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                                                                    EXHIBIT 10.1

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

                 SECURITIES EXCHANGE AND DISTRIBUTION AGREEMENT

                            DATED AS OF JUNE 25, 2006

                                     BETWEEN

                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                       FIDELITY NATIONAL TITLE GROUP, INC.

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



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I       DEFINITIONS..............................................     2
SECTION 1.1.    Definitions..............................................     2
SECTION 1.2.    Other Definitions........................................     6

ARTICLE II      CLOSING TRANSACTIONS.....................................     7
SECTION 2.1.    Asset Contribution, Assumption of Liabilities and
                Delivery of Shares.......................................     7
SECTION 2.2.    Closing..................................................     8
SECTION 2.3.    Closing Deliveries.......................................     8
SECTION 2.4.    Conversion of FNT Class B Common Stock...................     9
SECTION 2.5.    Adjustments..............................................     9

ARTICLE III     REPRESENTATIONS AND WARRANTIES...........................     9
SECTION 3.1.    Representations and Warranties of FNF....................     9
                (a) Organization, Standing and Corporate Power...........     9
                (b) Capital Structure of the Subject Companies...........     9
                (c) Authority; Noncontravention..........................    11
                (d) Absence of Certain Changes or Events.................    12
                (e) Absence of Changes in Subject Company Benefit Plans..    13
                (f) Benefit Plans........................................    13
                (g) Taxes................................................    14
                (h) No Excess Parachute Payments; Section 162(m) of the
                    Code.................................................    15
                (i) SEC Documents; Subject Company Financial Statements..    15
                (j) Information Supplied.................................    17
                (k) Compliance with Applicable Laws......................    18
                (l) Litigation...........................................    18
                (m) Brokers..............................................    19
                (n) Opinion of Financial Advisor.........................    19
                (o) Other Assets.........................................    19
                (p) No Guaranty of FIS Obligations.......................    19
                (q) Environmental Matters................................    19
                (r) FIS Merger Agreement.................................    20
SECTION 3.2.    Representations and Warranties of FNT....................    20





                                                                         
                (a) Organization, Standing and Corporate Power...........    20
                (b) Capital Structure....................................    21
                (c) Authority; Noncontravention..........................    22
                (d) Absence of Certain Changes or Events.................    23
                (e) Absence of Changes in FNT Benefit Plans..............    24
                (f) FNT Benefit Plans....................................    24
                (g) Taxes................................................    24
                (h) No Excess Parachute Payments; Section 162(m) of the
                    Code.................................................    25
                (i) SEC Documents; Financial Statements..................    25
                (j) Information Supplied.................................    27
                (k) Compliance with Applicable Laws......................    27
                (l) Litigation...........................................    28
                (m) Brokers..............................................    28
                (n) Opinion of Financial Advisor.........................    28
                (o) Voting Requirements..................................    28

ARTICLE IV      COVENANTS................................................    28
SECTION 4.1.    Conduct of Business......................................    28
                (a) Conduct of Business by the Subject Companies.........    28
                (b) Conduct of Business by FNF...........................    31
                (c) Conduct of Business by FNT...........................    32
SECTION 4.2.    Advice of Changes........................................    34

ARTICLE V       ADDITIONAL AGREEMENTS....................................    34
SECTION 5.1.    Preparation of Form S-1 and the Information Statement;
                Preparation of Form S-8..................................    34
SECTION 5.2.    Treatment of FNF Equity Awards...........................    35
                (a) Options..............................................    35
                (b) Restricted Stock.....................................    35
                (c) Vesting..............................................    36
SECTION 5.3.    Employee Benefits........................................    36
SECTION 5.4.    FNT Stockholders Meeting.................................    37
SECTION 5.5.    Access to Information....................................    37
SECTION 5.6.    Reasonable Best Efforts..................................    38
SECTION 5.7.    Public Announcements.....................................    38
SECTION 5.8.    Consents, Approvals and Filings..........................    38
SECTION 5.9.    Directors and Officers...................................    38



                                      -ii-




                                                                         
SECTION 5.10.   Section 16 Matters.......................................    39
SECTION 5.11.   Related Party Agreements.................................    39
SECTION 5.12.   Certain Contributions....................................    39
SECTION 5.13.   Amended and Restated Articles............................    39
SECTION 5.14.   Intercompany Agreements..................................    39
SECTION 5.15.   Spin-off.................................................    39
SECTION 5.16.   Indemnification and Insurance............................    40
SECTION 5.17.   NYSE Listing.............................................    41
SECTION 5.18.   Conversion of FNT Class B Common Stock...................    41
SECTION 5.19.   Repayment of Promissory Notes............................    42

ARTICLE VI      CONDITIONS PRECEDENT.....................................    42
SECTION 6.1.    Conditions Precedent to Each Party's Obligations.........    42
                (a) Governmental and Regulatory Consents.................    42
                (b) No Injunctions or Restraints.........................    42
                (c) FNT Stockholder Approval.............................    42
                (d) Form S-1.............................................    43
                (e) FIS Merger Agreement.................................    43
                (f) Amendment of Related Party Agreements................    43
                (g) Termination of Intercompany Agreements...............    43
SECTION 6.2.    Conditions Precedent to Obligations of FNT...............    43
                (a) Representations and Warranties.......................    43
                (b) Performance of Obligations of FNF....................    43
                (c) Third-Party Consents and Waivers.....................    43
                (d) Other Agreements.....................................    44
                (e) Tax Matters..........................................    44
                (f) FNF Board Approval of Spin-off.......................    44
                (g) Assumed Liabilities..................................    44
SECTION 6.3.    Conditions Precedent to Obligations of FNF...............    44
                (a) Representations and Warranties.......................    44
                (b) Performance of Obligations of FNT....................    45
                (c) Third-Party Consents and Waivers.....................    45
                (d) Other Agreements.....................................    45
                (e) NYSE Listing.........................................    45
                (f) Tax Matters..........................................    45



                                      -iii-




                                                                         
ARTICLE VII     TERMINATION, AMENDMENT AND WAIVER........................    45
SECTION 7.1.    Termination..............................................    45
SECTION 7.2.    Effect of Termination....................................    46
SECTION 7.3.    Amendment................................................    46
SECTION 7.4.    Extension; Waiver........................................    46

ARTICLE VIII    GENERAL PROVISIONS.......................................    47
SECTION 8.1.    Nonsurvival of Representations and Warranties............    47
SECTION 8.2.    Fees and Expenses........................................    47
SECTION 8.3.    Notices..................................................    47
SECTION 8.4.    Interpretation...........................................    48
SECTION 8.5.    Counterparts.............................................    48
SECTION 8.6.    Entire Agreement; Third-Party Beneficiaries..............    49
SECTION 8.7.    Assignment...............................................    49
SECTION 8.8.    Governing Law............................................    49
SECTION 8.9.    Enforcement; Venue; Waiver of Jury Trial.................    49
SECTION 8.10.   Severability.............................................    50


EXHIBITS

Exhibit A   Form of Amended and Restated Articles
Exhibit B   Form of Assumption Agreement
Exhibit C   Form of Cross-Indemnity Agreement
Exhibit D   Form of Tax Disaffiliation Agreement


                                      -iv-


                 SECURITIES EXCHANGE AND DISTRIBUTION AGREEMENT

          SECURITIES EXCHANGE AND DISTRIBUTION AGREEMENT, dated as of June 25,
2006 (this "Agreement"), between Fidelity National Financial, Inc., a Delaware
corporation ("FNF"), and Fidelity National Title Group, Inc., a Delaware
corporation ("FNT").

          WHEREAS, FNF owns (i) all of the issued and outstanding shares of
capital stock or other equity securities (the "Scheduled Securities") of the
entities listed on Schedule A to this Agreement (the "Scheduled Entities"); (ii)
14,400,000 shares of common stock of Fidelity Sedgwick Holdings, Inc., a
Delaware corporation ("FSH"; such shares, the "FSH Shares"); and (iii) 70,720
membership interests in Cascade Timberlands LLC, a Delaware limited liability
company ("Cascade" and, collectively with the Scheduled Entities and FSH, the
"Subject Companies"; such membership interests, the "Cascade Interests" and,
collectively with the Scheduled Securities and the FSH Shares, the "Subject
Securities");

          WHEREAS, FNF owns the Other Assets (as hereinafter defined);

          WHEREAS, FNF desires to transfer to FNT, and FNT desires to acquire
from FNF, all of the Subject Securities and all of the Other Assets in exchange
for the issuance by FNT to FNF of the FNT Shares (as hereinafter defined) and
the assumption by FNT of the Assumed Liabilities (as hereinafter defined)
(collectively, the "Asset Contribution");

          WHEREAS, the board of directors of FNT has resolved to recommend to
the stockholders of FNT that they approve (i) the issuance of the FNT Shares,
(ii) the adoption of an amendment to the FNT 2005 Omnibus Incentive Plan (the
"FNT Stock Plan") to increase the number of shares available for grants
thereunder by 6,500,000 (the "FNT Stock Plan Amendment") and (iii) an amendment
and restatement of the articles of incorporation of FNT to be effected
immediately following the effective time of the FIS Merger (as hereinafter
defined) such that, after giving effect thereto, the articles of incorporation
of FNT shall be substantially in the form of Exhibit A hereto (the "Amended and
Restated Articles") and, among other things, the name of FNT shall be "Fidelity
National Financial, Inc."; and

          WHEREAS, the board of directors of FNF has approved the conversion by
FNF of its shares of FNT Class B Common Stock into shares of FNT Class A Common
Stock and the distribution, following the Closing, of all of the shares of FNT
Class A Common Stock held by FNF to the holders of the outstanding shares of
capital stock of FNF as of the Record Date (as defined herein) for such
distribution (the "Spin-off");

          NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, FNF and FNT agree as
follows:



                                   ARTICLE I

                                   DEFINITIONS

          SECTION 1.1. Definitions. For purposes of this Agreement, the
following terms shall have the respective meanings set forth below:

          Action or Proceeding: means any charge, complaint, grievance, action,
suit, litigation, proceeding or arbitration, whether civil, criminal,
administrative or investigative, by any Person, or any investigation or audit by
any Governmental Entity.

          affiliate: of any Person means another Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first Person.

          Assumed Liabilities: means all Liabilities of FNF, including the FNF
Transaction Liabilities to the extent not paid by FNF prior to the Closing as
required by Section 8.2, but excluding (i) all Liabilities of FNF to the extent
FIS or any subsidiary of FIS has, as of or prior to the Closing, agreed in
writing to be responsible therefor, (ii) all Liabilities of FNF to the extent
arising out of or related to the ownership or operation of the assets or
properties, or the operations or conduct of the business, of FIS or any
subsidiary of FIS, to the extent FIS or any subsidiary of FIS has, as of or
prior to the Closing, agreed to be responsible therefor, (iii) all guaranties or
other similar contractual Liabilities of FNF in respect of a primary Liability
of FIS or any subsidiary of FIS, and (iv) any Liability of FNF in respect of
Taxes (as defined in the Tax Disaffiliation Agreement).

          Code: means the Internal Revenue Code of 1986, as amended.

          Disclosure Schedule: means the Disclosure Schedule (including any
attachments thereto) delivered in connection with, and constituting a part of,
this Agreement.

          Dual Service Provider: means an employee or director of FNF, who,
following the Spin-off, will be employed by or serve as a director of both (a)
FNT or any FNT Subsidiary and (b) FIS or any subsidiary of FIS, as so designated
by the board of directors of FNF.

          Environment: means ambient air, surface water, ground water, land
surface or subsurface strata.

          Environmental Claim: means, with respect to any Person, any written
notice or claim by any other Person alleging or asserting Liability for
investigatory costs, cleanup costs, response costs, personal injury, damage to
natural resources and fines or penalties arising out of, based on or resulting
from (a) the presence or release into the Environment of any Hazardous Material
or (b) circumstances forming the basis of any violation or alleged violation of,
or Liability or alleged Liability under, any Environmental Law.

          Environmental Law: means any Law concerning pollution or protection of
the Environment, including all those relating to the use, production,
generation, handling,


                                       -2-



transportation, treatment, storage, disposal, distribution, labeling, testing,
processing, discharge, release, threatened release, control or cleanup of any
Hazardous Material.

          Exchange Number: means the sum of (a) 34,042,553 and (b) (i) the
amount of cash included in the Other Assets, not to exceed $275,000,000, divided
by (ii) $23.5.

          Excluded FNF Assets: means (i) any shares of capital stock of FNT, FIS
or National Title Insurance of New York, Inc. and (ii) any other assets listed
on Section 1.1(a) of the Disclosure Schedule.

          FIS: means Fidelity National Information Services, Inc.

          FIS Merger: means the merger of FNF into FIS pursuant to the FIS
Merger Agreement.

          FIS Merger Agreement: means the merger agreement, of even date
herewith, between FNF and FIS, providing for, among other things, the FIS
Merger.

          FNF Material Adverse Effect: means (x) any event, circumstance or
change that, individually or in the aggregate, is or would reasonably be likely
to be materially adverse to the assets, Liabilities, business, condition
(financial or otherwise) or results of operations of the Transferred Business
taken as a whole, other than any such event, circumstance or change to the
extent resulting from (A) changes in general economic conditions affecting the
United States occurring after the date hereof, (B) general changes or
developments in the industries in which the Transferred Business is operated
occurring after the date hereof, (C) changes in laws or regulations occurring
after the date hereof or (D) the announcement of this Agreement and the
transactions contemplated hereby, including any termination of, reduction in or
similar negative impact on the relationships, contractual or otherwise, with any
customers, distributors, partners or employees of the Subject Companies or the
Subject Company Subsidiaries to the extent due to the announcement of this
Agreement or the identity of the parties hereto, unless, in the case of the
foregoing clause (A) or (B), such changes referred to therein have a materially
disproportionate effect on the Transferred Business, taken as a whole, relative
to other participants in the industries in which the Transferred Business is
operated, or (y) any material adverse effect on the ability of FNF to perform
its obligations hereunder or to consummate the transactions contemplated hereby
on a timely basis.

          FNF Transaction Liabilities: means all Liabilities of FNF, whether due
or to become due, for all out-of-pocket expenses (including all fees and
disbursements of financial advisors, legal counsel and other advisors and
consultants to FNF and the special committee of the board of directors of FNF)
incurred in connection with the Asset Contribution, the Spin-off, the FIS Merger
and the other transactions contemplated by this Agreement.

          FNT Class A Common Stock: means FNT Class A Common Stock, par value
$0.0001 per share.

          FNT Class B Common Stock: means FNT Class B Common Stock, par value
$0.0001 per share.


                                       -3-



          FNT Common Stock: means, collectively, FNT Class A Common Stock and
FNT Class B Common Stock.

          Form S-1: a registration statement on Form S-1 (or Form S-4, if
available) under the Securities Act to be filed with the SEC, if required, in
respect of the distribution to stockholders of FNF of shares of common stock of
FNT by FNF in connection with the Spin-off.

          Form S-8: means a registration statement on Form S-8 under the
Securities Act to be filed with the SEC in respect of the Replacement Options.

          GAAP: means U.S. generally accepted accounting principles,
consistently applied.

          Hazardous Material: means any hazardous material, toxic substance,
pollutant or hazardous waste (including any petroleum products or byproducts)
defined or regulated as such under any Environmental Laws.

          HSR Act: the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

          Information Statement: the Information Statement to be filed with the
SEC by FNT pursuant to Regulation 14C under the Exchange Act relating to the FNT
Stockholder Approval, which may form part of the Form S-1 (if permitted).

          Lien: means any mortgage, pledge, deed of trust, claim, security
interest, encumbrance, burden, title defect, charge or other similar
restriction, lease, sublease, claim, right of others, title retention agreement,
option, interest, easement, covenant, encroachment or other adverse claim.

          Liabilities: means any direct or indirect liability, indebtedness,
claim, loss, damage, deficiency, obligation, penalty, responsibility, cost or
expense, fixed or unfixed, choate or inchoate, liquidated or unliquidated,
secured or unsecured, accrued, absolute, known or unknown, contingent or
otherwise.

          NYSE: means the New York Stock Exchange, Inc.

          Option Letter Agreement: means the agreement of even date herewith
among FNF, William P. Foley, II, Alan L. Stinson and Brent Bickett.

          Organizational Documents: as to any Person, its certificate or
articles of incorporation or formation, by-laws and other organizational
documents.

          Other Assets: means all cash held by FNF as of the Closing and all
other properties, assets and rights of any nature, kind and description,
tangible and intangible (including goodwill), whether real, personal or mixed,
held by FNF immediately prior to the Closing, other than (i) the Subject
Securities and (ii) the Excluded FNF Assets.


                                       -4-



          Permitted Liens: means any (a) Lien that constitutes an Assumed
Liability, (b) any Lien arising from acts of FNT, (c) any Lien for taxes not yet
due or delinquent or being contested in good faith by appropriate proceedings
and for which adequate accruals or reserves (as determined according to GAAP)
have been established on the appropriate financial statements with respect
thereto, (d) any Lien (other than for taxes) arising by operation of statute and
(e) any Lien set forth on Section 1.1(b) of the Disclosure Schedule.

          Person: means an individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity.

          Record Date: means the close of business on the date to be determined
by the FNF board of directors as the record date for determining the
stockholders of FNF entitled to receive shares of FNT Class A Common Stock
pursuant to a pro-rata distribution of shares of FNT Class A Common Stock as
part of the Spin-off.

          SAP: means, with respect to any regulated insurance company, the
statutory accounting practices prescribed or permitted by the state Governmental
Entity charged with supervision of insurance companies in the domiciliary state
of such company.

          Subject Company Material Adverse Effect: means, as to any Subject
Company or any of its subsidiaries, any event, circumstance or change that,
individually or in the aggregate, is or would reasonably be likely to be
materially adverse to the assets, Liabilities, business, condition (financial or
otherwise) or results of operations of such Subject Company (or, in the case of
a Subject Company Subsidiary, the Subject Company of which such entity is a
subsidiary) and its subsidiaries taken as a whole, other than any such event,
circumstance or change to the extent resulting from (A) changes in general
economic conditions affecting the United States occurring after the date hereof,
(B) general changes or developments in the industries in which such Subject
Company and its subsidiaries operate occurring after the date hereof, (C)
changes in laws or regulations occurring after the date hereof or (D) the
announcement of this Agreement and the transactions contemplated hereby,
including any termination of, reduction in or similar negative impact on the
relationships, contractual or otherwise, with any customers, distributors,
partners or employees of such Subject Company or any of it subsidiaries to the
extent due to the announcement of this Agreement or the identity of the parties
hereto, unless, in the case of the foregoing clause (A) or (B), such changes
referred to therein have a materially disproportionate effect on such Subject
Company and its subsidiaries, taken as a whole, relative to other participants
in the industries in which such Subject Company and such subsidiaries operate.

