fidelity National Financial, Inc. (“FNF”) and Solicitation of Consents to Amend the Related Indenture

Ladies and Gentlemen:

     At your request, this opinion of counsel is being furnished to you for filing as Exhibit 8.1 to the registration statement on Form S-4 (the “Registration Statement”) you are filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to:

(1) a proposed public offering by FNT of 7.30% notes due 2011 (the “FNT 2011 notes”) in exchange for FNF notes having the same principal amount, interest rate, redemption terms, and payment and maturity dates (the “FNF 2011 notes”) and of 5.25% notes due 2013 (the “FNT 2013 notes”) in exchange for FNF notes having the same principal amount, interest rate, redemption terms, and payment and maturity dates (the “FNF 2013 notes”) (with the FNT public offering of FNT 2011 notes and of FNT 2013 notes collectively referred to herein as the “Exchange Offers”); and

(2) a proposed solicitation (the “Consent Solicitation”) by FNT of consents from holders of

 

---

 

Fidelity National Title Group, Inc.
November 29, 2005
Page 2

FNF 2011 notes and of FNF 2013 notes to amend the indenture under which such notes were issued.

     In providing this opinion, we have examined and are relying on the truth and accuracy at all relevant times of the statements and representations contained in (i) the Registration Statement, (ii) a certificate provided to us by an officer of FNT, and (iii) other information provided to us by FNT.

     It is our opinion that the statements made under the caption “United States Federal Income Tax Considerations” (the “Tax Discussion”) in the prospectus and consent solicitation statement (the “Prospectus and Consent Solicitation Statement”) included in the Registration Statement, insofar as they purport to constitute summaries of matters of U.S. federal tax law relating to the Exchange Offers and Consent Solicitation and of the ownership of the FNT 2011 notes and of the FNT 2013 notes, fairly summarize the matters described therein in all material respects, subject to the assumptions, qualifications, and limitations set forth therein.

     The opinion expressed herein is limited to the federal tax law of the United States and is based on the Internal Revenue Code, Treasury regulations, administrative rulings, judicial decisions, and other applicable authorities. No opinions or conclusions may be implied or inferred beyond that which is stated expressly above. We are providing this opinion to you, and no other person is entitled to rely on this opinion, and no person may be subrogated to any rights you have in connection with this opinion.

     Our opinion is not binding on the Internal Revenue Service or on the courts and merely represents our best judgment based upon existing authorities and the assumptions, qualifications, and limitations noted above. Thus, no assurance can be given that the Internal Revenue Service will not take a position contrary to one or more of the tax results described in the Tax Discussion, or that a court would not uphold such a contrary opinion, potentially with adverse tax consequence.

     The statutory provisions, regulations, and interpretations on which our opinion is based are subject to change, possibly retroactively, and there can be no assurance that the Internal Revenue Code, the Treasury regulations, or the

 

---

 

Fidelity National Title Group, Inc.
November 29, 2005
Page 3

     interpretations thereof by the Internal Revenue Service or the courts will not change in a manner that would preclude us from rendering a similar opinion in the future. We undertake no obligation to update this letter or our opinion at any time.

     Pursuant to the provisions of the Securities Act, and to the rules and regulations of the Commission under the Securities Act, we hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the Prospectus and Consent Solicitation Statement. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ LeBoeuf, Lamb, Greene & MacRae LLP

 

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.1

FNF RATIO OF EARNINGS TO FIXED CHARGES




                                                                                          YEAR ENDED DECEMBER 31,
                                                     NINE MONTHS ENDED      ----------------------------------------------------
                                                     SEPTEMBER 30, 2005       2004          2003      2002      2001      2000
                                                     ------------------       ----          ----      ----      ----      ----
                                                                                                      
