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Item 9.01. Financial Statements and Exhibits

(c) Exhibits

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Exhibit Index

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                       FIDELITY NATIONAL TITLE GROUP, INC.

            Fidelity National Title Group, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

            First: The name of the Corporation is "Fidelity National Title
Group, Inc." The Corporation was originally incorporated under the name
"Fidelity National Title Group, Inc." The Corporation's original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
May 24, 2005.

            Second: This Amended and Restated Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 242 and 245 of
the General Corporation Law of the State of Delaware.

            Third: This Amended and Restated Certificate of Incorporation
amends, restates and integrates the provisions of the Corporation's original
Certificate of Incorporation.

            Fourth: The text of this Amended and Restated Certificate of
Incorporation is hereby restated and amended to read in its entirety as follows:



                                   ARTICLE I

                                      NAME

            The name of the corporation (the "Corporation") is "Fidelity
National Title Group, Inc."

                                   ARTICLE II

                                REGISTERED AGENT

            The address of the registered office of the Corporation in the State
of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The name of the Corporation's registered agent at that address
is "The Corporation Trust Company."

                                  ARTICLE III

                                     PURPOSE

            The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
General Corporation Law of the State of Delaware (the "DGCL").

                                   ARTICLE IV

                                  CAPITAL STOCK

            Section 4.1. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 650,000,000, consisting
of 300,000,000 shares of Class A Common Stock, par value $0.0001 per share
("Class A Common Stock"), 300,000,000 shares of Class B Common Stock, par value
$0.0001 per share ("Class B Common Stock") and 50,000,000 shares of preferred
stock, par value $0.0001 per share ("Preferred Stock"). Except as otherwise
expressly provided herein, all shares of Class A Common Stock and Class B


                                       2


Common Stock shall be identical and shall entitle the holders thereof to the
same rights and privileges.

            Section 4.2. Except as otherwise required by applicable law, the
holders of Class A Common Stock and Class B Common Stock shall be entitled to
notice of any meeting of the stockholders of the Corporation in accordance with
the Bylaws and shall vote together as a single class as follows:

            1. Each share of Class A Common Stock shall entitle the holder
      thereof to one vote in person or by proxy on all matters submitted to a
      vote of the stockholders of the Corporation on which the holders of the
      Class A Common Stock are entitled to vote.

            2. Each share of Class B Common Stock shall entitle the holder
      thereof to ten votes in person or by proxy on all matters submitted to a
      vote of the stockholders of the Corporation on which the holders of the
      Class B Common Stock are entitled to vote.

            Section 4.3. Shares of Class B Common Stock shall be convertible
into shares of Class A Common Stock, at a one-to-one conversion ratio, as
follows:

            1. The holder of any share of Class B Common Stock may elect at any
      time, and at such holder's sole option, to convert such share into one
      fully paid and nonassessable share of Class A Common Stock.

            2. If at any time, Fidelity National Financial, Inc. ("FNF") and its
      Affiliates collectively own less than forty percent (40%) of the total
      number of issued and outstanding shares of common stock of the Corporation
      (after giving effect to the conversion into Class A Common Stock of all
      shares of Class B Common Stock and any securities of the Corporation
      convertible into or exchangeable for shares of Class A Common Stock), each
      issued and outstanding share of Class B Common Stock shall be
      automatically converted into one fully paid and nonassessable share of
      Class A Common Stock.

            3. Upon the issuance by the Corporation or transfer by any Person of
      any share of Class B Common Stock to a Person that, at the time of such
      issuance or transfer, is neither FNF nor an Affiliate of FNF, such share
      shall be automatically converted into one fully paid and nonassessable
      share of Class A Common Stock.


                                       3


            4. Notwithstanding anything to the contrary in this Certificate of
      Incorporation, any transfer of any share of Class B Common Stock that is
      effected as a part of a distribution by FNF of shares of Class B Common
      Stock to its stockholders under Section 355(a) of the Internal Revenue
      Code of 1986, as amended, and any subsequent transfer of such shares,
      shall not cause an automatic conversion of such shares into Class A Common
      Stock under this Section 4.3.