          Subject Company Subsidiary: means a subsidiary of a Subject Company.

          subsidiary: of any Person means another Person 50% or more of the
total combined voting power of all classes of capital stock or other voting
interests of which, or 50% of more of the equity securities of which, is owned
directly or indirectly by such first Person; provided that for purposes of this
Agreement FNT and the FNT Subsidiaries shall not be considered subsidiaries of
FNF.

          Transferred Business: means, collectively, the Subject Companies, the
Subject Company Subsidiaries, the Other Assets and the Assumed Liabilities.


                                       -5-



          SECTION 1.2. Other Definitions. In addition, the following capitalized
terms are defined in the Sections or other provisions of this Agreement set
forth below:


                                                          
Agreement.................................................              Preamble
Amended And Restated Articles.............................              Recitals
Asset Contribution........................................              Recitals
Assumption Agreement......................................        Section 2.3(d)
Cascade...................................................              Recitals
Cascade Interests.........................................              Recitals
Cascade LLC Agreement.....................................        Section 3.1(b)
Closing...................................................           Section 2.2
Closing Date..............................................           Section 2.2
Cross-Indemnity Agreement.................................        Section 2.3(f)
ERISA.....................................................        Section 3.1(f)
Exchange Act..............................................        Section 3.1(c)
Executive Officers........................................        Section 3.1(d)
Filed FNF SEC Documents...................................        Section 3.1(d)
Filed FNT SEC Documents...................................        Section 3.2(d)
FIS.......................................................        Section 4.1(b)
FNF.......................................................              Preamble
FNF Insurance Company.....................................        Section 3.1(i)
FNF Option................................................        Section 5.2(a)
FNF Restricted Shares.....................................        Section 5.2(b)
FNF SEC Documents.........................................        Section 3.1(i)
FNT.......................................................              Preamble
FNT Benefit Plans.........................................        Section 3.2(f)
FNT Commonly Controlled Entity............................        Section 3.2(f)
FNT Insurance Company.....................................        Section 3.2(i)
FNT Material Adverse Effect...............................        Section 3.2(a)
FNT Preferred Stock.......................................        Section 3.2(b)
FNT SEC Documents.........................................        Section 3.2(i)
FNT Service Providers.....................................           Section 5.2
FNT Shares................................................        Section 2.1(a)
FNT Stock Plan............................................              Recitals
FNT Stock Plan Amendment..................................              Recitals
FNT Stockholder Approval..................................        Section 3.2(c)
FNT Stockholders Meeting..................................          Section 5.4
FNT Subsidiary............................................        Section 3.2(a)
FSH.......................................................              Recitals
FSH Shares................................................              Recitals
Governmental Entity.......................................        Section 3.1(c)
Indemnified Parties.......................................       Section 5.16(a)
Insurance Regulator.......................................        Section 3.1(k)
Intercompany Agreements...................................          Section 5.14
IRS.......................................................        Section 3.1(g)
Jacksonville Court........................................           Section 8.9
Non-Specialty Insurance Companies.........................        Section 3.1(i)



                                       -6-




                                                          
Non-Specialty Insurance Company Balance Sheet.............        Section 3.1(i)
Pension Plan..............................................        Section 3.1(f)
Permit....................................................        Section 3.1(k)
Related Party Agreements..................................          Section 5.11
Replacement Option........................................        Section 5.2(a)
Replacement Restricted Share..............................        Section 5.2(b)
Representatives...........................................           Section 5.5
Restricted Share Exchange Number..........................        Section 5.2(b)
Scheduled Entities........................................              Recitals
Scheduled Securities......................................              Recitals
SEC.......................................................        Section 3.1(c)
Securities Act............................................        Section 3.1(i)
Specialty Insurance Companies.............................        Section 3.1(i)
Specialty Insurance Company Financial Statements..........        Section 3.1(i)
Spin-off..................................................              Recitals
Spin-off Declaration......................................          Section 5.15
Subject Companies.........................................              Recitals
Subject Company Benefit Plans.............................        Section 3.1(f)
Subject Company Commonly Controlled Entity................        Section 3.1(f)
Subject Company Financial Statements......................        Section 3.1(i)
Subject Securities........................................              Recitals
Tax Disaffiliation Agreement..............................        Section 2.3(e)
Transfer Agent............................................          Section 5.15
Unconsolidated FNF Financial Statements...................   Section 3.1(i)(iii)
Welfare Plan..............................................        Section 3.1(f)


                                   ARTICLE II

                              CLOSING TRANSACTIONS

          SECTION 2.1. Asset Contribution, Assumption of Liabilities and
Delivery of Shares. Upon the terms and subject to the conditions of this
Agreement, at the Closing (as hereinafter defined):

          (a) FNF shall transfer to FNT all right, title and interest of FNF in
     and to all of the Subject Securities and all right, title and interest of
     FNF in and to the Other Assets in exchange for (i) the Exchange Number of
     shares (the "FNT Shares") of FNT Class A Common Stock, and (ii) the
     assumption by FNT of the Assumed Liabilities; and

          (b) FNT shall issue and deliver the FNT Shares to FNF and assume and
     agree to pay, honor and discharge when due all of the Assumed Liabilities
     in accordance with their respective terms pursuant to the Assumption
     Agreement (as hereinafter defined), in exchange for the Subject Securities
     and the Other Assets.


                                       -7-


          SECTION 2.2. Closing. Unless this Agreement shall have been terminated
pursuant to Section 7.1 and subject to the satisfaction or waiver of each of the
conditions set forth in Article VI, the transfer by FNF to FNT of the Subject
Securities and Other Assets, the issuance and delivery by FNT to FNF of the FNT
Shares and the assumption by FNT of the Assumed Liabilities (the "Closing")
shall take place at 9:00 a.m. on the date that is the seventh day following the
date on which the last to be fulfilled or waived of the conditions set forth in
Article VI (other than those to be fulfilled or waived as of the Closing) shall
be fulfilled or waived in accordance with this Agreement, at the offices of
LeBoeuf, Lamb, Greene & MacRae LLP, 125 West 55th Street, New York, New York,
unless another date, time or place is agreed to in writing by the parties
hereto. The actual date and time of the Closing are herein referred to as the
"Closing Date."

          SECTION 2.3. Closing Deliveries. At the Closing:

          (a) FNF shall deliver to FNT certificates representing the respective
     Subject Securities, together with duly executed transfer forms including
     all such deeds, instruments, stock powers, transfer stamps or other
     documents as may be necessary to transfer full legal and beneficial
     ownership of such Subject Securities to FNT, free and clear of all Liens
     other than Permitted Liens;

          (b) FNF shall execute and deliver to FNT a bill of sale and such other
     deeds, instruments or other documents (each in substance and form
     reasonably satisfactory to FNT) as may be necessary to transfer full legal
     and beneficial title to the Other Assets to FNT, free and clear of all
     Liens other than Permitted Liens, and any cash that is a part of the Other
     Assets shall be paid by wire transfer of immediately available funds to an
     account designated by FNT to FNF in writing no later than two Business Days
     before the Closing;

          (c) FNT shall issue and deliver to FNF the FNT Shares, free and clear
     of all Liens;

          (d) FNT shall execute and deliver to FNF an assumption agreement with
     respect to the Assumed Liabilities in the form attached hereto as Exhibit B
     (the "Assumption Agreement");

          (e) FNT and FNF shall execute and deliver, and FNF shall cause FIS to
     execute and deliver, a tax disaffiliation agreement in the form attached as
     Exhibit C ("Tax Disaffiliation Agreement");

          (f) FNT shall execute and deliver, and FNF shall cause FIS to execute
     and deliver, a cross-indemnity agreement in the form attached as Exhibit D
     (the "Cross-Indemnity Agreement"); and

          (g) FNF shall deliver to FNT the certificate referred to in Section
     6.2(a) and FNT shall deliver to FNF the certificate referred to in Section
     6.3(a).


                                      -8-



          SECTION 2.4. Conversion of FNT Class B Common Stock. FNF shall convert
all shares of FNT Class B Common Stock held by it into shares of FNT Class A
Common Stock in accordance with Section 5.18.

          SECTION 2.5. Adjustments. Notwithstanding anything in this Agreement
to the contrary, if, between the date of this Agreement and the Closing Date,
the issued and outstanding shares of capital stock of FNT or securities
convertible or exchangeable into or exercisable for shares of capital stock of
FNT shall have been changed into a different number of shares or a different
class by reason of any reclassification, recapitalization, redenomination,
merger, issuer tender or exchange offer, or other similar transaction (other
than repurchase of shares, issuance of shares pursuant to exercise of stock
options or grants of stock options to employees made in the ordinary course of
business consistent with past practice), then the consideration set forth in
Section 2.1(a) of this Agreement and any other dependent items shall be
equitably adjusted and as so adjusted shall, from and after the date of such
event, be such consideration or other dependent item.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          SECTION 3.1. Representations and Warranties of FNF. FNF represents and
warrants to FNT as follows:

          (a) Organization, Standing and Corporate Power. Each of FNF, each
     Subject Company and each Subject Company Subsidiary (as hereinafter
     defined) is a corporation, limited liability company or other legal entity
     duly organized, validly existing and in good standing (in such
     jurisdictions where such concept is applicable) under the laws of the
     jurisdiction of its organization and has the requisite corporate, limited
     liability company or other entity power and authority to carry on its
     business as now being conducted. Each of FNF, the Subject Companies and the
     Subject Company Subsidiaries is duly qualified to do business and is in
     good standing (in such jurisdictions where such concept is applicable) in
     each jurisdiction in which the nature of its business or the ownership or
     leasing of its properties makes such qualification necessary, other than in
     such jurisdictions where the failure to be so qualified (individually or in
     the aggregate) would not have an FNF Material Adverse Effect (in the case
     of FNF) or a Subject Company Material Adverse Effect (in the case of such
     Subject Company and its subsidiaries). True and complete copies of the
     Organizational Documents of each Subject Company and each Subject Company
     Subsidiary as in effect on the date hereof have been heretofore made
     available to FNT.

          (b) Capital Structure of the Subject Companies.

               (i) Section 3.1(b)(i) of the Disclosure Schedule sets forth for
          each Subject Company: (i) the number, type, class and series of equity
          securities of such Subject Company that are (x) in the case of any
          Subject Company that is a wholly-owned subsidiary of FNF, issued and
          outstanding, or (y) in the case of any


                                      -9-



          Subject Company that is not a wholly-owned subsidiary of FNF, issued
          and outstanding as of May 31, 2006; (ii) the number of equity
          securities of such Subject Company reserved for issuance pursuant to
          outstanding options, warrants or other similar rights; and (iii) the
          number of equity securities of such Subject Company held by FNF or by
          such Subject Company in its treasury. Except as set forth above, (A)
          as of May 31, 2006, no shares of capital stock or other equity
          securities of any Subject Company that is not a wholly-owned
          subsidiary of FNF are issued, reserved for issuance or outstanding,
          and (B) no shares of capital stock or other equity securities of any
          Subject Company that is a wholly-owned subsidiary of FNF are issued,
          reserved for issuance or outstanding. All outstanding shares of
          capital stock, membership interests or other equity securities of each
          Subject Company are, and all shares, membership interests or other
          equity securities that may be issued pursuant to any employee stock
          plan, options, warrants or other similar rights will be, when issued,
          duly authorized, validly issued, fully paid and nonassessable and not
          subject to preemptive rights. No bonds, debentures, notes or other
          indebtedness of any Subject Company having the right to vote (or
          convertible into, or exchangeable for, securities having the right to
          vote) on any matters on which the stockholders of any Subject Company
          may vote are issued or outstanding. Except as set forth in Section
          3.1(b)(i) of the Disclosure Schedule, FNF is the record and beneficial
          owner of all of the outstanding shares of capital stock, membership
          interests or other equity securities of each Subject Company, free and
          clear of all Liens, but in the case of the Cascade Interests, subject
          to the terms of the Cascade Timberlands LLC Amended and Restated
          Limited Liability Company Agreement dated as of December 31, 2004 (the
          "Cascade LLC Agreement"). Except as set forth in Section 3.1(b)(i) of
          the Disclosure Schedule, there are no securities, preemptive rights,
          options, warrants, rights, commitments or agreements of any kind to
          which FNF or any Subject Company is a party or by which any of them is
          bound obligating any of them to issue, sell or deliver, or repurchase,
          redeem or otherwise acquire, shares of capital stock or other equity
          or voting securities of any Subject Company, or obligating any of them
          to issue, sell, deliver, grant, extend or enter into any such
          security, option, warrant, right, commitment or agreement. Except as
          set forth in Section 3.1(b)(i) of the Disclosure Schedule, neither FNF
          nor any Subject Company is a party to or bound by any agreement,
          proxy, voting trust or other arrangement restricting the transfer of
          any Subject Securities or affecting the voting of any shares of
          capital stock of FNF or of any Subject Securities. Assuming FNT has
          the requisite power and authority to be the lawful owner of the
          Subject Securities, upon the consummation of the transactions
          contemplated by this Agreement, good and valid title to the Subject
          Securities will pass to FNT, free and clear of all Liens other than
          Permitted Liens and in the case of the Cascade Interests, subject to
          the terms of the Cascade LLC Agreement.

               (ii) Section 3.1(b)(ii) of the Disclosure Schedule lists each
          Subject Company Subsidiary. Except as set forth in Section 3.1(b)(ii)
          of the Disclosure Schedule, all of the outstanding shares of capital
          stock or other equity securities of each Subject Company Subsidiary
          have been validly issued and are fully paid and non-assessable (in the
          case of any Subject Company Subsidiary that is not


                                      -10-



          organized in the United States, to the extent such concepts are
          applicable) and are owned by such Subject Company, free and clear of
          all Liens other than Permitted Liens. No bonds, debentures, notes or
          other indebtedness of any Subject Company Subsidiary having the right
          to vote (or convertible into, or exchangeable for, securities having
          the right to vote) on any matters on which the stockholders of any
          Subject Company Subsidiary may vote are issued or outstanding. Except
          as set forth in Section 3.1(b)(ii) of the Disclosure Schedule, there
          are no securities, preemptive rights, options, warrants, rights,
          commitments or agreements of any kind to which any Subject Company or
          any Subject Company Subsidiary is a party or by which any of them is
          bound obligating any of them to issue, sell or deliver, or repurchase,
          redeem or otherwise acquire, shares of capital stock or other equity
          or voting securities of any Subject Company Subsidiary, or obligating
          any of them to issue, sell, deliver, grant, extend or enter into any
          such security, option, warrant, right, commitment or agreement. Except
          as set forth in Section 3.1(b)(ii) of the Disclosure Schedule, no
          Subject Company nor any Subject Company Subsidiary is a party to or
          bound by any agreement, proxy, voting trust or other arrangement
          restricting the transfer or affecting the voting of any shares of
          capital stock of any Subject Company Subsidiary. Except for the
          capital stock or other equity securities of the Subject Companies and
          the Subject Company Subsidiaries and the other ownership interests
          listed in Section 3.1(b)(ii) of the Disclosure Schedule, none of FNF,
          the Subject Companies or the Subject Company Subsidiaries owns,
          directly or indirectly, any capital stock or other ownership interest
          in any Person other than interests held for investment purposes that
          do not exceed 10% of the voting securities of any such single Person.
          Except as set forth in Section 3.1(b)(ii) of the Disclosure Schedule
          or for investment portfolio activities of any FNF Insurance Company,
          none of FNF or, to the knowledge of FNF, the Subject Companies (other
          than FSH or Cascade) or the Subject Company Subsidiaries (other than
          any subsidiary of FSH or Cascade) is subject to any obligation or
          requirement or has entered into any agreement to make any investment
          (in the form of a capital contribution, loan or otherwise) in any
          Person other than in Subject Companies (other than FSH or Cascade) and
          Subject Company Subsidiaries (other than any subsidiary of FSH or
          Cascade).

               (iii) Section 3.1(b)(iii) of the Disclosure Schedule sets forth
          all outstanding stock options, grants of restricted stock, stock
          appreciation rights, phantom stock, equity awards, and similar rights
          with respect to FNF as of May 31, 2006, and identifies which options
          and rights are subject to FNT's obligation to grant Replacement
          Options or Replacement Restricted Shares (as defined herein) pursuant
          to Section 5.2 hereof.

          (c) Authority; Noncontravention. FNF has the requisite corporate power
     and authority to enter into this Agreement and to consummate the
     transactions contemplated by this Agreement. The execution and delivery of
     this Agreement by FNF and the consummation by FNF of the transactions
     contemplated hereby have been duly authorized by all necessary corporate
     action on the part of FNF. This Agreement has been duly executed and
     delivered by FNF and, assuming this Agreement constitutes the valid and
     binding agreement of FNT, constitutes a valid and binding obligation of
     FNF,


                                      -11-



     enforceable against FNF in accordance with its terms, subject to the effect
     of any applicable bankruptcy, insolvency (including all laws relating to
     fraudulent transfers), reorganization, moratorium or similar laws affecting
     creditors' rights generally and subject to the effect of general principles
     of equity. Except as set forth in Section 3.1(c) of the Disclosure
     Schedule, the execution and delivery of this Agreement do not, and the
     consummation of the transactions contemplated by this Agreement and
     compliance with the provisions hereof will not, (x) conflict with any of
     the provisions of the Organizational Documents of FNF or of any Subject
     Company or Subject Company Subsidiary, (y) subject to the matters referred
     to in the next sentence, conflict with, result in a breach of or default
     (with or without notice or lapse of time, or both) under, give rise to a
     right of termination, cancellation or acceleration of any obligation or
     loss of a material benefit under, require the consent of any Person under,
     or result in the creation of any Lien on any property or asset of FNF or
     any Subject Company or Subject Company Subsidiary under, any indenture or
     other agreement, permit, franchise, license or other instrument or
     undertaking to which FNF or such Subject Company or Subject Company
     Subsidiary is a party or by which FNF or any Subject Company or Subject
     Company Subsidiary or any of their assets is bound or affected, or (z)
     subject to the matters referred to in the next sentence, contravene any
     statute, law, ordinance, rule, regulation, order, judgment, injunction,
     decree, determination or award applicable to FNF or any Subject Company or
     Subject Company Subsidiary or any of their respective properties or assets,
     which, in the case of clauses (y) and (z) above, individually or in the
     aggregate, would reasonably be expected to have an FNF Material Adverse
     Effect (in the case of FNF) or a Subject Company Material Adverse Effect
     (in the case of any Subject Company and its subsidiaries). No consent,
     approval or authorization of, or declaration or filing with, or notice to,
     any court, tribunal, arbitrator or any government or political subdivision
     thereof, whether federal, state, county, local or foreign, or any agency,
     authority, official or instrumentality of any such government or political
     subdivision (a "Governmental Entity"), is required by or with respect to
     FNF, the Subject Companies or any of the Subject Company Subsidiaries in
     connection with the execution and delivery of this Agreement by FNF or the
     consummation by FNF of the transactions contemplated hereby, except for (i)
     the approvals, filings or notices required under the insurance laws of the
     jurisdictions set forth in Section 3.1(c) of the Disclosure Schedule, (ii)
     the filing with the Securities and Exchange Commission (the "SEC") of such
     reports and other filings under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), as may be required in connection with this
     Agreement and the transactions contemplated by this Agreement, (iii) the
     filing with the SEC of the Form S-1, (iv) such other consents, approvals,
     authorizations, declarations, filings or notices as are set forth in
     Section 3.1(c) of the Disclosure Schedule, and (v) such other consents,
     approvals, authorizations, declarations, filings or notices the failure to
     obtain or make which, in the aggregate, would not have an FNF Material
     Adverse Effect (in the case of FNF) or a Subject Company Material Adverse
     Effect (in the case of any Subject Company and its subsidiaries).