Earnings:
      Earnings                                           $  924,391         $1,184,091  $1,420,639  $851,300  $523,721  $851,300
      Fixed charges                                         211,496            165,594     142,643   109,641   111,872   111,282
                                                         ----------         ----------  ----------  --------  --------  --------
                                                         $1,135,887         $1,349,685  $1,563,282  $960,941  $635,593  $962,582
                                                         ==========         ==========  ==========  ========  ========  ========
Fixed Charges:
      Interest expense and amortization of               $  120,001         $   47,214  $   43,103  $ 34,053  $ 46,569  $ 59,374
            debt discount and debt issuance costs
      Interest component of rent expense                     91,495            118,380      99,540    75,588    65,303    51,908
                                                         ----------         ----------  ----------  --------  --------  --------
                                                         $  211,496         $  165,594  $  142,643  $109,641  $111,872  $111,282
                                                         ==========         ==========  ==========  ========  ========  ========
      Ratio of earnings to Fixed charges                        5.4                8.2        11.0       8.8       5.7       8.6
                                                         ==========         ==========  ==========  ========  ========  ========

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.2

FNT RATIO OF EARNINGS TO FIXED CHARGES




                                                   NINE MONTHS ENDED
                                                   SEPTEMBER 30, 2005                        YEAR ENDED DECEMBER 31,
                                                  --------------------    ---------------------------------------------------------
                                                                            2004         2003         2002        2001       2000
                                                                            ----         ----         ----        ----       ----
                                                                                                         
EARNINGS:
    Earnings                                            $663,397          $882,927    $1,091,920   $769,364    $513,627    $225,182
    Fixed charges                                         66,928            88,395        80,950     72,032      73,155      62,094
                                                        --------          --------    ----------   --------    --------    --------
                                                        $730,325          $971,322    $1,172,870   $841,396    $586,782    $287,276
                                                        ========          ========    ==========   ========    ========    ========
FIXED CHARGES:
    Interest expense and amortization of                $  5,393          $  3,885    $    4,582   $  8,586    $ 15,695    $ 15,460
         debt discount and devt issuance costs
    Interest component of rent expense                    61,535            84,510        76,368     63,446      57,460      46,634
                                                        --------          --------    ----------   --------    --------    --------
                                                        $ 66,928          $ 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
                                                        ========          ========    ==========   ========    ========    ========

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Fidelity National Title Group, Inc.:

We consent to the use of our reports dated August 16, 2005, except as to Note A to the Combined Financial Statements, which is as of September 26, 2005, with respect to the Combined Balance Sheets of Fidelity National Title Group, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related Combined Statements of Earnings, Equity and Comprehensive Earnings and Cash Flows for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, included in the registration statement and to the reference to our firm under the heading “Experts” in the prospectus.

Our reports refer to a change in accounting for stock-based employee compensation in 2003.

/s/ KPMG LLP

Jacksonville, Florida
November 29, 2005

 

---

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Fidelity National Financial, Inc.:

We consent to the use of our reports dated March 16, 2005, with respect to the Consolidated Balance Sheets of Fidelity National Financial, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related Consolidated Statements of Earnings, Comprehensive Earnings, Stockholders’ Equity and Cash Flows for each of the years in the three-year period ended December 31, 2004, and all related financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our reports refer to a change in accounting for stock-based employee compensation in 2003.

/s/ KPMG LLP

Jacksonville, Florida
November 29, 2005

 

                                                                    EXHIBIT 25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

               (Exact name of trustee as specified in its charter)

                                                          95-3571558
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)
700 South Flower Street
Suite 500
Los Angeles, California                                   90017
(Address of principal executive offices)                  (Zip code)

                           ---------------------------

                       Fidelity National Title Group, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  16-1725106
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)
601 Riverside Avenue                                      32204
Jacksonville, FL                                          (Zip code)
(Address of principal executive offices)

                           ---------------------------

                         7.30% Notes due August 15, 2011
                         5.25% Notes due March 15, 2013
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =





1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.




                 Name                                           Address
                 ----                                           -------
                                                 
     Comptroller of the Currency
     United States Department of the Treasury       Washington, D.C. 20219

     Federal Reserve Bank                           San Francisco, California 94105


     Federal Deposit Insurance Corporation          Washington, D.C. 20429


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(D).