            As used in this Amended and Restated Certificate of Incorporation
(this "Certificate of Incorporation"), the following terms shall have the
following meanings:

            "Affiliate" means any Person directly or indirectly controlling,
controlled by, or under common control with, FNF. As used in this definition,
the term "control" (including, with correlative meanings, the terms "controlled
by" and "under common control with") means, with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

            "Person" means and includes any individual, partnership, joint
venture, association, joint stock company, corporation, trust, limited liability
company, unincorporated organization, a group and a government or other
department, agency or political subdivision thereof.

            Further, as used in this Certificate of Incorporation, the term
"transfer" shall not include a bona fide pledge of shares of Class B Common
Stock; provided, however, that any execution, levy, exercise of rights or other
enforcement by the pledgee pursuant to such pledge shall be considered a
transfer.

            The Corporation shall at all times reserve and keep available, free
from pre-emptive rights, out of its authorized but unissued shares of Class A
Common Stock solely for the purpose of issuance upon the conversion of the Class
B Common Stock, such number of shares of Class A Common Stock as would be
issuable upon the conversion of all outstanding Class B Common Stock. All shares
of Class A Common Stock that are so issuable shall, when issued, be duly and
validly issued, fully paid and nonassessable. The Corporation shall take all
such actions as it deems necessary or appropriate to assure that all such shares
of Class A Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any securities exchange upon
which shares of Class A Common Stock may be listed.


                                       4


            Section 4.4. If dividends are declared on the Class A Common Stock
and Class B Common Stock that are payable in additional shares of common stock
or in rights, options, warrants or other securities convertible into or
exchangeable for shares of common stock, then the Board of Directors may, but
need not, make such dividends on the Class A Common Stock payable in additional
shares of Class A Common Stock or in rights, options, warrants or other
securities convertible into or exchangeable for shares of Class A Common Stock
and make such dividends on the Class B Common Stock payable in additional shares
of Class B Common Stock or in rights, options, warrants or other securities
convertible into or exchangeable for shares of Class B Common Stock.

            Section 4.5. Shares of Preferred Stock of the Corporation may be
issued from time to time in one or more classes or series, each of which class
or series shall have such distinctive designation and title as shall be fixed by
the Board of Directors of the Corporation (the "Board of Directors") prior to
the issuance of any shares thereof. The Board of Directors is hereby authorized
to fix the designation and title for each such class or series of Preferred
Stock, to fix the voting powers, whether full or limited, or no voting powers,
and such powers, preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, and
to fix the number of shares constituting such class or series (but not below the
number of shares thereof then outstanding), in each case as shall be stated in
such resolution or resolutions providing for the issue of such class or series
of Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof pursuant to the authority hereby
expressly vested in it.

                                   ARTICLE V

                                    DIRECTORS

            Section 5.1. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, consisting of not
less than one nor more that fourteen members with the exact number of directors
to be determined from time to time exclusively by resolution adopted by the
Board of Directors. The directors, other than those who may be elected by the
holders of any class or series of Preferred Stock as set forth in this
Certificate of Incorporation, shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. The term of the initial Class I directors shall terminate on
the date of the 2006 annual meeting of stockholders; the term of the initial
Class II directors shall terminate on the date of the 2007 annual meeting of
stockholders and the term of the initial Class III directors shall terminate on
the date of the 2008 annual meeting of stockholders. At each annual meeting of
stockholders beginning in 2008, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term.


                                       5


            Section 5.2. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify for office, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the Board of Directors, however resulting, may be filled only by an affirmative
vote of the majority of the directors then in office, even if less than a
quorum, or by an affirmative vote of the sole remaining director. Any director
elected to fill a vacancy shall hold office for a term that shall coincide with
the term of the class to which such director shall have been elected.

            Section 5.3. Notwithstanding any of the foregoing provisions,
whenever the holders of any one or more classes or series of Preferred Stock
issued by the Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Certificate of
Incorporation, or the resolution or resolutions adopted by the Board of
Directors pursuant to Section 4.5 of this Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article V unless expressly provided by such terms.

                                   ARTICLE VI

                             CORPORATE OPPORTUNITIES

            Section 6.1. In anticipation of the possibility (a) that the
Corporation will not be a wholly owned subsidiary of Fidelity (as defined below)
and Fidelity may be a majority or significant stockholder of the Corporation,
(b) that the officers and/or directors of the Corporation may also serve as
officers and/or directors of Fidelity and (c) that the Corporation and Fidelity
may engage in the same or similar activities or lines of business and have an
interest in the same corporate opportunities, and in recognition of the benefits
to be derived by the Corporation through its continued contractual, corporate
and business relations with Fidelity, the provisions of this Article VI are set
forth to regulate, to the fullest extent permitted by law, the conduct of
certain affairs of the Corporation as they relate to Fidelity and its officers
and directors, and the powers, rights, duties and liabilities of the Corporation
and its officers, directors and stockholders in connection therewith.