          (d) Absence of Certain Changes or Events. Except as set forth in the
     FNF SEC Documents filed and publicly available prior to the date of this
     Agreement (the "Filed FNF SEC Documents") or Section 3.1(d) of the
     Disclosure Schedule or in connection with the transactions contemplated
     hereby, since December 31, 2005, each of


                                      -12-



     FNF, the Subject Companies and the Subject Company Subsidiaries has
     conducted its business only in the ordinary course consistent with past
     practice, and there has not been (i) any change, circumstance, effect,
     event, development or occurrence that, individually or in the aggregate,
     has had or would reasonably be expected to have an FNF Material Adverse
     Effect (in the case of FNF) or a Subject Company Material Adverse Effect
     (in the case of any Subject Company and its subsidiaries), (ii) any
     declaration, setting aside or payment of any dividend or other distribution
     (whether in cash, stock or property) with respect to any of FNF's or the
     Subject Company's outstanding equity securities (except, in the case of
     FNF, for ordinary quarterly cash dividends), (iii) any split, combination
     or reclassification of any of the Subject Companies' outstanding equity
     securities or any issuance or the authorization of any issuance of any
     other securities in respect of, in lieu of or in substitution for its
     outstanding equity securities, (iv) (x) any granting by any Subject Company
     to any of the President, the Chief Executive Officer, the Chief Financial
     Officer, the General Counsel or any Executive Vice President (the
     "Executive Officers") of such Subject Company of any increase in
     compensation, except in the ordinary course of business consistent with
     prior practice or as was required under employment agreements in effect as
     of December 31, 2005, (y) any granting by any Subject Company to any such
     Executive Officer of any increase in severance or termination pay, except
     as was required under any employment, severance or termination agreements
     in effect as of December 31, 2005 or (z) any entry by any Subject Company
     into any employment, severance or termination agreement with any such
     Executive Officer or (v) any change in accounting methods, principles or
     practices by any Subject Company or Subject Company Subsidiary materially
     affecting its assets, liabilities or business, including in the case of any
     FNF Insurance Company (as hereinafter defined), any change with respect to
     the establishment of reserves for unearned premiums, losses and loss
     adjustment expenses, except insofar as may have been required by a change
     in GAAP or SAP.

          (e) Absence of Changes in Subject Company Benefit Plans. Except as set
     forth in Section 3.1(e) of the Disclosure Schedule, since December 31,
     2005, there has not been any adoption or material amendment by any Subject
     Company or any Subject Company Subsidiary of any collective bargaining
     agreement or any Subject Company Benefit Plan (as defined in Section
     3.1(f)).

          (f) Benefit Plans. (i) Each "employee pension benefit plan" (as
     defined in Section 3(2) of the Employee Retirement Income Security Act of
     1974, as amended ("ERISA")) (hereinafter a "Pension Plan"), "employee
     welfare benefit plan" (as defined in Section 3(1) of ERISA) (hereinafter a
     "Welfare Plan"), and each other plan, arrangement or policy (written or
     oral) relating to compensation, deferred compensation, severance, fringe
     benefits or other employee benefits, in each case maintained or contributed
     to, or required to be maintained or contributed to, by FNF, any Subject
     Company or any Subject Company Subsidiary for the benefit of any present or
     former officer, employee, agent, director or independent contractor of FNF,
     such Subject Company or such Subject Company Subsidiary (all the foregoing
     being herein called "Subject Company Benefit Plans") has been established,
     funded, maintained and administered in all material respects in accordance
     with its terms and in compliance in all


                                      -13-



     material respects with the applicable provisions of ERISA, the Code, all
     other applicable laws and all applicable collective bargaining agreements.

               (ii) None of FNF, the Subject Companies, the Subject Company
          Subsidiaries or any other Person or entity that together with such
          Subject Company is treated as a single employer under Section 414(b),
          (c), (m) or (o) of the Code (each a "Subject Company Commonly
          Controlled Entity") has incurred any material Liability under Title IV
          of ERISA (other than for the payment of benefits or Pension Benefit
          Guaranty Corporation insurance premiums, in either case in the
          ordinary course).

               (iii) No Subject Company Commonly Controlled Entity is obligated
          to contribute to any "multiemployer plan" (as defined in Section
          4001(a)(3) of ERISA) or has withdrawn from or incurred any contractual
          Liability to any multiemployer plan resulting or which would
          reasonably be expected to result in any material "withdrawal
          liability" (within the meaning of Section 4201 of ERISA) that has not
          been fully paid.

               (iv) There are no material Actions or Proceedings pending with
          respect to any Subject Company Benefit Plans, other than routine
          benefit claims, qualified domestic relations orders (as defined in
          Section 206(d) of ERISA) and qualified medical child support orders
          (as defined in Section 609 of ERISA) and, to FNF's knowledge, no such
          material Actions or Proceedings are threatened.

          (g) Taxes. (i) Each of FNF, the Subject Companies and the Subject
     Company Subsidiaries has timely filed (taking into account all available
     extensions) all material tax returns and material reports required to be
     filed by it or requests for extensions to file such returns or reports have
     been timely filed, granted and have not expired. All tax returns filed by
     FNF, the Subject Companies and the Subject Company Subsidiaries are
     complete and accurate in all material respects. Each of FNF, the Subject
     Company and each Subject Company Subsidiary has paid (or FNF or such
     Subject Company has paid on such Subject Company Subsidiaries' behalf) all
     taxes shown as due on such returns, and the Subject Company Financial
     Statements and the financial statements contained in the Filed FNF SEC
     Documents, as the case may be, reflect an adequate reserve for all taxes
     payable by FNF, the Subject Companies and the Subject Company Subsidiaries
     for all taxable periods and portions thereof accrued through the date of
     such financial statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
          or assessed against FNF, any Subject Company or any Subject Company
          Subsidiary that are not adequately reserved for, except for
          deficiencies that, individually or in the aggregate, would not have an
          FNF Material Adverse Effect (in the case of FNF) or a Subject Company
          Material Adverse Effect (in the case of such Subject Company and its
          subsidiaries), and no requests for waivers of the time to assess any
          such taxes have been granted or are pending. Except as set forth in
          Section 3.1(g) of the Disclosure Schedule, the Federal and state
          income tax returns of FNF, each Subject Company and each of its
          subsidiaries consolidated in such


                                      -14-



          returns have been examined by and settled with the United States
          Internal Revenue Service (the "IRS") or the appropriate state taxation
          authorities, as the case may be, or the statute of limitations on
          assessment or collection of any Federal or state income taxes due from
          such Subject Company or any of its subsidiaries has expired, for all
          taxable years of such Subject Company or any of its subsidiaries
          through the taxable year ended December 31, (a) 2001 for Federal
          income tax purposes and (b) 1999 for state income tax purposes.

               (iii) As used in this Agreement, "taxes" shall include all
          federal, state, local and foreign income, franchise, premium,
          property, sales, excise, employment, payroll, withholding and other
          taxes, tariffs or other governmental charges, including interest,
          penalties and other additions.

          (h) No Excess Parachute Payments; Section 162(m) of the Code. (i)
     Except as set forth in Section 3.1(h) of the Disclosure Schedule, none of
     the transactions contemplated by this Agreement shall constitute a
     triggering event under any employment, severance or termination agreement
     or other compensation arrangement or Subject Company Benefit Plan currently
     in effect which (either alone or upon the occurrence of any additional or
     subsequent event) would reasonably be expected to result in any payment,
     acceleration, vesting or increase in benefits to any current or former
     officer, employee or director of FNF or of any Subject Company or any of
     its subsidiaries and which would constitute an "excess parachute payment"
     (as such term is defined in Section 280G(b)(1) of the Code).

               (ii) Except as set forth in Section 3.1(h) of the Disclosure
          Schedule or as would not, individually or in the aggregate, reasonably
          be expected to have an FNF Material Adverse Effect (in the case of
          FNF) or a Subject Company Material Adverse Effect (in the case of such
          Subject Company and its subsidiaries), the disallowance of a deduction
          under Section 162(m) of the Code for employee remuneration will not
          apply to any amount paid or payable by FNF, any Subject Company or any
          Subject Company Subsidiary under any contract, Subject Company Benefit
          Plan, program, arrangement or understanding currently in effect.

          (i) SEC Documents; Subject Company Financial Statements.

               (i) FNF has filed all reports, schedules, forms, statements and
          other documents required to be filed with the SEC since January 1,
          2004 (the "FNF SEC Documents"). As of their respective dates, the FNF
          SEC Documents complied in all material respects with the requirements
          of the Securities Act of 1933, as amended (together with the rules and
          regulations thereunder, the "Securities Act") or the Exchange Act, as
          the case may be, and the rules and regulations of the SEC promulgated
          thereunder applicable to such FNF SEC Documents, and none of the FNF
          SEC Documents as of such dates contained any untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary in order to make the statements therein,
          in light of the circumstances under which they were made, not
          misleading. Except to the extent that information contained in any FNF
          SEC Document has been revised or


                                      -15-



          superseded by a later Filed FNF SEC Document (as defined in Section
          3.1(d)), none of the FNF SEC Documents contains any untrue statement
          of a material fact or omits to state any material fact required to be
          stated therein or necessary in order to make the statements therein,
          in light of the circumstances under which they were made, not
          misleading.

               (ii) FNF has delivered or made available to FNT copies (which
          copies are complete and correct) of (A) the unaudited combined balance
          sheets and related statements of income of Fidelity National Insurance
          Company, Fidelity National Insurance Services, Inc. and National
          Alliance Marketing Group, Inc. and their respective consolidated
          subsidiaries (collectively, the "Specialty Insurance Companies") for
          the 2004 and 2005 fiscal years and as of March 31, 2006 and for the
          three months then ended (the "Specialty Insurance Company Financial
          Statements"), and (B) the unaudited consolidated balance sheet of FNF
          and its subsidiaries other than FNT, FIS and the Specialty Insurance
          Companies (such subsidiaries, the "Non-Specialty Insurance Companies")
          as of April 30, 2006 (the "Non-Specialty Insurance Company Balance
          Sheet" and, collectively with the Specialty Insurance Company
          Financial Statements, the "Subject Company Financial Statements").
          Except as set forth on Section 3.1(i)(ii) of the Disclosure Schedule,
          the Specialty Insurance Company Financial Statements were prepared in
          accordance with GAAP applied on a consistent basis and present fairly
          in all material respects the financial condition at their respective
          dates and results of operations of the Specialty Insurance Companies
          on a combined basis for the periods then ended, subject to the absence
          of cash flow statements and footnotes and, in the case of the interim
          financial statements contained therein, to normal year-end
          adjustments. Except as set forth on Section 3.1(i)(ii) of the
          Disclosure Schedule, the Non-Specialty Insurance Company Balance Sheet
          was prepared in accordance with GAAP applied on a consistent basis and
          presents fairly in all material respects the financial condition at
          April 30, 2006 of FNF and the Non-Specialty Insurance Companies on a
          consolidated basis, subject to the absence of cash flow statements and
          footnotes and to normal year-end adjustments. Except as set forth in
          the Subject Company Financial Statements or in Section 3.1(i)(ii) of
          the Disclosure Schedule, no Subject Company or any of its subsidiaries
          has any material Liabilities that would be required by GAAP to be set
          forth on a consolidated balance sheet of such Subject Company and its
          consolidated subsidiaries, other than Liabilities incurred after
          December 31, 2005 in the ordinary course of business consistent with
          past practice that would not, individually or in the aggregate,
          reasonably be expected to have, with respect to such Subject Company
          and its subsidiaries, a Subject Company Material Adverse Effect.

               (iii) The Annual Statement for the year ended December 31, 2005,
          together with all exhibits and schedules thereto, and any actuarial
          opinion, affirmation or certification filed in connection therewith,
          and any Quarterly Statements for periods ended after January 1, 2006,
          together with all exhibits and schedules thereto, with respect to each
          Subject Company or Subject Company Subsidiary that is a regulated
          insurance company (an "FNF Insurance Company"),


                                      -16-



          in each case as filed with the applicable Insurance Regulator (as
          hereinafter defined) in such FNF Insurance Company's domiciliary
          state, were prepared in conformity with SAP and present fairly in all
          material respects, to the extent required by and in conformity with
          SAP, the statutory financial condition of such FNF Insurance Company
          at their respective dates and the results of operations, changes in
          capital and surplus and cash flow of such FNF Insurance Company for
          each of the periods then ended. No deficiencies or violations material
          to the financial condition or operations of any FNF Insurance Company
          have been asserted in writing by any Insurance Regulator since January
          1, 2004 which have not been cured or otherwise resolved to the
          satisfaction of such Insurance Regulator. Except as set forth in
          Section 3.1(i)(iii) of the Disclosure Schedule or in such Annual
          Statement for such FNF Insurance Company, no FNF Insurance Company has
          any material Liabilities that would be required by SAP to be set forth
          on a consolidated balance sheet of such FNF Insurance Company and its
          consolidated subsidiaries or in the notes thereto, other than
          Liabilities incurred after December 31, 2005 in the ordinary course of
          business consistent with past practice that would not, individually or
          in the aggregate, reasonably be expected to have a Subject Company
          Material Adverse Effect.

               (iv) The audited unconsolidated balance sheets of FNF and the
          related audited unconsolidated statements of earnings, retained
          earnings and cash flows as of and for the years ended December 31,
          2004 and 2005 (collectively, the "Unconsolidated FNF Financial
          Statements") filed as Schedule II to the consolidated financial
          statements of FNF filed with FNF's annual report on Form 10-K for the
          year ended December 31, 2005, when considered in relation to such
          consolidated FNF financial statements taken as a whole, present
          fairly, in all material respects, the information set forth therein.
          Except as set forth in Section 3.1(i)(iv) of the Disclosure Schedule
          or in the Unconsolidated FNF Financial Statements, FNF has no material
          Liabilities that would be required by GAAP to be set forth on an
          unconsolidated balance sheet of FNF or in the notes thereto, other
          than Liabilities incurred (a) after December 31, 2005 in the ordinary
          course of business consistent with past practice that would not,
          individually or in the aggregate, reasonably be expected to have an
          FNF Material Adverse Effect, or (b) in connection with this Agreement
          and the FIS Merger.

               (v) Except as set forth in the Subject Company Financial
          Statements, the Annual Statement for each FNF Insurance Company and
          the Unconsolidated FNF Financial Statements, FNF, the Subject
          Companies and Subject Company Subsidiaries do not have any Liabilities
          that, individually or in the aggregate, would reasonably be expected
          to have an FNF Material Adverse Effect.

          (j) Information Supplied. None of the information supplied or to be
     supplied by FNF specifically for inclusion or incorporation by reference in
     (i) the Form S-1 will at the time the Form S-1 becomes effective under the
     Securities Act, at the time any amendment or supplement thereto becomes
     effective under the Securities Act or at the Closing contain any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary in order to make the statements therein, in
     light


                                      -17-



     of the circumstances under which they are made, not misleading, or (ii) the
     Information Statement will, at the date it is first mailed to FNT's
     stockholders or at the time of the FNT Stockholders Meeting, contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the statements
     therein, in light of the circumstances under which they are made, not
     misleading. No representation or warranty is made by FNF in this Section
     3.1(j) with respect to information supplied by FNT specifically for
     inclusion or incorporation by reference in the Form S-1 or the Information
     Statement.

          (k) Compliance with Applicable Laws. Each of FNF, the Subject
     Companies and the Subject Company Subsidiaries has in full force and effect
     all Federal, state, local and foreign governmental approvals,
     authorizations, certificates, consents, filings, franchises, licenses,
     notices, permits and rights (collectively, "Permits") necessary for it to
     own, lease or operate its properties and assets and to carry on its
     business as now conducted, and there has occurred no default under any such
     Permit, except for the failure of Permits to be in full force and effect
     and for defaults under Permits which failures or defaults would not,
     individually or in the aggregate, reasonably be expected to have an FNF
     Material Adverse Effect (in the case of FNF) or a Subject Company Material
     Adverse Effect (in the case of such Subject Company and its subsidiaries).
     Except as set forth in Section 3.1(k) of the Disclosure Schedule, each of
     FNF, the Subject Companies and the Subject Company Subsidiaries is in
     compliance with all applicable statutes, laws, ordinances, rules,
     regulations and orders of any Governmental Entity to which they are
     subject, except for noncompliance that would not, individually or in the
     aggregate, reasonably be expected to have an FNF Material Adverse Effect
     (in the case of FNF) or a Subject Company Material Adverse Effect (in the
     case of such Subject Company and its subsidiaries). Except as set forth in
     Section 3.1(k) of the Disclosure Schedule and except for routine
     examinations by state Governmental Entities charged with supervision of
     insurance companies ("Insurance Regulators"), there is no Action or
     Proceeding by any Governmental Entity pending or, to the knowledge of FNF,
     threatened against or with respect to FNF or any Subject Company or Subject
     Company Subsidiary or the Transferred Business, other than, in each case,
     those the outcome of which would not, individually or in the aggregate,
     reasonably be expected to have an FNF Material Adverse Effect (in the case
     of FNF) or a Subject Company Material Adverse Effect (in the case of such
     Subject Company and its subsidiaries). Except as set forth in Section
     3.1(k) of the Disclosure Schedule, none of FNF, the Subject Companies and
     the Subject Company Subsidiaries is a party to any agreement, commitment or
     understanding, written or oral, with any Insurance Regulator, except for
     routine agreements, commitments and understandings with such Insurance
     Regulators which would not, individually or in the aggregate, reasonably be
     expected to be material to the business of the FNF Insurance Companies
     taken as a whole.

          (l) Litigation. Except as set forth in Section 3.1(l) of the
     Disclosure Schedule or for matters that, as of the date of this Agreement,
     are subject to indemnification by FNT in favor of FNF, there is no material
     Action or Proceeding pending or, to the knowledge of FNF, threatened
     against or affecting FNF, any Subject Company, any Subject Company
     Subsidiary or the Transferred Business or seeking to prevent the
     consummation of any of the transactions contemplated by this Agreement, nor
     is there


                                      -18-



     any material judgment, decree, injunction or order of any Governmental
     Entity outstanding against FNF, any of the Subject Companies, any of the
     Subject Company Subsidiaries or any Other Assets. For purposes of this
     Section 3.1(l), the term "material" shall have the meaning specified in
     Section 3.1(l) of the Disclosure Schedule.