     1.   A copy of the articles of association of The Bank of New York Trust
          Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement
          No. 333-121948).

     2.   A copy of certificate of authority of the trustee to commence
          business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
          333-121948).

     3.   A copy of the authorization of the trustee to exercise corporate trust
          powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
          333-121948).

     4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 333-121948).



                                      -2-


     6.   The consent of the trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          333-121948).

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.



                                      -3-


                                    SIGNATURE


     Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a banking association organized and existing under the laws
of the United States of America, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Jacksonville, and State of Florida, on the 29th day of November,
2005.


                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                        By: /S/ Craig A. Kaye
                                            ------------------------------------
                                            Name: Craig A. Kaye
                                            Title: Assistant Vice President



                                      -4-


                                                                       EXHIBIT 7

                       Consolidated Report of Condition of
                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
          of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business September 30, 2005, published in accordance with
Federal regulatory authority instructions.





                                                                                                       Dollar Amounts
                                                                                                        in Thousands
                                                                                                 
ASSETS

Cash and balances due from
        depository institutions:
        Noninterest-bearing balances
          and currency and coin .....................................................................      4,503
        Interest-bearing balances ...................................................................        604
Securities:
        Held-to-maturity securities..................................................................          0
        Available-for-sale securities ...............................................................      8,726
Federal funds sold and securities purchased under agreements to resell:
        Federal funds sold ..........................................................................          0
        Securities purchased under agreements to resell..............................................          0
Loans and lease financing receivables:
        Loans and leases held for sale...............................................................          0
        Loans and leases,
          net of unearned income ...............................................          0
        LESS: Allowance for loan and
          lease losses .........................................................          0
        Loans and leases, net of unearned
          income and allowance ......................................................................          0
Trading assets ......................................................................................          0
Premises and fixed assets (including
        capitalized leases) .........................................................................      1,390
Other real estate owned .............................................................................          0
Investments in unconsolidated
        subsidiaries and associated
        companies ...................................................................................          0
Customers' liability to this bank
        on acceptances outstanding ..................................................................          0
Intangible assets:
      Goodwill ......................................................................................     60,292
      Other Intangible Assets .......................................................................     17,727
Other assets ........................................................................................      9,282
                                                                                                        --------
Total assets ........................................................................................   $102,524
                                                                                                        ========




                                       1


                                                                                                 
LIABILITIES

Deposits:
        In domestic offices .........................................................................          0
        Noninterest-bearing ....................................................          0
        Interest-bearing........................................................          0
Not applicable
Federal funds purchased and securities
        sold under agreements to repurchase:
        Federal funds purchased .....................................................................          0
        Securities sold under agreements to repurchase ..............................................          0
Trading liabilities .................................................................................          0
Other borrowed money:
        (includes mortgage indebtedness
        and obligations under capitalized
        leases) .....................................................................................          0
Not applicable
Bank's liability on acceptances
          executed and outstanding ..................................................................          0
Subordinated notes and debentures ...................................................................          0
Other liabilities ...................................................................................      5,906
Total liabilities ...................................................................................   $  5,906
                                                                                                        ========
Minority interest in consolidated subsidiaries ......................................................          0

EQUITY CAPITAL

Perpetual preferred stock and related surplus .......................................................          0
Common stock ........................................................................................        750
Surplus (exclude all surplus related to preferred stock) ............................................     69,299
Retained earnings ...................................................................................     26,566
Accumulated other comprehensive
        income ......................................................................................          3
Other equity capital components .....................................................................          0
Total equity capital ................................................................................   $ 96,618
                                                                                                        --------
Total liabilities, minority interest, and equity capital ............................................   $102,524
                                                                                                        ========



     I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

     Thomas J. Mastro     )      Comptroller


     We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.


     Richard G. Jackson   )
     Nicholas C. English  )      Directors
     Karen B. Shupenko    )


                                       2