            Section 6.2. Except as may be otherwise provided in a written
agreement between the Corporation and Fidelity, Fidelity shall have no duty to
refrain from engaging in the


                                       6


same or similar activities or lines of business as the Corporation, and, to the
fullest extent permitted by law, neither Fidelity nor any officer or director
thereof (except in the event of any violation of Section 6.3 hereof, to the
extent such violation would create liability under applicable law) shall be
liable to the Corporation or its stockholders for breach of any fiduciary duty
by reason of any such activities of Fidelity. In the event that Fidelity
acquires knowledge of a potential transaction or matter which may be a corporate
opportunity for both Fidelity and the Corporation, Fidelity shall, to the
fullest extent permitted by law, have no duty to communicate or offer such
corporate opportunity to the Corporation and shall, to the fullest extent
permitted by law, not be liable to the Corporation or its stockholders for
breach of any fiduciary duty as a stockholder of the Corporation by reason of
the fact that Fidelity pursues or acquires such corporate opportunity for
itself, directs such corporate opportunity to another person, or does not
communicate information regarding such corporate opportunity to the Corporation.

            Section 6.3. In the event that a director or officer of the
Corporation who is also a director or officer of Fidelity acquires knowledge of
a potential transaction or matter which may be a corporate opportunity of both
the Corporation and Fidelity, such director or officer of the Corporation shall,
to the fullest extent permitted by law, have fully satisfied and fulfilled the
fiduciary duty of such director or officer to the Corporation and its
stockholders with respect to such corporate opportunity, if such director or
officer acts in a manner consistent with the following policy:

            (a) a corporate opportunity offered to any person who is an officer
      of the Corporation, and who is also a director but not an officer of
      Fidelity, shall belong to the Corporation, unless such opportunity is
      expressly offered to such person in a capacity other than such person's
      capacity as an officer of the Corporation, in which case it shall not
      belong to the Corporation;

            (b) a corporate opportunity offered to any person who is a director
      but not an officer of the Corporation, and who is also a director or
      officer of Fidelity, shall belong to the Corporation only if such
      opportunity is expressly offered to such person in such person's capacity
      as a director of the Corporation; and

            (c) a corporate opportunity offered to any person who is an officer
      of both the Corporation and Fidelity shall belong to the Corporation only
      if such opportunity is expressly offered to such person in such person's
      capacity as an officer of the Corporation.

Notwithstanding the foregoing, the Corporation shall not be prohibited from
pursuing any corporate opportunity of which the Corporation becomes aware.


                                       7


            Section 6.4. Any person purchasing or otherwise acquiring any
interest in shares of the capital stock of the Corporation shall be deemed to
have notice of and to have consented to the provisions of this Article VI.

            Section 6.5. (a) For purposes of this Article VI, a director of any
company who is the chairman of the board of directors of that company shall not
be deemed to be an officer of the company solely by reason of holding such
position.

            (b) The term "Corporation" shall mean, for purposes of this Article
VI, the Corporation and all corporations, partnerships, joint ventures,
associations and other entities in which the Corporation beneficially owns
(directly or indirectly) fifty percent or more of the outstanding voting stock,
voting power, partnership interests or similar voting interests. The term
"Fidelity" shall mean, for purposes of this Article VI and of Article IX hereof,
Fidelity National Financial, Inc., a Delaware corporation, and any successor
thereof, and all corporations, partnerships, joint ventures, associations and
other entities (other than the Corporation) in which it beneficially owns
(directly or indirectly) fifty percent or more of the outstanding voting stock,
voting power, partnership interests or similar voting interests.