          (m) Brokers. No broker, investment banker, financial advisor or other
     Person, other than Bear, Stearns & Co. Inc., the fees and expenses of which
     will be paid by FNF, is entitled to any broker's, finder's, financial
     advisor's or other similar fee or commission in connection with the Asset
     Contribution, the Spin-off, the FIS Merger, or the other transactions
     contemplated by this Agreement, based upon arrangements made by or on
     behalf of FNF.

          (n) Opinion of Financial Advisor. FNF has received the opinion of its
     financial advisor, Bear, Stearns & Co. Inc., to the effect that, as of the
     date of this Agreement, the consideration to be received by FNF and its
     stockholders pursuant to this Agreement and the FIS Merger Agreement, taken
     together, is fair, from a financial point of view, to the stockholders of
     FNF.

          (o) Other Assets. FNF has good and marketable title to or a valid
     leasehold or license interest in all of the Other Assets, free and clear of
     all Liens other than Permitted Liens. Assuming FNT has the requisite power
     and authority to be the lawful owner, lessee or licensee of the Other
     Assets, upon the consummation of the transactions contemplated by this
     Agreement, good and marketable title to or a valid leasehold or license
     interest in the Other Assets will pass to FNT, free and clear of all Liens
     other than Permitted Liens.

          (p) No Guaranty of FIS Obligations. The Subject Companies and the
     Subject Company Subsidiaries have not guaranteed any material obligations
     of FIS, any FIS Subsidiary or National Title Insurance of New York, Inc.

          (q) Environmental Matters. Except as set forth in Section 3.1(q) of
     the Disclosure Schedule:

               (i) FNF, the Subject Companies and Subject Company Subsidiaries
          are in compliance with all applicable Environmental Laws, except where
          failure to be in compliance would not, individually or in the
          aggregate, reasonably be expected to have an FNF Material Adverse
          Effect (in the case of FNF) or a Subject Company Material Adverse
          Effect (in the case of such Subject Company and its subsidiaries);

               (ii) Since the date that is three years prior to the date of this
          Agreement or, in the case of any Subject Company or Subject Company
          Subsidiary in which FNF acquired its interest at a later date, such
          later date, none of FNF, the Subject Companies or the Subject Company
          Subsidiaries has received any material Environmental Claim concerning
          compliance with, or liability under, any Environmental Law with
          respect to any real property now or formerly owned,


                                      -19-



          leased or operated by FNF, the Subject Companies and Subject Company
          Subsidiaries;

               (iii) FNF, the Subject Companies and Subject Company Subsidiaries
          have all material Permits required under applicable Environmental Laws
          for the conduct of their respective businesses, as presently
          conducted, and FNF, the Subject Companies and Subject Company
          Subsidiaries are in material compliance with all such Permits;

               (iv) None of FNF, the Subject Companies and Subject Company
          Subsidiaries is party to, or subject to the terms of, any material
          order that imposes any future Liability under any Environmental Law in
          connection with its respective businesses; and

               (v) To FNF's knowledge after due inquiry, there have been no
          releases of Hazardous Materials at, on, under or from any real
          property now or formerly owned, leased or operated by FNF, the Subject
          Companies and Subject Company Subsidiaries that would be reasonably
          likely to result in material Liabilities or obligations under
          Environmental Law.

          (r) FIS Merger Agreement. FNF has delivered or made available to FNT a
     complete and correct copy of the FIS Merger Agreement.

          SECTION 3.2. Representations and Warranties of FNT. FNT represents and
warrants to FNF as follows:

          (a) Organization, Standing and Corporate Power. Each of FNT and each
     FNT Subsidiary (as hereinafter defined) is a corporation, limited liability
     company or other legal entity duly organized, validly existing and in good
     standing (in such jurisdictions where such concept is applicable) under the
     laws of the jurisdiction of its organization and has the requisite
     corporate, limited liability company or other entity power and authority to
     carry on its business as now being conducted. Each of FNT and each FNT
     Subsidiary is duly qualified to do business and is in good standing (in
     such jurisdictions where such concept is applicable) in each jurisdiction
     in which the nature of its business or the ownership or leasing of its
     properties makes such qualification necessary, other than in such
     jurisdictions where the failure to be so qualified (individually or in the
     aggregate) would not have an FNT Material Adverse Effect (as hereinafter
     defined). For purposes of this Agreement, (i) an "FNT Subsidiary" means a
     subsidiary of FNT, and (ii) an "FNT Material Adverse Effect" means (x) any
     event, circumstance or change that, individually or in the aggregate, is or
     would reasonably be likely to be materially adverse to the assets,
     Liabilities, business, condition (financial or otherwise) or results of
     operations of FNT and the FNT Subsidiaries taken as a whole, other than any
     such event, circumstance or change to the extent resulting from (A) changes
     in general economic conditions affecting the United States occurring after
     the date hereof, (B) general changes or developments in the industry in
     which FNT and the FNT Subsidiaries operate occurring after the date hereof,
     (C) changes in laws or regulations occurring after the date hereof or (D)
     the announcement of this Agreement and the transactions contemplated


                                      -20-



     hereby, including any termination of, reduction in or similar negative
     impact on the relationships, contractual or otherwise, with any customers,
     distributors, partners or employees of FNT and the FNT Subsidiaries to the
     extent due to the announcement of this Agreement or the identity of the
     parties hereto, unless, in the case of the foregoing clause (A) or (B),
     such changes referred to therein have a materially disproportionate effect
     on FNT and the FNT Subsidiaries taken as a whole relative to other
     participants in the industry in which FNT and the FNT Subsidiaries operate,
     or (y) any material adverse effect on the ability of FNT to perform its
     obligations hereunder or to consummate the transactions contemplated hereby
     on a timely basis. True and complete copies of the Organizational Documents
     of FNT and each FNT Subsidiary as in effect on the date hereof have been
     heretofore made available to FNF.

          (b) Capital Structure.

               (i) The authorized capital stock of FNT consists of (x)
          300,000,000 shares of FNT Class A Common Stock and 300,000,000 shares
          of FNT Class B Common Stock, and (y) 50,000,000 shares of preferred
          stock, par value $0.0001 per share ("FNT Preferred Stock"). 31,147,357
          shares of FNT Class A Common Stock, 143,176,041 shares of FNT Class B
          Common Stock and no shares of FNT Preferred Stock are issued and
          outstanding. 6,695shares of FNT Class A Common Stock and no shares of
          FNT Class B Common Stock are held by FNT Subsidiaries or by FNT in its
          treasury. 3,024,000 shares of FNT Class A Common Stock are reserved
          for issuance pursuant to outstanding options to purchase shares of FNT
          Common Stock granted under the FNT Stock Plan. Except as set forth
          above, no shares of capital stock or other equity securities of FNT
          are issued, reserved for issuance or outstanding. All outstanding
          shares of capital stock of FNT are, and the FNT Shares and any shares
          issued upon the exercise of options under the FNT Stock Plan will be,
          when issued, duly authorized, validly issued, fully paid and
          nonassessable and not subject to preemptive rights. No bonds,
          debentures, notes or other indebtedness of FNT having the right to
          vote (or convertible into, or exchangeable for, securities having the
          right to vote) on any matters on which the stockholders of FNT may
          vote are issued or outstanding. Except as set forth above, there are
          not any securities, preemptive rights, options, warrants, rights,
          commitments or agreements of any kind to which FNT is a party or by
          which any of them is bound obligating any of them to issue, sell or
          deliver, or repurchase, redeem or otherwise acquire, shares of capital
          stock or other equity or voting securities of FNT, or obligating FNT
          to issue, sell, deliver, grant, extend or enter into any such
          security, option, warrant, right, commitment or agreement. Except as
          set forth in Section 3.2(b)(i) of the Disclosure Schedule, FNT is not
          a party to or bound by any agreement, proxy, voting trust or other
          arrangement restricting the transfer of FNT Common Stock or affecting
          the voting of any shares of capital stock of FNT.

               (ii) Section 3.2(b)(ii) of the Disclosure Schedule lists each FNT
          Subsidiary. Except as set forth in Section 3.2(b)(ii) of the
          Disclosure Schedule, all of the outstanding shares of capital stock or
          other equity securities of each FNT Subsidiary have been validly
          issued and are fully paid and non-assessable (in


                                      -21-



          the case of any FNT Subsidiary that is not organized in the United
          States, to the extent such concepts are applicable) and are owned by
          FNT, free and clear of all Liens. No bonds, debentures, notes or other
          indebtedness of any FNT Subsidiary having the right to vote (or
          convertible into, or exchangeable for, securities having the right to
          vote) on any matters on which the stockholders of any FNT Subsidiary
          may vote are issued or outstanding. Except as set forth in Section
          3.2(b)(ii) of the Disclosure Schedule, there are no securities,
          preemptive rights, options, warrants, rights, commitments or
          agreements of any kind to which FNT or any FNT Subsidiary is a party
          or by which any of them is bound obligating any of them to issue, sell
          or deliver, or repurchase, redeem or otherwise acquire, shares of
          capital stock or other equity or voting securities of any FNT
          Subsidiary, or obligating any of them to issue, sell, deliver, grant,
          extend or enter into any such security, option, warrant, right,
          commitment or agreement. Except as set forth in Section 3.2(b)(ii) of
          the Disclosure Schedule, neither FNT nor any FNT Subsidiary is a party
          to or bound by any agreement, proxy, voting trust or other arrangement
          restricting the transfer or affecting the voting of any shares of
          capital stock of any FNT Subsidiary. Except for the capital stock or
          other equity securities of such subsidiaries and the other ownership
          interests listed in Section 3.2(b)(ii) of the Disclosure Schedule, FNT
          does not own, directly or indirectly, any capital stock or other
          ownership interest in any Person other than interests held for
          investment purposes that do not exceed 10% of the voting securities of
          any such single Person. Except as set forth in Section 3.2(b)(ii) of
          the Disclosure Schedule or for investment portfolio activities of any
          FNT Insurance Company, none of FNT or the FNT Subsidiaries is subject
          to any obligation or requirement and has not entered into any
          agreement to make any investment (in the form of a capital
          contribution, loan or otherwise) in any Person.

          (c) Authority; Noncontravention. FNT has all requisite corporate power
     and authority to enter into this Agreement and, subject to the approval of
     its stockholders as set forth in Section 5.4 (the "FNT Stockholder
     Approval"), FNT and each of the FNT Subsidiaries have all requisite
     corporate power and authority to consummate the transactions contemplated
     by this Agreement. The execution and delivery of this Agreement by FNT and
     the consummation by FNT of the transactions contemplated by this Agreement
     have been duly authorized by all necessary corporate action on the part of
     FNT, subject to the FNT Stockholder Approval. This Agreement has been duly
     executed and delivered by and, assuming this Agreement constitutes the
     valid and binding agreement of FNF, constitutes a valid and binding
     obligation of FNT, enforceable against FNT in accordance with its terms,
     subject to the effect of any applicable bankruptcy, insolvency (including
     all laws relating to fraudulent transfers), reorganization, moratorium or
     similar laws affecting creditors' rights generally and subject to the
     effect of general principles of equity. Except as set forth in Section
     3.2(c) of the Disclosure Schedule, the execution and delivery of this
     Agreement do not, and the consummation of the transactions contemplated by
     this Agreement and compliance with the provisions of this Agreement will
     not, (x) conflict with any of the provisions of the Organizational
     Documents of FNT or of any FNT Subsidiary, (y) subject to the matters
     referred to in the next sentence, conflict with, result in a breach of or
     default (with or without notice or lapse of time, or both) under, give rise
     to a right of termination, cancellation or


                                      -22-



     acceleration of any obligation or loss of a material benefit under, require
     the consent of any Person under, or result in the creation of any Lien on
     any property or asset of FNT or any FNT Subsidiary under, any indenture or
     other agreement, permit, franchise, license or other instrument or
     undertaking to which FNT or any of the FNT Subsidiaries is a party or by
     which FNT or any of the FNT Subsidiaries or any of their assets is bound or
     affected, or (z) subject to the matters referred to in the next sentence,
     contravene any statute, law, ordinance, rule, regulation, order, judgment,
     injunction, decree, determination or award applicable to FNT or any of the
     FNT Subsidiaries or any of their respective properties or assets, which, in
     the case of clauses (y) and (z) above, individually or in the aggregate,
     would reasonably be expected to have an FNT Material Adverse Effect. No
     consent, approval or authorization of, or declaration or filing with, or
     notice to, any Governmental Entity is required by or with respect to FNT or
     any of the FNT Subsidiaries in connection with the execution and delivery
     of this Agreement by FNT or the consummation by FNT or any FNT Subsidiary,
     as the case may be, of any of the transactions contemplated by this
     Agreement, except for (i) the approvals, filings or notices required under
     the insurance laws of the jurisdictions set forth in Section 3.2(c) of the
     Disclosure Schedule, (ii) the filing with the SEC of such reports and other
     filings under the Exchange Act as may be required in connection with this
     Agreement and the transactions contemplated by this Agreement, (iii) the
     filing with the SEC of the Form S-1, the Form S-8 and the Information
     Statement, (iv) such other consents, approvals, authorizations, filings or
     notices as are set forth in Section 3.2(c) of the Disclosure Schedule and
     (v) such other consents, approvals, authorizations, declarations, filings
     or notices the failure to obtain or make which, in the aggregate, would not
     have an FNT Material Adverse Effect.

          (d) Absence of Certain Changes or Events. Except as set forth in the
     FNT SEC Documents filed and publicly available prior to the date of this
     Agreement (the "Filed FNT SEC Documents") or in Section 3.2(d) of the
     Disclosure Schedule or in connection with the transactions contemplated
     hereby, since December 31, 2005, each of FNT and the FNT Subsidiaries has
     conducted its business only in the ordinary course consistent with past
     practice, and there has not been (i) any change, circumstance, effect,
     event, development or occurrence that, individually or in the aggregate,
     has had or would reasonably be expected to have an FNT Material Adverse
     Effect, (ii) any declaration, setting aside or payment of any dividend or
     other distribution (whether in cash, stock or property) with respect to any
     of FNT's outstanding capital stock (other than ordinary quarterly cash
     dividends), (iii) any split, combination or reclassification of any of its
     outstanding capital stock or any issuance or the authorization of any
     issuance of any other securities in respect of, in lieu of or in
     substitution for shares of its outstanding capital stock, (iv) (x) any
     granting by FNT or any of the FNT Subsidiaries to any Executive Officer of
     FNT or such FNT Subsidiaries of any increase in compensation, except in the
     ordinary course of business consistent with prior practice or as was
     required under employment agreements in effect as of December 31, 2005, (y)
     any granting by FNT or any of the FNT Subsidiaries to any such Executive
     Officer of any increase in severance or termination pay, except as was
     required under any employment, severance or termination agreements in
     effect as of December 31, 2005 or (z) any entry by FNT or any FNT
     Subsidiary into any employment, severance or termination agreement with any
     such Executive Officer or other employee or (v) any change in accounting
     methods, principles


                                      -23-



     or practices by FNT or any of the FNT Subsidiaries materially affecting its
     assets, liabilities or business, including any change with respect to the
     establishment of reserves for unearned premiums, losses and loss adjustment
     expenses, except insofar as may have been required by a change in GAAP or
     SAP.

          (e) Absence of Changes in FNT Benefit Plans. Except as set forth in
     the Filed FNT SEC Documents or in Section 3.2(e) of the Disclosure
     Schedule, since December 31, 2005, there has not been any adoption or
     material amendment by FNT or any FNT Subsidiary of any collective
     bargaining agreement or any FNT Benefit Plan (as defined in Section
     3.2(f)).

          (f) FNT Benefit Plans. (i) Each Pension Plan, Welfare Plan, and each
     other plan, arrangement or policy (written or oral) relating to
     compensation, deferred compensation, severance, fringe benefits or other
     employee benefits, in each case maintained or contributed to, or required
     to be maintained or contributed to, by FNT or any FNT Subsidiary for the
     benefit of any present or former officer, employee, agent, director or
     independent contractor of FNT or any FNT Subsidiary (all the foregoing
     being herein called "FNT Benefit Plans") has been established, funded,
     maintained and administered in all material respects in accordance with its
     terms and in compliance in all material respects with the applicable
     provisions of ERISA, the Code, all other applicable laws and all applicable
     collective bargaining agreements.

               (ii) None of FNT, the FNT Subsidiaries or any other Person or
          entity that together with FNT is treated as a single employer under
          Section 414(b), (c), (m) or (o) of the Code (each a "FNT Commonly
          Controlled Entity") has incurred any material Liability under Title IV
          of ERISA (other than for the payment of benefits or Pension Benefit
          Guaranty Corporation insurance premiums, in either case in the
          ordinary course).

               (iii) No FNT Commonly Controlled Entity is obligated to
          contribute to any "multiemployer plan" (as defined in Section
          4001(a)(3) of ERISA) or has withdrawn from or incurred any contractual
          Liability to any multiemployer plan resulting or which would
          reasonably be expected to result in any material "withdrawal
          liability" (within the meaning of Section 4201 of ERISA) that has not
          been fully paid.

               (iv) There are no material Actions or Proceedings pending with
          respect to any FNT Benefit Plans, other than routine benefit claims,
          qualified domestic relations orders (as defined in Section 206(d) of
          ERISA) and qualified medical child support orders (as defined in
          Section 609 of ERISA) and, to FNT's knowledge, no such material
          Actions or Proceedings are threatened.

          (g) Taxes. (i) Each of FNT and the FNT Subsidiaries has timely filed
     (taking into account all available extensions) all material tax returns and
     material reports required to be filed by it or requests for extensions to
     file such returns or reports have been timely filed, granted and have not
     expired. All tax returns filed by FNT and the FNT Subsidiaries are complete
     and accurate in all material respects. FNT and each of the FNT


                                      -24-



     Subsidiaries have paid (or FNT has paid on the FNT Subsidiaries' behalf)
     all taxes shown as due on such returns, and the most recent audited
     consolidated and combined financial statements contained in the Filed FNT
     SEC Documents reflect an adequate reserve for all taxes payable by FNT and
     the FNT Subsidiaries for all taxable periods and portions thereof accrued
     through the date of such financial statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
          or assessed against FNT or any FNT Subsidiary that are not adequately
          reserved for, except for deficiencies that, individually or in the
          aggregate, would not have an FNT Material Adverse Effect, and no
          requests for waivers of the time to assess any such taxes have been
          granted or are pending. The Federal and state income tax returns of
          FNT and each FNT Subsidiary consolidated in such returns have been
          examined by and settled with the United States Internal Revenue
          Service or the appropriate state taxation authorities, as the case may
          be, or the statute of limitations on assessment or collection of any
          Federal or state income taxes due from FNT or any of its subsidiaries
          has expired, for all taxable years of FNT or any of the FNT
          Subsidiaries through the taxable year ended December 31, (a) 2001, for
          Federal income tax purposes and December 31, (b) 1999, for state
          income tax purposes.

          (h) No Excess Parachute Payments; Section 162(m) of the Code. (i)
     Except as set forth in Section 3.2(h) of the Disclosure Schedule, none of
     the transactions contemplated by this Agreement shall constitute a
     triggering event under any employment, severance or termination agreement
     or other compensation arrangement or FNT Benefit Plan currently in effect
     which (either alone or upon the occurrence of any additional or subsequent
     event) would reasonably be expected to result in any payment, acceleration,
     vesting or increase in benefits to any current or former officer, employee
     or director of FNT or any of its subsidiaries and which would constitute an
     "excess parachute payment" (as such term is defined in Section 280G(b)(1)
     of the Code).

               (ii) Except as set forth in Section 3.2(h) of the Disclosure
          Schedule or as would not, individually or in the aggregate, reasonably
          be expected to have an FNT Material Adverse Effect, the disallowance
          of a deduction under Section 162(m) of the Code for employee
          remuneration will not apply to any amount paid or payable by FNT or
          any FNT Subsidiary under any contract, FNT Benefit Plan, program,
          arrangement or understanding currently in effect.

          (i) SEC Documents; Financial Statements.

               (i) FNT has filed all reports, schedules, forms, statements and
          other documents required to be filed with the SEC since October 1,
          2005 (the "FNT SEC Documents"). As of their respective dates, the FNT
          SEC Documents complied in all material respects with the requirements
          of the Securities Act or the Exchange Act, as the case may be, and the
          rules and regulations of the SEC promulgated thereunder applicable to
          such FNT SEC Documents, and none of the FNT SEC Documents as of such
          dates contained any untrue statement of a material fact or omitted to
          state a material fact required to be stated therein or


                                      -25-



          necessary in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading. Except to
          the extent that information contained in any FNT SEC Document has been
          revised or superseded by a later Filed FNT SEC Document (as defined in
          Section 3.2(d)), none of the FNT SEC Documents contains any untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

               (ii) The consolidated and combined financial statements of FNT
          included in the FNT SEC Documents comply as to form in all material
          respects with applicable accounting requirements and the published
          rules and regulations of the SEC with respect thereto, have been
          prepared in accordance with GAAP (except, in the case of unaudited
          consolidated and combined quarterly statements, as permitted by Form
          10-Q of the SEC) applied on a consistent basis during the periods
          involved (except as may be indicated in the notes thereto) and present
          fairly, in all material respects, the consolidated and combined
          financial position of FNT and its subsidiaries as of the dates thereof
          and the consolidated and combined results of their operations and
          their cash flows for the periods then ended (subject, in the case of
          unaudited quarterly statements, to normal year-end adjustments).
          Except as set forth in the Filed FNT SEC Documents or in Section
          3.2(i)(ii) of the Disclosure Schedule, neither FNT nor any FNT
          Subsidiary has any material Liabilities that would be required by GAAP
          to be set forth on a consolidated balance sheet of FNT and its
          consolidated subsidiaries or in the notes thereto, other than
          Liabilities incurred (a) after December 31, 2005 in the ordinary
          course of business consistent with past practice that would not,
          individually or in the aggregate, reasonably be expected to have an
          FNT Material Adverse Effect or (b) in connection with this Agreement
          and the FIS Merger.

               (iii) The Annual Statement for the year ended December 31, 2005,
          together with all exhibits and schedules thereto, and any actuarial
          opinion, affirmation or certification filed in connection therewith,
          and any Quarterly Statements for periods ended after January 1, 2006,
          together with all exhibits and schedules thereto, with respect to each
          FNT Subsidiary that is a regulated insurance company (an "FNT
          Insurance Company"), in each case as filed with the applicable
          Insurance Regulator, were prepared in conformity with SAP and present
          fairly in all material respects, to the extent required by and in
          conformity with SAP, the statutory financial condition of such FNT
          Insurance Company at their respective dates and the results of
          operations, changes in capital and surplus and cash flow of such FNT
          Insurance Company for each of the periods then ended. No deficiencies
          or violations material to the financial condition or operations of any
          FNT Insurance Company have been asserted in writing by any Insurance
          Regulator since January 1, 2004 which have not been cured or otherwise
          resolved to the satisfaction of such Insurance Regulator. Except as
          set forth in such Annual Statement for such FNT Insurance Company, no
          FNT Insurance Company has any material Liabilities that would be
          required by SAP to be set forth on a consolidated balance sheet of
          such FNT Insurance Company and its


                                      -26-



          consolidated subsidiaries or in the notes thereto, other than
          Liabilities incurred after December 31, 2005 in the ordinary course of
          business consistent with past practice that would not, individually or
          in the aggregate, reasonably be expected to have an FNT Material
          Adverse Effect.

          (j) Information Supplied. The Form S-1 and the Information Statement
     will comply as to form in all material respects with the respective
     requirements of the Securities Act and the Exchange Act and the respective
     rules and regulations promulgated thereunder. None of the information
     supplied or to be supplied by FNT specifically for inclusion or
     incorporation by reference in (i) the Form S-1 will, at the time the Form
     S-1 becomes effective under the Securities Act, at the time any amendment
     or supplement thereto becomes effective under the Securities Act, at the
     time of the meeting of the FNF stockholders to be held for the purpose of
     approving the FIS Merger or at the Closing contain any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they are made, not misleading, or (ii) the
     Information Statement will, at the date it is first mailed to FNT's
     stockholders or at the time of the FNT Stockholders Meeting, contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the statements
     therein, in light of the circumstances under which they are made, not
     misleading. Notwithstanding the foregoing, no representation or warranty is
     made by FNT in this Section 3.2(j) with respect to information supplied by
     FNF specifically for inclusion or incorporation by reference in the Form
     S-1 or the Information Statement.

          (k) Compliance with Applicable Laws. Each of FNT and the FNT
     Subsidiaries has in full force and effect all Permits necessary for it to
     own, lease or operate its properties and assets and to carry on its
     business as now conducted, and there has occurred no default under any such
     Permit, except for the failure of Permits to be in full force and effect
     and for defaults under Permits which failures or defaults would not,
     individually or in the aggregate, reasonably be expected to have an FNT
     Material Adverse Effect. Except as set forth in the Filed FNT SEC
     Documents, FNT and the FNT Subsidiaries are in compliance with all
     applicable statutes, laws, ordinances, rules, regulations and orders of any
     Governmental Entity to which they are subject, except for noncompliance
     that would not, individually or in the aggregate, reasonably be expected to
     have an FNT Material Adverse Effect. Except as set forth in the Filed FNT
     SEC Documents and except for routine examinations by any Insurance
     Regulator, there is no Action or Proceeding by any Governmental Entity
     pending or, to the knowledge of FNT, threatened against or with respect to
     FNT or any FNT Subsidiary, other than, in each case, those the outcome of
     which would not, individually or in the aggregate, reasonably be expected
     to have an FNT Material Adverse Effect. Except as set forth in Section
     3.2(k) of the Disclosure Schedule, neither FNT nor any FNT Subsidiary is a
     party to any agreement, commitment or understanding, written or oral, with
     any Insurance Regulator, except for routine agreements, commitments and
     understandings with such Insurance Regulators which would not, individually
     or in the aggregate, reasonably be expected to have an FNT Material Adverse
     Effect.


                                      -27-


          (l) Litigation. Except as set forth in Section 3.2(l) of the
     Disclosure Schedule, there is no material Action or Proceeding pending or,
     to the knowledge of FNT, threatened against or affecting FNT or any of the
     FNT Subsidiaries or seeking to prevent the consummation of any of the
     transactions contemplated by this Agreement, nor is there any material
     judgment, decree, injunction or order of any Governmental Entity
     outstanding against FNT or any of the FNT Subsidiaries. For purposes of
     this Section 3.2(l), the term "material" shall have the meaning specified
     in Section 3.2(l) of the Disclosure Schedule.

          (m) Brokers. No broker, investment banker, financial advisor or other
     Person, other than Banc of America Securities LLC, the fees and expenses of
     which will be paid by FNT, is entitled to any broker's, finder's, financial
     advisor's or other similar fee or commission in connection with the Asset
     Contribution, the Spin-off, or the other transactions contemplated by this
     Agreement, based upon arrangements made by or on behalf of FNT.

          (n) Opinion of Financial Advisor. The special committee of the board
     of directors of FNT has received the opinion of its financial advisor, Banc
     of America Securities LLC, to the effect that, as of the date of such
     opinion, the aggregate number of FNT Shares to be issued by FNT to FNF
     pursuant to this Agreement in exchange for the Subject Securities and the
     Other Assets is fair, from a financial point of view, to FNT.

          (o) Voting Requirements. The affirmative vote of the holders of at
     least a majority of the outstanding shares of FNT Common Stock entitled to
     vote at the FNT Stockholders Meeting, voting as a single class, is the only
     vote of the holders of any class or series of FNT's capital stock necessary
     to approve this Agreement and the transactions contemplated by this
     Agreement.

                                   ARTICLE IV

                                    COVENANTS

          SECTION 4.1. Conduct of Business.

          (a) Conduct of Business by the Subject Companies. Except as
     specifically contemplated by this Agreement or as required by applicable
     law or as set forth on Section 4.1(a) of the Disclosure Schedule, during
     the period from the date of this Agreement to the Closing, FNF shall cause
     each of the Subject Companies and the Subject Company Subsidiaries to carry
     on its business only in the ordinary and usual course of business
     consistent with past practice and, to the extent consistent therewith, use
     all reasonable efforts to preserve intact its current business
     organization, keep available the services of its current officers and
     employees and preserve its relationships with any Governmental Entities,
     customers, suppliers, distributors, creditors, lessors, agents, insureds,
     reinsureds and others having business dealings with it to the end that its
     goodwill and ongoing businesses shall be unimpaired at the Closing. Without
     limiting the generality of the foregoing, during the period from the date
     of this Agreement to the


                                      -28-



     Closing, except as set forth on Section 4.1(a) of the Disclosure Schedule
     or as otherwise expressly required by or provided for in this Agreement,
     FNF shall not permit any Subject Company or Subject Company Subsidiary to,
     without the prior consent of FNT, which shall not be unreasonably withheld
     or delayed:

               (i) (x) declare, set aside or pay any dividends on, or make any
          other distributions (whether in cash, stock or property) in respect
          of, any of such Subject Company's or Subject Company Subsidiary's
          outstanding capital stock or other equity securities, (y) split,
          combine or reclassify any of its outstanding capital stock or other
          equity securities or issue or authorize the issuance of any other
          securities in respect of, in lieu of or in substitution for shares of
          its outstanding capital stock or other equity securities, or (z)
          purchase, redeem or otherwise acquire any shares of outstanding
          capital stock or other equity securities or any rights, warrants or
          options to acquire any such shares or other equity securities;

               (ii) issue, sell, grant, pledge or otherwise encumber any shares
          of its capital stock or other equity securities, any other voting
          securities or any securities convertible into, or any rights, warrants
          or options to acquire, any such shares or other equity securities,
          voting securities or convertible securities other than upon the
          exercise of options or warrants issued by it and outstanding on the
          date of this Agreement;

               (iii) acquire, in any transaction or a series of related
          transactions, by merger or otherwise, (x) any business or any
          corporation, partnership, joint venture, association or other business
          organization or division thereof or substantially all of the assets of
          any of the foregoing, or (y) any assets that are material,
          individually or in the aggregate, to the Subject Companies and the
          Subject Company Subsidiaries taken as a whole, except purchases of
          investment assets in the ordinary course of business consistent with
          past practice, except in each case for such transactions among Subject
          Companies and any Subject Company Subsidiaries;

               (iv) sell, lease, license, mortgage or otherwise encumber or
          subject to any Lien or otherwise dispose of any of its properties or
          assets that are material to any Subject Company and its subsidiaries
          taken as a whole, except in the ordinary course of business consistent
          with past practice;

               (v) amend or propose any change to its Organizational Documents;

               (vi) (x) incur any indebtedness for borrowed money or guarantee
          or otherwise become responsible for any such indebtedness of another
          Person, other than indebtedness in an amount less than $5,000,000
          individually or $15,000,000 in the aggregate, other than in the
          ordinary course of business consistent with past practice and other
          than indebtedness owing to or guarantees of indebtedness owing to such
          Subject Company or any direct or indirect wholly-owned subsidiary of
          such Subject Company (it being understood that such Subject


                                      -29-



          Company's guarantee of the performance of a Subject Company Subsidiary
          to a third party customer or vendor shall not constitute an incurrence
          of indebtedness under this subsection), or (y) make any material
          loans, advances or capital contributions to, or investments in, any
          other Person, other than to such Subject Company or to any direct or
          indirect wholly-owned subsidiary of such Subject Company and routine,
          immaterial advances to employees and other than purchases of
          investment assets in the ordinary course of business consistent with
          past practice;

               (vii) except in accordance with such Subject Company's or Subject
          Company Subsidiary's budget as of the date hereof, make or agree to
          make any new capital expenditure or expenditures which, individually,
          involves payments of in excess of $5,000,000 or, in the aggregate,
          involve payments of in excess of $15,000,000;

               (viii) make any tax election or settle or compromise any income
          tax Liability that, individually or in the aggregate, would reasonably
          be expected to have an FNF Material Adverse Effect;

               (ix) pay, discharge, settle or satisfy any claims, liabilities or
          obligations (absolute, accrued, asserted or unasserted, contingent or
          otherwise), other than the payment, discharge or satisfaction, in the
          ordinary course of business consistent with past practice or in
          accordance with their terms, of liabilities reflected or reserved
          against in, or contemplated by, the Subject Company Financial
          Statements as at and for the year ended December 31, 2005 or incurred
          since December 31, 2005 in the ordinary course of business consistent
          with past practice, or in amounts not in excess of $5,000,000 in each
          case;

               (x) settle or compromise any action, suit or other litigation or
          claim arising out of the transactions contemplated hereby;

               (xi) make any change in accounting and, in the case of any FNF
          Insurance Company, underwriting or actuarial methods, principles or
          practices used by such Subject Company or Subject Company Subsidiary
          materially affecting its assets, liabilities or business, including
          any change with respect to establishment of reserves for unearned
          premiums, losses and loss adjustment expenses, except insofar as may
          be required by law or by a change in applicable accounting principles;

               (xii) other than in the ordinary course of business consistent
          with past practice, cancel, modify or waive any material debts or
          claims held by it or waive any material rights under any material
          contract to which such Subject Company or Subject Company Subsidiary
          is a party; or

               (xiii) authorize any of, or commit or agree to take any of, the
          foregoing actions.


                                      -30-



          (b) Conduct of Business by FNF. Except as specifically contemplated by
     this Agreement or as required by applicable law or as set forth on Section
     4.1(b) of the Disclosure Schedule, during the period from the date of this
     Agreement to the Closing, FNF shall carry on its business only in the
     ordinary and usual course of business consistent with past practice.
     Without limiting the generality of the foregoing, during the period from
     the date of this Agreement to the Closing, except as set forth on Section
     4.1(b) of the Disclosure Schedule or as otherwise expressly required by or
     provided for in this Agreement, FNF shall not, without the prior consent of
     FNT, which shall not be unreasonably withheld or delayed:

               (i) (x) declare, set aside or pay any dividends on, or make any
          other distributions (whether in cash, stock or property) in respect
          of, any of its outstanding capital stock or other equity securities,
          other than ordinary quarterly cash dividends consistent with past
          practice, or (y) except as required by the terms of any agreement,
          arrangement or plan in effect as of the date hereof, purchase, redeem
          or otherwise acquire any shares of outstanding capital stock or other
          equity securities or any rights, warrants or options to acquire any
          such shares or other equity securities;

               (ii) acquire, in any transaction or a series of related
          transactions, by merger or otherwise, (x) any business or any
          corporation, partnership, joint venture, association or other business
          organization or division thereof or substantially all of the assets of
          any of the foregoing, or (y) any assets the acquisition of which would
          result in a material change in the Other Assets;

               (iii) make any tax election or settle or compromise any income
          tax Liability that, individually or in the aggregate, would reasonably
          be expected to have an FNF Material Adverse Effect;

               (iv) pay, discharge, settle or satisfy any claims, liabilities or
          obligations (absolute, accrued, asserted or unasserted, contingent or
          otherwise), other than the payment, discharge or satisfaction, in the
          ordinary course of business consistent with past practice or in
          accordance with their terms, of liabilities reflected or reserved
          against in, or contemplated by, the balance sheet as of December 31,
          2005 included in the Unconsolidated FNF Financial Statements or
          incurred since December 31, 2005 in the ordinary course of business
          consistent with past practice, or in amounts not in excess of
          $10,000,000 in each case;

               (v) settle or compromise any action, suit or other litigation or
          claim arising out of the transactions contemplated hereby;

               (vi) acquire any equity securities issued by FIS;

               (vii) acquire any equity securities issued by FNT;

               (viii) loan or contribute funds to, or acquire any shares of
          capital stock of, National Title Insurance of New York, Inc.;


                                      -31-



               (ix) other than in the ordinary course of business consistent
          with past practice, cancel, modify or waive any material debts or
          claims held by it or waive any material rights under any material
          contract to which FNF is a party; or

               (x) authorize any of, or commit or agree to take any of, the
          foregoing actions.