            Section 6.6. Anything in this Certificate of Incorporation to the
contrary notwithstanding, the foregoing provisions of this Article VI shall
terminate, expire and have no further force and effect on the date that (a)
Fidelity ceases to beneficially own Common Stock representing at least twenty
percent of the total voting power of all classes of outstanding capital stock of
the Corporation entitled to vote generally in the election of directors and (b)
no person who is a director or officer of the Corporation is also a director or
officer of Fidelity. Neither the alteration, amendment, termination, expiration
or repeal of this Article VI nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VI shall eliminate
or reduce the effect of this Article VI in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article VI, would accrue
or arise, prior to such alteration, amendment, termination, expiration, repeal
or adoption.

                                  ARTICLE VII

                              REMOVAL OF DIRECTORS

            Subject to the rights, if any, of the holders of shares of Preferred
Stock then outstanding, any or all of the directors of the Corporation may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of a majority of the outstanding capital stock of the
Corporation then entitled to vote generally in the election of directors,
considered for purposes of this Article VII as one class.


                                       8


                                  ARTICLE VIII

                              ELECTION OF DIRECTORS

            Elections of directors at an annual or special meeting of
stockholders shall be by written ballot unless the Bylaws of the Corporation
shall otherwise provide.

                                   ARTICLE IX

                         WRITTEN CONSENT OF STOCKHOLDERS

            Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding capital stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares of capital stock
entitled to vote thereon were present and voted; provided, however, that at such
time as Fidelity ceases to beneficially own more than fifty percent of the total
voting power of all classes of outstanding capital stock of the Corporation
entitled to vote generally in the election of directors, any action required or
permitted to be taken by stockholders may be effected only at a duly called
annual or special meeting of stockholders and may not be effected by a written
consent or consents by stockholders in lieu of such a meeting.

                                   ARTICLE X

                                SPECIAL MEETINGS

            Special meetings of the stockholders of the Corporation for any
purposes may be called at any time by a majority vote of the Board of Directors
or the Chairman of the Board or Chief Executive Officer of the Corporation.
Except as required by law or provided by resolutions adopted by the Board of
Directors designating the rights, powers and preferences of any Preferred Stock,
special meetings of the stockholders of the Corporation may not be called by any
other person or persons.


                                       9


                                   ARTICLE XI

                                    OFFICERS

            The officers of the Corporation shall be chosen in such manner,
shall hold their offices for such terms and shall carry out such duties as are
determined solely by the Board of Directors, subject to the right of the Board
of Directors to remove any officer or officers at any time with or without
cause.

                                  ARTICLE XII

                                    INDEMNITY

            The Corporation shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to any
action or proceeding (whether civil or criminal or otherwise) by reason of the
fact that such person is or was a director or officer of the Corporation or by
reason of the fact that such director or officer, at the request of the
Corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity.
Nothing contained herein shall affect any rights to indemnification to which
employees other than directors and officers may be entitled by law. No director
of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such a
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) pursuant to Section 174 of the DGCL or (d) for any
transaction from which such director derived an improper personal benefit. No
amendment to or repeal of this Article XII shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

                                  ARTICLE XIII

                                    AMENDMENT

            The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at any time may be added or inserted, in the manner now or hereafter
prescribed by law. All rights, preferences and privileges of


                                       10


whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article XIII. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any series
of Preferred Stock required by law, by this Certificate of Incorporation or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of such Preferred Stock, the provisions set forth
in (a) Section 2.2 (except for Section 2.2(a)), Section 2.3, Section 3.1 (except
for Section 3.1(a)) and Article IX of the Bylaws of the Corporation and (b)
Articles V, VI, VII, IX, X and XIII of this Certificate of Incorporation, may
not be repealed, altered, amended or rescinded, in whole or in part, nor a new
Certificate of Incorporation be adopted, unless approved by a majority of the
Board of Directors then in office and approved by holders of two-thirds of the
votes entitled to be cast, voting as a single class, by holders of all
outstanding capital stock which by its terms may be voted on all matters
submitted to stockholders of the Corporation generally.

                                  ARTICLE XIV

                              BUSINESS COMBINATIONS

            The Corporation expressly elects to be governed by Section 203 of
the General Corporation Law of the State of Delaware.


                                       11


            IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Certificate of Incorporation on behalf of the Corporation this
12th day of October, 2005.

                                        FIDELITY NATIONAL TITLE GROUP, INC.



                                        By: /s/  Todd C. Johnson
                                            ------------------------------------
                                            Name:  Todd C. Johnson
                                            Title: Senior Vice President and
                                            Secretary