          (c) Conduct of Business by FNT. Except as specifically contemplated by
     this Agreement or as required by applicable law or as set forth on Section
     4.1(c) of the Disclosure Schedule, during the period from the date of this
     Agreement to the Closing, FNT shall, and shall cause the FNT Subsidiaries
     to, carry on its and their respective businesses only in the ordinary and
     usual course of business consistent with past practice and, to the extent
     consistent therewith, use all reasonable efforts to preserve intact its and
     their respective current business organizations, keep available the
     services of its and their current officers and employees and preserve its
     and their relationships with Governmental Entities, customers, suppliers,
     distributors, creditors, lessors, agents, insureds, reinsureds and others
     having business dealings with it and them to the end that its and their
     goodwill and ongoing businesses shall be unimpaired at the Closing. Without
     limiting the generality of the foregoing, during the period from the date
     of this Agreement to the Closing, except as set forth on Section 4.1(c) of
     the Disclosure Schedule or as otherwise expressly required by or provided
     for in this Agreement, FNT shall not, and shall not permit any of the FNT
     Subsidiaries to, without the prior consent of FNF, which shall not be
     unreasonably withheld or delayed:

               (i) (x) declare, set aside or pay any dividends on, or make any
          other distributions (whether in cash, stock or property) in respect
          of, any outstanding capital stock or other equity securities of FNT or
          such FNT Subsidiary, other than ordinary quarterly cash dividends
          consistent with past practice, (y) split, combine or reclassify any of
          its outstanding capital stock or other equity securities or issue or
          authorize the issuance of any other securities in respect of, in lieu
          of or in substitution for shares of its outstanding capital stock or
          other equity securities or (z) purchase, redeem or otherwise acquire
          any shares of outstanding capital stock or other equity securities or
          any rights, warrants or options to acquire any such shares or other
          equity securities;

               (ii) issue, sell, grant, pledge or otherwise encumber any shares
          of its capital stock, any other voting securities or any securities
          convertible into, or any rights, warrants or options to acquire, any
          such shares, voting securities or convertible securities, other than
          upon the exercise of options outstanding under the FNT Stock Plan on
          the date of this Agreement;

               (iii) acquire, in any transaction or a series of related
          transactions, by merger or otherwise, (x) any business or any
          corporation, partnership, joint venture, association or other business
          organization or division thereof, or substantially all of the assets
          of any of the foregoing, or (y) any assets that are material,
          individually or in the aggregate, to FNT or any FNT Subsidiary, except
          purchases of investment assets in the ordinary course of business
          consistent with


                                      -32-



          past practice, except, in each case, for such transactions among FNT
          and any FNT Subsidiary or between FNT Subsidiaries;

               (iv) sell, lease, license, mortgage or otherwise encumber or
          subject to any Lien or otherwise dispose of any of its properties or
          assets that are material to FNT or any FNT Subsidiary, except in the
          ordinary course of business consistent with past practice;

               (v) amend or propose any change to its Organizational Documents;

               (vi) (x) incur any indebtedness for borrowed money or guarantee
          or otherwise become responsible for any such indebtedness of another
          Person, other than indebtedness in an amount less than $25,000,000
          individually or $50,000,000 in the aggregate, other than in the
          ordinary course of business consistent with past practice and other
          than indebtedness owing to or guarantees owing to FNT or any direct or
          indirect wholly-owned subsidiary of FNT (it being understood that
          FNT's guarantee of the performance of an FNT Subsidiary to a third
          party customer or vendor shall not constitute an incurrence of
          indebtedness under this subsection) or (y) make any material loans,
          advances or capital contributions to, or investments in, any other
          Person, other than to FNT or to any direct or indirect wholly-owned
          subsidiary of FNT and routine, immaterial advances to employees and
          other than purchases of investment assets in the ordinary course of
          business consistent with past practice;

               (vii) except in accordance with FNT's or such FNT Subsidiary's
          budget as of the date hereof, make or agree to make any new capital
          expenditure or expenditures which, individually, involves payments of
          in excess of $10,000,000 or, in the aggregate, involve payments of in
          excess of $25,000,000 or has not, prior to the date hereof, been
          budgeted by FNT or such FNT Subsidiary and approved by its board of
          directors;

               (viii) make any tax election or settle or compromise any income
          tax Liability that, individually or in the aggregate, would reasonably
          be expected to have an FNT Material Adverse Effect, except in the
          ordinary course of business consistent with past practice;

               (ix) pay, discharge, settle or satisfy any claims, liabilities or
          obligations (absolute, accrued, asserted or unasserted, contingent or
          otherwise), other than the payment, discharge or satisfaction, in the
          ordinary course of business consistent with past practice or in
          accordance with their terms, of liabilities reflected or reserved
          against in, or contemplated by, the audited consolidated and combined
          financial statements (or the notes thereto) of FNT as at and for the
          year ended December 31, 2005 or incurred since December 31, 2005 in
          the ordinary course of business consistent with past practice, or in
          amounts not in excess of $10,000,000 in each case;


                                      -33-



               (x) settle or compromise any action, suit or other litigation or
          claim arising out of the transactions contemplated hereby;

               (xi) make any change in accounting, underwriting or actuarial
          methods, principles or practices used by FNT or any of the FNT
          Subsidiaries materially affecting its assets, liabilities or business,
          including any change with respect to establishment of reserves for
          unearned premiums, losses and loss adjustment expenses, except insofar
          as may be required by law or by a change in applicable accounting
          principles;

               (xii) other than in the ordinary course of business consistent
          with past practice, cancel, modify or waive any material debts or
          claims held by it or waive any material rights under any material
          contract to which FNT or any FNT Subsidiary is a party; or

               (xiii) authorize any of, or commit or agree to take any of, the
          foregoing actions.

          SECTION 4.2. Advice of Changes. During the period from the date of
this Agreement until the Closing, FNF shall give prompt notice to FNT, and FNT
shall give prompt notice to FNF, of any event, condition or circumstance of
which it becomes aware that would constitute a violation or breach of this
Agreement by it; provided, however, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties or the
conditions to the obligations of the parties under this Agreement.

                                   ARTICLE V

                              ADDITIONAL AGREEMENTS

          SECTION 5.1. Preparation of Form S-1 and the Information Statement;
Preparation of Form S-8.

          (a) As soon as practicable following the date of this Agreement, FNT
     shall prepare, in consultation with FNF, and file with the SEC the Form S-1
     (if necessary) and the Information Statement. FNT shall use its reasonable
     best efforts to respond promptly after consultation with FNF to any
     comments of the SEC or its staff and to have the Form S-1 declared
     effective under the Securities Act as promptly as practicable after such
     filing. FNT shall use its reasonable best efforts to cause the Information
     Statement to be mailed to FNT's stockholders as promptly as practicable.
     FNT shall also take, in consultation with FNF, any action (other than
     qualifying to do business in any jurisdiction in which it is not now so
     qualified) required to be taken under any applicable state securities laws
     in connection with the issuance of the FNT Shares, the Spin-off, the
     issuance of the Replacement Options and Replacement Restricted Shares (as
     defined herein) and the adoption of the FNT Stock Plan Amendment. FNT shall
     not mail or use the Information Statement or any amendment or supplement
     thereto or any prospectus included in the Form S-1 or any amendment or
     supplement thereto without the prior approval of FNF of


                                      -34-



     the form and content thereof, which approval will not be unreasonably
     withheld or delayed.

          (b) As soon as practicable following the completion of the Spin-off,
     FNT shall prepare, in consultation with FNF, and file with the SEC the Form
     S-8.

          SECTION 5.2. Treatment of FNF Equity Awards. In connection with the
Spin-off, each of FNF and FNT shall cooperate and take all actions necessary,
including seeking requisite stockholder approval, if necessary, to provide that
outstanding equity awards held by employees and directors of FNF who after the
Spin-off will be employed by or serve as a director of FNT or any FNT Subsidiary
(the "FNT Service Providers") will be treated as follows:

          (a) Options. As of the effective time of the Spin-off, each
     outstanding option to purchase shares of FNF common stock (an "FNF Option")
     held by an FNT Service Provider will be replaced with an option to purchase
     shares of FNT Class A Common Stock (a "Replacement Option") granted under
     the FNT Stock Plan. Each Replacement Option shall be exercisable for a
     number of shares of FNT Class A Common Stock calculated by multiplying the
     number of shares of FNF common stock subject to such FNF Option as of the
     effective time of the Spin-off by the Option Exchange Number, rounding down
     to the nearest whole number. The "Option Exchange Number" shall equal the
     closing price of a share of FNF common stock on the business day
     immediately preceding the date that the Spin-off is consummated divided by
     the closing price of a share of FNT Class A Common Stock on the date that
     the Spin-off is consummated (or, if the Spin-off is consummated after the
     close of trading on the NYSE on such date, on the next business day
     following such date), rounded to the nearest ten thousandth. The exercise
     price for each share of FNT Class A Common Stock under a Replacement Option
     shall be calculated by dividing the exercise price for one share of FNF
     common stock under the related FNF Option as of the effective time of the
     Spin-off by the Option Exchange Number, rounding up to the nearest whole
     cent. No vesting schedule for any Replacement Option shall be modified as a
     result of the transaction contemplated hereby. Notwithstanding the
     foregoing, 50% of all FNF Options held as of the effective time of the
     Spin-off by any Dual Service Provider (other than the FNF Options that are
     subject to the Option Letter Agreement) will be replaced with Replacement
     Options, and the remaining 50% of the FNF Options (other than the FNF
     Options that are subject to the Option Letter Agreement) held by such Dual
     Service Provider will be assumed by FIS pursuant to the FIS Merger
     Agreement. The replacement of FNF Stock Options pursuant to this Section
     5.2(a) shall in all circumstances satisfy Section 1.409A-1(b)(5)(v)(D) of
     the Proposed Regulations under Section 409A of the Code or any future
     guidance promulgated or issued thereunder.

          (b) Restricted Stock.

               (i) Each holder as of the Record Date of a share of FNF common
          stock which when issued was subject to forfeiture under an FNF stock
          plan and which remains subject to forfeiture as of the effective time
          of the Spin-off (an "FNF Restricted Share"), shall receive the
          Spin-off dividend pursuant to Section 5.15; provided, however, that
          such Spin-off dividend shall be subject to the same


                                      -35-



          terms, conditions and restrictions applicable to its corresponding FNF
          Restricted Share based upon continued service with FNT and its
          affiliates.

               (ii) Immediately prior to the effective time of the Spin-off,
          each FNF Restricted Share held by an FNT Service Provider will be
          forfeited by such FNT Service provider and, as of the effective time
          of the Spin-off, FNT shall issue in replacement of such FNF Restricted
          Share, a number of restricted shares of FNT Class A Common Stock (a
          "Replacement Restricted Share") calculated by multiplying the number
          of such FNF Restricted Shares by the Restricted Share Exchange Number,
          rounding down to the nearest whole number. The "Restricted Share
          Exchange Number" shall equal the product of A divided by B, where A
          equals the closing price of a share of FNF common stock on the
          business day immediately preceding the date that the Spin-off is
          consummated minus the closing price of a share of FNT Class A Common
          Stock on the business day immediately preceding the date that the
          Spin-off is consummated, and B equals the closing price of a share of
          FNT Class A Common Stock on the date that the Spin-off is consummated
          (or, if the Spin-off is consummated after the close of trading on the
          NYSE on such date, on the next business day following such date),
          rounded to the nearest ten thousandth. Each Replacement Restricted
          Share shall be subject to the same terms, conditions and restrictions
          applicable to its corresponding FNF Restricted Share based upon
          continued service with FNT and its affiliates. Notwithstanding the
          foregoing, 50% of FNF Restricted Shares held as of the effective time
          of the Spin-off by any Dual Service Provider will be canceled and
          replaced with Replacement Restricted Shares in accordance with the
          foregoing, and the remaining 50% of the FNF Restricted Shares held by
          such Dual Service Provider shall be converted into restricted shares
          of FIS Common Stock pursuant to the FIS Merger Agreement.

          (c) Vesting. Except as may be otherwise set forth in any employment
     agreement entered into by FNF with any of its employees with respect to FNF
     Options, FNF shall take all necessary action to ensure that the vesting of
     outstanding FNF Options under FNF equity compensation plans is not
     accelerated by the occurrence of the Asset Contribution, the Spin-off or
     the FIS Merger, including by making any necessary amendments to such equity
     plans or obtaining any required consents of plan participants.

          SECTION 5.3. Employee Benefits. FNT agrees to (i) provide coverage for
employees of FNF and the Subject Companies who become employees of FNT or a FNT
Subsidiary under its medical, dental and health plans as of the Closing Date,
(ii) waive any preexisting conditions, waiting periods and actively at work
requirements under such plans, and (iii) cause such plans to honor any expenses
incurred by the employees and their beneficiaries under similar plans of FNF and
the Subject Companies during the portion of the calendar year in which the
Closing occurs but prior to the Closing Date for purposes of satisfying
applicable deductible, co-insurance and maximum out-of-pocket expenses. FNT will
cause any FNT Benefit Plan (and any other employee benefit plans established by
FNT after the date hereof) in which the employees of FNF and the Subject
Companies are eligible to participate after the Effective Time to take into
account for purposes of eligibility, vesting and benefit accrual thereunder
(but, in respect of benefit accrual, only to the extent it would not result in a


                                      -36-



duplication of benefits for the same period of service), service with FNF and
its Subsidiaries as if such service were with FNT, to the same extent such
service was credited under a comparable plan of FNF or any of the Subject
Companies prior to the Closing Date. With respect to (i) all FNF employee
benefit plans within the meaning of Section 3(3) of ERISA, including the
Fidelity National Financial Group 401(k) Profit Sharing Plan, and (ii) the FNF
Employee Stock Purchase Plan, FNF shall, to the extent any such plan is not
terminated (and all assets distributed and all liabilities satisfied) prior to
the Closing Date, cause the sponsorship of such plans to be transferred to FNT
on or prior to the Closing Date, together with all insurance policies, bonds,
and trust, services and other agreements relating to such plans, and FNT agrees
to assume, or cause a FNT Subsidiary to assume such plans and liabilities.

          SECTION 5.4. FNT Stockholders Meeting. FNT shall use reasonable best
efforts to take all action necessary in accordance with applicable law and its
Organizational Documents to convene a meeting of its stockholders (the "FNT
Stockholders Meeting") as promptly as practicable to consider and vote upon the
approval of (i) the issuance of the FNT Shares, (ii) the adoption of the FNT
Stock Plan Amendment and (iii) the adoption of the Amended and Restated
Articles. FNT shall, through its board of directors, recommend to its
stockholders approval of the foregoing matters. FNF agrees to vote the shares of
FNT Common Stock held by it in favor of approval of the foregoing matters at the
FNT Stockholders Meeting.

          SECTION 5.5. Access to Information.

          (a) FNT shall afford to FNF and the officers, employees, counsel,
     financial advisors, accountants, actuaries and other representatives
     ("Representatives") of FNF reasonable access during normal business hours
     during the period prior to the Closing to all of its properties, books,
     contracts, commitments, personnel and records and, during such period, FNT
     shall furnish as promptly as practicable to FNF such information concerning
     its business, properties, financial condition, operations and personnel as
     FNF may from time to time reasonably request.

          (b) FNF shall afford to FNT and the Representatives of FNT reasonable
     access during normal business hours during the period prior to the Closing
     to all of the properties, books, contracts, commitments, personnel and
     records of the Subject Companies or relating to the Other Assets and the
     Assumed Liabilities and, during such period, FNF shall furnish as promptly
     as practicable to FNT such information concerning the business, properties,
     financial condition, operations and personnel of the Subject Companies or
     relating to the Other Assets and the Assumed Liabilities as FNT may from
     time to time reasonably request.

          (c) Each party agrees that its officers will confer on a regular and
     frequent basis with the officers of the other party with respect to their
     respective operations, provided that the parties will not confer on any
     matter to the extent inconsistent with applicable law.

          (d) After the Closing, upon reasonable notice, each party (the
     "Providing Party") shall furnish or cause to be furnished to the other
     party (the "Requesting Party") and its Representatives during normal
     business hours and at the expense of the


                                      -37-



     Requesting Party such assistance and access to information, including all
     original agreements, documents, books, records and files, of the Providing
     Party and its subsidiaries as the Requesting Party shall reasonably request
     in connection with financial reporting and accounting matters, the
     preparation of and filing of any tax returns, reports or forms or the
     defense of any tax claim or assessment, the preparation and filing of
     reports and other filings with any Governmental Entity or any other
     reasonable purpose, provided that such assistance and access does not
     unreasonably disrupt the normal operations of the Providing Party or any of
     its subsidiaries. Except as required by applicable law, all confidential
     information of the Providing Party so obtained by the Requesting Party
     shall be kept confidential by the Requesting Party.

          SECTION 5.6. Reasonable Best Efforts. Upon the terms and subject to
the conditions and other agreements set forth in this Agreement, each of the
parties agrees to use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other party in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

          SECTION 5.7. Public Announcements. FNT and FNF shall consult with each
other before issuing, and provide each other with the opportunity to review and
comment upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement, and shall not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by applicable law, court process or by obligations pursuant to
any listing agreement with any national securities exchange (in which case the
party subject to such obligations shall advise the other party of such
requirement).

          SECTION 5.8. Consents, Approvals and Filings. FNF and FNT shall use
reasonable best efforts to make and cause their respective subsidiaries to make
all necessary filings, as soon as practicable, including those required under
the Securities Act, the Exchange Act, state securities laws and state insurance
laws in order to facilitate prompt consummation of the transactions contemplated
by this Agreement. In addition, FNF and FNT shall each use its reasonable best
efforts, and shall cooperate fully with each other (i) to comply as promptly as
practicable with all governmental requirements applicable to the transactions
contemplated by this Agreement and (ii) to obtain as promptly as practicable all
necessary permits, orders or other consents, approvals or authorizations of
Governmental Entities and consents or waivers of all third parties necessary or
advisable for the consummation of the transactions contemplated by this
Agreement. Each of FNF and FNT shall use its reasonable best efforts to provide
such information and communications to Governmental Entities as such
Governmental Entities may reasonably request. Each of FNF and FNT shall provide
to the other party copies of all applications at least three business days in
advance of filing or submission of such applications to Governmental Entities in
connection with this Agreement.

          SECTION 5.9. Directors and Officers. FNT shall cause (a) the
membership of the board of directors of FNT to be as set forth on Section 5.9(a)
of the Disclosure Schedule and (b) each individual listed on Section 5.9(b) of
the Disclosure Schedule to hold the office or offices set forth thereon opposite
such individual's name, in each case effective upon the consummation of the
Closing. In the event that any person listed on Section 5.9(a) or 5.9(b) of


                                      -38-



the Disclosure Schedule is unwilling or unable to serve in the capacity
indicated, FNF and FNT shall mutually agree upon a substitute for such person.

          SECTION 5.10. Section 16 Matters. Each of FNF and FNT and their
respective boards of directors (and any committees thereof) shall adopt such
resolutions as are necessary for purposes of Rule 16b-3 under the Exchange Act
to specifically approve any acquisitions or dispositions of equity securities of
FNF or FNT (including derivative securities) in connection with this Agreement,
in each case by each officer or director of FNF or FNT who is subject to the
reporting requirements of Section 16(a) of the Exchange Act with respect to FNF
or FNT, as the case may be.

          SECTION 5.11. Related Party Agreements.

          (a) FNT and FNF shall, and shall cause their respective subsidiaries
     that are party to any of the agreements listed on Section 5.11 of the
     Disclosure Schedule (the "Related Party Agreements") to, enter into the
     amendments to the Related Party Agreements described in Section 5.11 of the
     Disclosure Schedule, which amendments shall be effective at or prior to the
     Closing.

          (b) At or prior to the Closing, FNT shall, and FNF shall cause FIS to,
     enter into the Cross-Indemnity Agreement, which shall be effective as of
     the Closing.

          (c) At or prior to the Closing, FNT and FNF shall, and FNF shall cause
     FIS to, enter into the Tax Disaffiliation Agreement, which shall be
     effective as of the Closing.

          SECTION 5.12. Certain Contributions.

          (a) Prior to the Closing, FNT shall contribute all the shares of
     capital stock of the FNT Subsidiaries held by FNT to a newly-formed,
     wholly-owned subsidiary of FNT.

          (b) Prior to the Closing, FNF shall contribute to FIS all the shares
     of capital stock of National Title Insurance of New York, Inc.

          SECTION 5.13. Amended and Restated Articles. Immediately after the
consummation of the FIS Merger, FNT shall file the Amended and Restated Articles
with the Secretary of State for the State of Delaware, such Amended and Restated
Articles to be effective upon such filing.

          SECTION 5.14. Intercompany Agreements. At or prior to the Closing, FNF
and FNT shall cause all of the agreements listed on Section 5.15 of the
Disclosure Schedule (the "Intercompany Agreements") to be terminated.

          SECTION 5.15. Spin-off.

          (a) Immediately following the FNT Stockholders Meeting, the board of
     directors of FNF shall approve and formally declare the Spin-off dividend
     (the "Spin-off Declaration") and set the Record Date. Immediately following
     the Closing, FNF shall deliver to Continental Stock Transfer & Trust
     Company (the "Transfer Agent")


                                      -39-



     certificates representing the shares of FNT Class A Common Stock to be
     delivered to the holders of FNF common stock entitled thereto in connection
     with the Spin-off, and immediately prior to the consummation of the FIS
     Merger, the Transfer Agent shall distribute to each holder (other than FNF
     or any FNF Subsidiary) of record of common stock of FNF, as of the close of
     business on the record date designated by or pursuant to the authorization
     of the board of directors of FNF, such number of shares of FNT Class A
     Common Stock as shall be determined in accordance with the formula set
     forth in the Spin-off Declaration.

          (b) FNT agrees to take any and all actions and enter into any and all
     agreements and arrangements reasonably requested by FNF to facilitate the
     Spin-off (no matter the form of the Spin-off), including with respect to
     the matters set forth in Sections 5.1 and 5.20 of this Agreement, and to
     cooperate with FNF in connection with the Spin-off. FNT shall use its
     reasonable best efforts to cause its Representatives to cooperate with FNF
     in connection with the Spin-off, including making FNT executives available
     for any roadshow presentations, providing any indemnities and causing
     comfort letters, legal opinions and disclosure letters required by FNF to
     be provided in connection therewith and shall take all actions necessary or
     desirable to cause such documents to be in customary form.

          (c) No certificates representing fractional shares of FNT Class A
     Common Stock will be distributed in the Spin-off. As soon as practicable
     after the consummation of the Spin-off, FNT shall direct the Transfer Agent
     to determine the number of whole shares and fractional shares of FNT Class
     A Common Stock allocable to each holder of record or beneficial owner of
     FNF Common Stock otherwise entitled to fractional shares of FNT Class A
     Common Stock, to aggregate all such fractional shares and sell the whole
     shares obtained thereby, in open market transactions or otherwise, in each
     case at then prevailing trading prices, and to cause to be distributed to
     each such holder or for the benefit of each such beneficial owner to which
     a fractional share shall be allocable such holder or owner's ratable share
     of the proceeds of such sale, after making appropriate deductions for any
     amount required to be withheld for United States federal income tax
     purposes and to repay expenses reasonably incurred by the Transfer Agent,
     including all brokerage charges, commissions and transfer taxes, in
     connection with such sale. FNT and the Transfer Agent shall use their
     commercially reasonable efforts to aggregate the shares of FNT Class A
     Common Stock that may be held by any beneficial owner thereof through more
     than one account in determining the fractional share allocable to such
     beneficial owner.

          SECTION 5.16. Indemnification and Insurance.

          (a) From and after the Closing, FNT agrees that it will indemnify and
     hold harmless each person who is, or has been at any time prior to the date
     hereof or who becomes prior to the Closing, (i) an officer or director of
     FNF or (ii) an officer or director of any other enterprise at the request
     of FNF (the "Indemnified Parties"), in respect of all acts or omissions
     occurring at or prior to the Closing (including in respect of the
     transactions contemplated by this Agreement), to the same extent provided
     under the Organizational Documents of FNF as in effect on the date hereof;
     provided that such


                                      -40-



     indemnification shall be subject to any limitation imposed from time to
     time under applicable law. Each Indemnified Party shall be entitled to
     advancement of expenses, provided such Indemnified Party provides an
     undertaking to repay such advances if it is ultimately determined that such
     Indemnified Party is not entitled to indemnification. Any determination to
     be made as to whether any Indemnified Party has met any standard of conduct
     imposed by law shall be made by legal counsel reasonably acceptable to such
     Indemnified Party and FNT, retained at FNT's expense.

          (b) FNT shall purchase and maintain for a period of not less than six
     years from the Closing Date a directors' and officers' insurance and
     indemnification policy providing coverage for events occurring prior to the
     Closing (the "New D&O Insurance") for all Persons who are directors,
     officers or employees of FNF or any subsidiary on the date of this
     Agreement (other than for any director, officer or employee of FIS or any
     subsidiary of FIS acting in his or her capacity as such). The New D&O
     Insurance shall (i) provide coverage substantially the same as that
     provided under the directors' and officers' insurance and indemnification
     policy currently maintained for the benefit of such Persons (the "Existing
     D&O Insurance"), (ii) be issued by an issuer that has a claims-paying
     rating at least equal to that of the issuer of the Existing D&O Insurance,
     and (iii) be on terms and subject to conditions that are no less
     advantageous to such Persons than the Existing D&O Insurance to the extent
     commercially available.

          (c) FNT agrees to pay all costs and expenses (including fees and
     expenses of counsel) that may be incurred by any Indemnified Parties in
     successfully enforcing the indemnity or other obligations of FNT under this
     Section 5.16. The provisions of this Section 5.16 are intended to be for
     the benefit of, and shall be enforceable by, each of the Indemnified
     Parties, their heirs and their representatives. This Section 5.16 shall not
     limit any other indemnification rights any Indemnified Party may have
     against FNF or any subsidiary.

          (d) In the event that FNT or any of its successors or assigns (i)
     consolidates or merges into any other Person and is not the continuing or
     surviving corporation or entity of such consolidation or merger or (ii)
     transfers or conveys all or substantially all of its properties and assets
     to any Person, then, and in each such case, proper provision will be made
     so that the successors and assigns of FNT assume the obligations set forth
     in this Section 5.16.

          SECTION 5.17. NYSE Listing. FNT shall use its reasonable best efforts
to cause the shares of FNT Class A Common Stock (i) constituting the FNT Shares
and (ii) to be reserved for issuance upon conversion of the Replacement Options,
to be authorized for listing on the New York Stock Exchange subject to official
notice of issuance, prior to the Closing Date.

          SECTION 5.18. Conversion of FNT Class B Common Stock. Concurrently
with the Closing, and immediately prior to the consummation of the Spin-off in
accordance with Section 5.15, FNF shall convert all shares of FNT Class B Common
Stock held by it into shares of FNT Class A Common Stock in the manner set forth
in the articles of incorporation of FNT in effect prior to the amendment thereof
contemplated by this Agreement, and FNT shall deliver to FNF a certificate or
certificates representing such shares of FNT Class A Common Stock and


                                      -41-



shall do all things necessary and proper to give effect to and record such
conversion in the books and records of FNT.

          SECTION 5.19. Repayment of Promissory Notes. Prior to the Closing, FNF
shall repay the outstanding principal and interest owing under the intercompany
promissory notes referred to in item 10 of Section 4.1(c) of the Disclosure
Schedule.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

          SECTION 6.1. Conditions Precedent to Each Party's Obligations. The
respective obligations of each party to consummate the transactions contemplated
hereby are subject to the satisfaction on or prior to the Closing Date of the
following conditions:

          (a) Governmental and Regulatory Consents. All filings required to be
     made prior to the Closing with, and all consents, approvals, permits and
     authorizations required to be obtained prior to the Closing from,
     Governmental Entities, including those set forth in Sections 3.1(c) and
     3.2(c) of the Disclosure Schedule, in connection with the execution and
     delivery of this Agreement and the consummation of the transactions
     contemplated hereby shall have been made or obtained (as the case may be),
     and such consents, approvals, permits and authorizations shall be subject
     to no conditions other than (i) conditions customarily imposed by insurance
     regulatory authorities or (ii) other conditions that would not,
     individually or in the aggregate, reasonably be expected to have an FNF
     Material Adverse Effect or an FNT Material Adverse Effect. With respect to
     any notifications required pursuant to the HSR Act in connection with this
     Agreement, the applicable waiting period and any extensions thereof shall
     have expired or been terminated.

          (b) No Injunctions or Restraints. No temporary restraining order,
     preliminary or permanent injunction or other order issued by any
     Governmental Entity of competent jurisdiction or other legal restraint or
     prohibition preventing the consummation of the transactions contemplated
     hereby shall be in effect and no Governmental Entity of competent
     jurisdiction shall have enacted, issued, promulgated, enforced or entered
     any law deemed applicable to the transactions contemplated hereby
     individually or in the aggregate resulting in, or that is reasonably likely
     to result in, any of the foregoing; provided, however, that the party
     invoking this condition shall have used reasonable efforts to have any such
     order or injunction vacated.

          (c) FNT Stockholder Approval. The issuance of the FNT Shares, the
     adoption of the FNT Stock Plan Amendment and the adoption of the Amended
     and Restated Articles shall have been approved or adopted, as the case may
     be, by the affirmative vote of the stockholders of FNT by the requisite
     vote in accordance with the Delaware General Corporation Law and the
     requirements of the New York Stock Exchange Listed Company Manual.


                                      -42-



          (d) Form S-1. The Form S-1 shall have become effective under the
     Securities Act and shall not be the subject of any stop order and no
     proceedings for that purpose shall have been initiated or threatened by the
     SEC.

          (e) FIS Merger Agreement. The FIS Merger Agreement shall be in full
     force and effect, all of the conditions to the consummation of the FIS
     Merger contemplated thereby shall have been satisfied or waived (other than
     the occurrence of the Spin-off) and FNF and FIS shall be ready to complete
     the FIS Merger immediately after the effective time of the Spin-off.

          (f) Amendment of Related Party Agreements. The Related Party
     Agreements shall have been amended in accordance with Section 5.11.

          (g) Termination of Intercompany Agreements. FNF and FNT shall have
     terminated all of the Intercompany Agreements.

          SECTION 6.2. Conditions Precedent to Obligations of FNT. The
obligations of FNT to consummate the transactions contemplated hereby are
further subject to the satisfaction on or prior to the Closing Date of the
following conditions, any one or more of which may be waived by FNT to the
extent permitted by applicable law:

          (a) Representations and Warranties. The representations and warranties
     of FNF set forth in this Agreement shall be true and correct (without
     regard to any qualifications or references to FNF Material Adverse Effect,
     Subject Company Material Adverse Effect, "material", "knowledge" or any
     other materiality or knowledge qualifications or references contained in
     any specific representation or warranty), in each case as of the date of
     this Agreement and as of the Closing Date as though made on and as of the
     Closing Date, except (i) to the extent any such representation and warranty
     speaks as of an earlier date, in which event such representation and
     warranty shall be true and correct as of such date, and (ii) where any
     failure of the representations or warranties in the aggregate to be true
     and correct would not reasonably be expected to have an FNF Material
     Adverse Effect, provided that the representations and warranties of FNF
     made in Section 3.1(b), the first sentence of Section 3.1(a) and the first,
     second and third sentences of Section 3.1(c) shall be true and correct in
     all material respects. FNT shall have received a certificate dated as of
     the Closing Date and signed on behalf of FNF by a duly authorized executive
     officer of FNF confirming, to such officer's knowledge, the matters set
     forth in this Section 6.2(a) and Sections 6.2(f) and 6.2(g).

          (b) Performance of Obligations of FNF. FNF shall have complied with or
     performed in all material respects all covenants and agreements required by
     this Agreement to be complied with or performed by it under this Agreement
     at or prior to the Closing Date, and FNT shall have received a certificate
     dated as of the Closing Date and signed on behalf of FNF by a duly
     authorized executive officer of FNF to such effect.

          (c) Third-Party Consents and Waivers. All consents and waivers
     required to be obtained by FNF from third parties other than Governmental
     Entities in connection with the consummation of the transactions
     contemplated hereby shall have been obtained,


                                      -43-



     other than those which, if not obtained, individually or in the aggregate,
     would not have an FNF Material Adverse Effect.

          (d) Other Agreements. FIS shall have executed and delivered the
     Cross-Indemnity Agreement and FNF and FIS shall have executed and delivered
     the Tax Disaffiliation Agreement.

          (e) Tax Matters. FNF shall have received (i) an opinion of its special
     tax advisor, Deloitte Tax LLP, in substance and form reasonably
     satisfactory to FNT, dated the Closing Date, to the effect that, for U.S.
     federal income tax purposes, the Asset Contribution will qualify as a
     reorganization within the meaning of Section 368(a) of the Code (taking
     into account the Spin-off), and the Spin-off will qualify as a tax-free
     transaction under Section 355 and related provisions of the Code (including
     Section 361(c)(1)) for both FNF and its stockholders, and (ii) from the IRS
     a private letter ruling, in substance and form reasonably satisfactory to
     FNT, that specifically includes rulings 1, 6, 15, 24 and 25 as requested in
     Section VI of the request letter from Deloitte Tax LLP to the IRS dated
     June 2, 2006, or rulings substantially to that effect, and such rulings
     shall be in full force and effect.

          (f) FNF Board Approval of Spin-off. The board of directors of FNF
     shall have adopted the Spin-off Declaration.

          (g) Assumed Liabilities. As of the Closing, the total Assumed
     Liabilities (other than Liabilities subject to indemnification obligations
     by FNT in favor of FNF as of the date of this Agreement) that would be
     reflected on an unconsolidated balance sheet of FNF prepared in accordance
     with GAAP shall not exceed $100,000,000.

          SECTION 6.3. Conditions Precedent to Obligations of FNF. The
obligations of FNF to consummate the transactions contemplated hereby are
further subject to the satisfaction on or prior to the Closing Date of the
following conditions, any one or more of which may be waived by FNF to the
extent permitted by applicable law:

          (a) Representations and Warranties. The representations and warranties
     of FNT set forth in this Agreement shall be true and correct (without
     regard to any qualifications or references to FNT Material Adverse Effect,
     "material", "knowledge" or any other materiality or knowledge
     qualifications or references contained in any specific representation or
     warranty), in each case as of the date of this Agreement and as of the
     Closing Date as though made on and as of the Closing Date, except (i) to
     the extent any such representation and warranty speaks as of an earlier
     date, in which event such representation and warranty shall be true and
     correct as of such date, and (ii) where any failure of the representations
     or warranties in the aggregate to be true and correct would not reasonably
     be expected to have an FNT Material Adverse Effect, and FNF shall have
     received a certificate dated as of the Closing Date and signed on behalf of
     FNT by a duly authorized executive officer of FNT confirming, to such
     officer's knowledge, the matters set forth in this Section 6.3(a).


                                      -44-



          (b) Performance of Obligations of FNT. FNT shall have complied with or
     performed in all material respects all covenants and agreements required by
     this Agreement to be complied with or performed by it under this Agreement
     at or prior to the Closing Date, and FNF shall have received a certificate
     dated as of the Closing Date and signed on behalf of FNT by a duly
     authorized executive officer of FNT to such effect.

          (c) Third-Party Consents and Waivers. All consents and waivers
     required to be obtained by FNT from third parties other than Governmental
     Entities in connection with the consummation of the transactions
     contemplated hereby shall have been obtained, other than those which, if
     not obtained, individually or in the aggregate, would not have an FNT
     Material Adverse Effect.

          (d) Other Agreements. FNT shall have executed and delivered the
     Cross-Indemnity Agreement and the Tax Disaffiliation Agreement.

          (e) NYSE Listing. The shares of FNT Class A Common Stock (i)
     constituting the FNT Shares and (ii) to be reserved for issuance upon
     conversion of the Replacement Options, shall have been authorized for
     listing on the New York Stock Exchange upon official notice of issuance.

          (f) Tax Matters. FNF shall have received (i) an opinion of its special
     tax advisor, Deloitte Tax LLP, in substance and form satisfactory to FNF,
     dated the Closing Date, to the effect that, for U.S. federal income tax
     purposes, the Asset Contribution will qualify as a reorganization within
     the meaning of Section 368(a) of the Code (taking into account the
     Spin-off), and the Spin-off will qualify as a tax-free transaction under
     Section 355 and related provisions of the Code (including Section
     361(c)(1)) for both FNF and its stockholders, and (ii) from the IRS a
     private letter ruling, in substance and form satisfactory to FNF, that
     specifically includes rulings 1, 6, 15, 24 and 25 as requested in Section
     VI of the request letter from Deloitte Tax LLP to the IRS dated June 2,
     2006, or rulings substantially to that effect, and such rulings shall be in
     full force and effect.

                                   ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

          SECTION 7.1. Termination. This Agreement may be terminated and
abandoned at any time prior to the Closing, whether before or after approval of
matters presented in connection with the FNT Stockholders Meeting:

          (a) by mutual written consent of FNT and FNF, as authorized by action
     of the respective special committees of independent members of the boards
     of directors of FNT and FNF;

          (b) by either FNT or FNF:


                                      -45-



               (i) if, upon a vote at the FNT Stockholders Meeting or any
          adjournment or postponement thereof, the FNT Stockholder Approval
          shall not have been obtained;

               (ii) if the Closing shall not have been consummated on or before
          December 31, 2006; provided that the right to terminate this Agreement
          pursuant to this clause (ii) shall not be available to any party that
          has breached in any material respect its obligations under this
          Agreement in any manner that shall have proximately contributed to the
          failure of the Closing to be consummated by such date;

               (iii) if the FIS Merger Agreement shall have been terminated;

               (iv) if any Governmental Entity shall have issued an order,
          decree or ruling or taken any other action permanently enjoining,
          restraining or otherwise prohibiting the transactions contemplated
          hereby and such order, decree, ruling or other action shall have
          become final and nonappealable; or

          (c) by FNF in its sole discretion.

          SECTION 7.2. Effect of Termination. In the event of termination of
this Agreement by either FNF or FNT as provided in Section 7.1, this Agreement
shall forthwith become void and have no effect, without any Liability on the
part of FNF or FNT, other than Section 3.1(m), Section 3.2(m), this Section 7.2
and Article VIII. Nothing contained in this Section 7.2 shall relieve any party
from any Liability resulting from any willful and material breach of any of its
representations, warranties, covenants or agreements set forth in this
Agreement. If FNF terminates this Agreement pursuant to Section 7.1(c), FNF
shall reimburse FNT for all of its reasonable costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby,
including the fees of Banc of America Securities LLC and FNT's attorneys and
accountants and any SEC filing expenses incurred in connection with the FNT
Stockholder Approval.

          SECTION 7.3. Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties, as authorized by
action of the respective special committees of independent members of the boards
of directors of each of the parties.

          SECTION 7.4. Extension; Waiver. At any time prior to the Closing, the
parties may (a) extend the time for the performance of any of the obligations or
other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties of the other parties contained in this Agreement
or in any document delivered pursuant to this Agreement or (c) subject to
Section 7.3, waive compliance with any of the agreements of the other parties
contained in this Agreement. The conditions to each of the parties' obligations
to consummate the transactions contemplated hereby are for the sole benefit of
such party and may be waived by such party in whole or in part. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party.


                                      -46-



The failure of any party to this Agreement to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of such rights.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          SECTION 8.1. Nonsurvival of Representations and Warranties. None of
the representations and warranties in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Closing. This Section 8.1
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Closing.

          SECTION 8.2. Fees and Expenses. Except as otherwise provided in
Section 7.2, prior to the Closing each party hereto shall pay its own fees and
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby. For the
avoidance of doubt, FNT shall bear all SEC registration fees, any state filing
fees, and all printing, mailing, solicitation and other expenses associated with
the Information Statement, the Form S-1 and the FNT Stockholder Vote. All
transfer, documentary, sales, use, stamp, registration and other such taxes and
fees (including penalties and interest) incurred in connection with the
transactions contemplated by this Agreement shall be paid by FNT when due, and
FNT will indemnify FNF against Liability for any such taxes.

          SECTION 8.3. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered Personally or sent by overnight courier (providing proof of
delivery) or by facsimile to the parties at the following addresses or facsimile
numbers (or as shall be specified by like notice):

          (a) if to FNF, to

              601 Riverside Ave.,
              Jacksonville, FL 32207
              Fax: (904) 357-1005
              Attention: General Counsel

              and, if prior to Closing, with a copy (which shall not constitute
              notice) to:

              LeBoeuf, Lamb, Greene & MacRae LLP
              125 West 55th Street
              New York, NY 10019
              Fax: (212) 424-8500
              Attention: Robert S. Rachofsky
                         Gary D. Boss

              and, if prior to Closing, with a copy (which shall not constitute
              notice) to:


                                      -47-



              Sullivan & Cromwell LLP
              125 Broad Street
              New York, NY 10004
              Fax: (212) 558-3588
              Attention: Neil T. Anderson
                         John J. O'Brien

          (b) if to FNT, to

              601 Riverside Ave.,
              Jacksonville, FL 32207
              Fax: (904) 854-4380
              Attention: General Counsel

              and, if prior to Closing, with a copy (which shall not constitute
              notice) to:

              Foley & Lardner LLP
              One Independent Drive, Suite 1300
              Jacksonville, FL 32202
              Fax: (904) 359-8700
              Attention: Charles V. Hedrick, Esq.

Any notice, request or other communication given as provided above shall be
deemed given to the receiving party upon actual receipt, if delivered
Personally; on the next business day after deposit with an overnight courier, if
sent by an overnight courier; or upon confirmation of successful transmission if
sent by facsimile (provided that if given by facsimile such notice, request or
other communication shall be followed up within one business day by dispatch
pursuant to one of the other methods described herein).

          SECTION 8.4. Interpretation. When a reference is made in this
Agreement to a Section, Exhibit or Schedule, such reference shall be to a
Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated. Any fact or item disclosed on any section of the Disclosure Schedule
shall be deemed disclosed on all other sections of the Disclosure Schedule to
the extent such fact's or item's application to such other section is reasonably
apparent on the face of the Disclosure Schedule. Disclosure of any item in the
Disclosure Schedule shall not be deemed an admission that such item represents a
material item, fact, exception of fact, event or circumstance or that occurrence
or non-occurrence of any change or effect related to such item would result in
an FNF Material Adverse Effect or an FNT Material Adverse Effect. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation".

          SECTION 8.5. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall


                                      -48-



become effective when one or more counterparts have been signed by each party
and delivered to the other party.

          SECTION 8.6. Entire Agreement; Third-Party Beneficiaries. This
Agreement (including the Disclosure Schedule) and the other agreements referred
to herein constitute the entire agreement, and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement. Except as expressly provided in Section 5.16,
this Agreement is for the sole benefit of the parties hereto and their
successors and permitted assigns, and nothing in this Agreement, express or
implied, is intended or shall be construed to confer upon any Person other than
the parties hereto and their successors and permitted assigns any legal or
equitable rights, remedies or claims. The representations and warranties in this
Agreement are the product of negotiations among the parties hereto and are for
the sole benefit of the parties hereto. Any inaccuracies in such representations
and warranties are subject to waiver by the parties hereto in accordance with
this Agreement without notice or Liability to any other Person. In some
instances, the representations and warranties in this Agreement may represent an
allocation among the parties hereto of risks associated with particular matters
regardless of the knowledge of any of the parties hereto. Consequently, Persons
other than the parties hereto may not rely upon the representations and
warranties in this Agreement as characterizations of actual facts or
circumstances as of the date of this Agreement or as of any other date.

          SECTION 8.7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise (other than by operation of law in a
merger) by any party without the prior written consent of the other party, and
any such assignment that is not consented to shall be null and void. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of, and be enforceable by, the parties and their respective successors
and assigns.

          SECTION 8.8. Governing Law. This Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

          SECTION 8.9. Enforcement; Venue; Waiver of Jury Trial.

          (a) The parties agree that irreparable damage would occur in the event
     that any of the provisions of this Agreement were not performed in
     accordance with their specific terms or were otherwise breached. It is
     accordingly agreed that the parties shall be entitled to seek an injunction
     or injunctions to prevent breaches of this Agreement and to enforce
     specifically the terms and provisions of this Agreement in any court of the
     United States or any state court, which in either case is located in
     Jacksonville, Florida (any such federal or state court, a "Jacksonville
     Court"), in addition to any other remedy to which they are entitled at law
     or in equity. In addition, each of the parties hereto (a) consents to
     submit itself to the personal jurisdiction of any Jacksonville Court in the
     event any dispute arises out of this Agreement or any of the transactions
     contemplated by this Agreement, (b) agrees that it will not attempt to deny
     or defeat such personal jurisdiction or venue by motion or other request
     for leave from any such Jacksonville Court and (c) agrees that it will not
     bring any action relating to this Agreement or any of


                                      -49-



     the transactions contemplated by this Agreement in any court other than a
     Jacksonville Court.

          (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
     ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
     ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
     UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
     RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
     TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH
     PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
     ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
     SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
     FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
     IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER
     VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
     AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
     THIS SECTION 8.9.

          SECTION 8.10. Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.


                                      -50-



          IN WITNESS WHEREOF, FNF and FNT have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

                                        FIDELITY NATIONAL FINANCIAL, INC.


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


                                        FIDELITY NATIONAL TITLE GROUP, INC.


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


                                      -51-



                                   SCHEDULE A

                               SCHEDULED ENTITIES

Fidelity National Insurance Company

Fidelity National Insurance Services, Inc.

Fidelity National Timber Resources Inc.

FNF Capital Leasing, Inc.

FNF Holding, LLC

FNF International Holdings, Inc.

National Alliance Marketing Group, Inc.

Rocky Mountain Aviation, Inc.

                                                                    EXHIBIT 10.2

                          TAX DISAFFILIATION AGREEMENT

        THIS TAX DISAFFILIATION AGREEMENT (this "Agreement"), dated as of
_______, is by and among Fidelity National Financial, Inc. ("FNF"), a Delaware
corporation, Fidelity National Title Group, Inc. ("FNT"), a Delaware
corporation, and Fidelity National Information Services Inc. ("FIS"), a Georgia
corporation.

        WHEREAS, as set forth in the Securities Exchange and Distribution
Agreement dated as of June 25, 2006 by and between FNF and FNT (the
"Distribution Agreement"), FNF will transfer to FNT certain assets and
liabilities and then distribute all of the shares of FNT Class A Common Stock it
holds on the date specified in the Distribution Agreement (the "Distribution
Date") in a transaction (the "Distribution") designed to qualify as a tax-free
reorganization and distribution pursuant to sections 368(a)(1)(D) and 355 of the
Internal Revenue Code of 1986, as amended (the "Code");

        WHEREAS, FNF is, and will be until the Distribution is effective, the
common parent of the affiliated group of corporations within the meaning of
section 1504(a) of the Code that includes FNT and its eligible subsidiary
corporations;

        WHEREAS, immediately after the Distribution, FNT and FNF will no longer
be members of the same affiliated group;

        WHEREAS, after the Distribution, FNF will merge with and into FIS in a
transaction designed to qualify under section 368(a)(1)(A) (the "Merger") and
FNF will cease its separate corporate existence; and

        WHEREAS, in connection with the Distribution and the Merger the parties
hereto desire to enter into this Agreement, setting forth their agreement with
respect to certain Tax matters from and after the Distribution Date.

        NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1     In General. As used in this Agreement, the following capitalized terms
        shall have the following meanings:

                "Acquisition" means any acquisition of FNT stock or FIS stock,
        as applicable (including without limitation a stock redemption) or
        issuance of FNT stock or FIS stock, as applicable, excluding (a) the
        issuance of stock by FIS in connection with the acquisition of the
        assets of FNF in the Merger; (b) the distribution of FNT stock in the
        Distribution; (c) any acquisition of stock that qualifies under section
        1.355-7(d)(7) of the Treasury Regulations or any successor thereto,
        section 1.355-7(d)(8) of the Treasury Regulations or any successor
        thereto or section 1.355-7(d)(9) of the Treasury Regulations or any
        successor thereto; (d) any acquisition of FIS stock held by an existing
        shareholder



        of FIS prior to the effective time of the Merger, including, without
        limitation, any sale of such FIS stock by such a shareholder pursuant to
        the exercise of registration rights by such shareholder; (e) any vesting
        of FIS restricted stock that is granted or issued in connection with the
        Distribution or the Merger; and (f) any acquisition of FIS stock
        pursuant to the exercise of any option to acquire FIS stock that is
        granted in connection with the Distribution or the Merger.

                "Adverse Consequences" means damages, penalties, fines, costs,
        expenses (including professional fees and expenses), amounts paid in
        settlement, liabilities, obligations, liens, and losses, including any
        such amounts arising out of or related to claims asserted against FNF,
        FIS or FNT by any shareholder participating in the Distribution, or the
        Service, or any other Tax Authority that ultimately is successful in
        seeking recourse against FNF, FIS or FNT; provided that Adverse
        Consequences shall not include any indirect, special, consequential, or
        punitive damages, except for indirect, special, consequential or
        punitive damages paid or awarded with respect to a Third-Party Claim.

                "After-Tax Basis" means that, for purposes of determining the
        amount of the Indemnified Liability, the amount of any Taxes, Tax
        Losses, or Adverse Consequences shall be determined net of any Tax
        Benefit derived by the Indemnitee as the result of sustaining such Tax,
        Tax Loss, and Adverse Consequences and increased by the amount of any
        Tax Detriment incurred by the Indemnitee as the result of its receipt,
        or right to receive, such indemnification payment, so that the
        Indemnitee is put in the same net after-Tax economic position as if it
        had not incurred such Tax, Tax Loss, or Adverse Consequences.

                "Affiliated Company" means any and every corporation that has a
        common parent that holds directly or indirectly 80% or more of the
        voting power and value of such corporation within the meaning of section
        1504(a) of the Code.

                "Agreement" has the meaning set forth in the Preamble hereto.

                "Arbitrator" has the meaning set forth in Section 8.5(c) of this
        Agreement.

                "Audit" includes any audit, assessment of Taxes or other
        examination by any Tax Authority, proceeding, or appeal of such a
        proceeding relating to Taxes, whether administrative or judicial,
        including proceedings relating to competent authority determinations.

                "Business Day" means any day that is not a Saturday, Sunday or
        other day on which commercial banks in New York are required or
        authorized by law to close.

                "Code" has the meaning set forth in the Recitals to this
        Agreement.

                "Combined Group" means a group of one or more companies that
        files a Combined Return.


                                       2

                "Combined Return" means any Tax Return with respect to Combined
        State/Local Tax filed on a consolidated, combined, unitary or other
        similar basis wherein any member of the FIS Group joins in the filing of
        such Tax Return (for any Taxable Period) with any member of the FNF
        Legacy Group or the FNT Group.

                "Combined State/Local Tax" means the state or local Tax
        liability determined on a consolidated, combined or unitary basis.

                "Combined Tax Allocation Statement" has the meaning set forth in
        Section 2.4(b).

                "Consolidated Federal Tax" means the Federal Income Tax
        liability of a Consolidated Group determined on a consolidated basis.

                "Consolidated Group" means a group of one or more Affiliated
        Companies that files a Consolidated Return.

                "Consolidated Return" means any Tax Return with respect to
        Federal Income Taxes filed on a consolidated basis pursuant to Section
        1501 of the Code.

                "Consolidated Tax Allocation Statement" has the meaning set
        forth in Section 2.4(b).

                "Contemplated Action" means any action contemplated by the
        Distribution Agreement or any other agreement entered into in connection
        with the Distribution or the Merger, any vesting of FIS restricted stock
        that is granted or issued in connection with the Distribution or the
        Merger, including FIS restricted stock issued in respect of FNF
        restricted stock, and any acquisition of FIS stock pursuant to the
        exercise of any option to acquire FIS stock that is granted in
        connection with the Distribution or the Merger, including FNF options
        assumed by FIS pursuant to the Merger.

                "Contest" means any Audit or claim for refund involving any
        Taxes with respect to a Pre-Distribution Period.

                "Control" means stock representing a 50% or greater interest
        within the meaning of Section 355(e) of the Code, taking into account
        the principles of section 355(e)(3)(B).

                "Controlling Party" has the meaning set forth in Section 6.2(d)
        of this Agreement.

                "Cross-Indemnity Agreement" means the cross indemnification
        agreement signed and executed by FNT and FIS pursuant to Section 2.3(f)
        of the Distribution Agreement.

                "Dispute" has the meaning set forth in Section 8.5(a) of this
        Agreement.

                "Distribution" has the meaning set forth in the Recitals to this
        Agreement.


                                       3

                "Distribution Agreement" has the meaning set forth in the
        Recitals to this Agreement.

                "Distribution Date" has the meaning set forth in the Recitals to
        this Agreement.

                "Effective Date" has the meaning set forth in Section 8.1 of
        this Agreement.

                "Federal Income Tax" means any Tax imposed under Subtitle A of
        the Code (including the Taxes imposed by Section 11, 55, and 1201(a) of
        the Code), and any interest, addition to Tax, or penalties applicable or
        related thereto, and any other income-based U.S. federal tax which is
        hereinafter imposed upon corporations.

                "Filing Group" means either (a) the FNT Group, if the Filing
        Party is either FNF or a member of the FNT Group, or (b) the FIS Group,
        if the Filing Party is a member of the FIS Group.

                "Filing Party" means, (a) with respect to any Consolidated
        Return or Combined Return, the party that is required to file such a Tax
        Return under Section 2.2 of this Agreement, and (b) with respect to any
        Separate Return, the party that is required to file such Tax Return
        under applicable law.

                "Final Determination" means with respect to any issue (a) a
        decision, judgment, decree or other order by the United States Tax Court
        or any other court of competent jurisdiction that has become final and
        unappealable, (b) a closing agreement under section 7121 of the Code or
        a comparable provision of any state, local, or foreign Tax law that is
        binding against the Service or any other Taxing Authority, (c) any other
        final settlement with the Service or other Taxing Authority, or (d) the
        expiration of an applicable statute of limitations.

                "FIS" has the meaning set forth in the Preamble to this
        Agreement.

                "FIS Acquisition Process" has the meaning set forth in Section
        5.2(b) of this Agreement.

                "FIS Combined Returns" means any Combined Return with respect to
        which FIS or any member of the FIS Group is the common parent of the
        Combined Group.

                "FIS Consolidated Returns" means any Consolidated Return with
        respect to which FIS is the common parent of the Consolidated Group,
        except for any Consolidated Return in which FNF will be the common
        parent of the Consolidated Group until the Merger.

                "FIS Group" means FIS and any Affiliated Company of which FIS is
        the common parent corporation, and any corporation which may be, or may
        become, a member of such group from time to time, excluding FNF.


                                       4

                "FNF" has the meaning set forth in the Preamble to this
        Agreement.

                "FNF Consolidated Return" means any Consolidated Return with
        respect to which FNF is the common parent of the Consolidated Group,
        including any Consolidated Return for which FNF will be the common
        parent until the Merger and for which FIS will be the common parent
        after the Merger.

                "FNF Legacy Group" includes FNF and any other member of the FNF
        Group prior to the Distribution, other than any member of the FIS Group
        or any member of the FNT Group prior to the Distribution.

                "FNF Legacy Group Combined Return" means any Combined Return
        with respect to which a member of the FNF Legacy Group is the common
        parent of the Combined Group.

                "FNT" has the meaning set forth in the Preamble to this
        Agreement.

                "FNT Acquisition Process" has the meaning set forth in Section
        5.2(c) of this Agreement.

                "FNT Combined Return" means any Combined Return with respect to
        which FNT or any member of the FNT Group is the common parent of the
        Combined Group.

                "FNT Consolidated Return" means any Consolidated Return with
        respect to which FNT is the common parent of the Consolidated Group.

                "FNT Group" means FNT and any Affiliated Company of which FNT is
        the common parent corporation and any corporation which may be, or may
        become, a member of such group from time to time.

                "Hypothetical Tax" has the meaning set forth in Paragraph 1 of
        Schedule 1.

                "Indemnified Liability" means any liability which is imposed
        upon or incurred by an Indemnitee against which such Indemnitee is
        indemnified and held harmless under this Agreement.

                "Indemnifying Party" means any person that is required to
        indemnify and hold harmless any Indemnitee under this Agreement.

                "Indemnitee" means person that incurs a liability that is
        subject to indemnification under this Agreement.

                "Merger" has the meaning set forth in the Recitals to this
        Agreement.

                "Non-Controlling Party" has the meaning set forth in Section
        6.2(d)(i) of this Agreement.


                                       5

                "Non-Filing Group" means either the FIS Group, if the Filing
        Party is a member of the FNT Group, or the FNT Group if the Filing Party
        is a member of the FIS Group.

                "Non-Filing Party" means either FIS, if the Filing Party is a
        member of the FNT Group, or FNT, if the Filing Party is a member of the
        FIS Group.

                "NTI-NY" means National Title Insurance of New York, Inc., a New
        York insurance company.

                "Opinion Documents" means the Tax Opinion and representation
        letters referred to therein.

                "Other Tax Group" means either the FNT Group if the FIS Group is
        the Tax Group or the FIS Group if the FNT Group is the Tax Group.

                "Post-Distribution Period" means any Taxable Period or portion
        thereof beginning after the Distribution Date.

                "Pre-Distribution Period" means any (a) Taxable Period ending on
        or prior to the Distribution Date or (b) with respect to any Taxable
        Period beginning prior to the Distribution Date and ending after the
        Distribution Date, the portion of such Taxable Period that ends on the
        Distribution Date.

                "Private Letter Ruling" means the private letter ruling issued
        by the Service to FNF that addresses, inter alia, the tax consequences
        of the Distribution and Merger.

                "Referee" has the meaning set forth in Section 8.5(c) of the
        Agreement.

                "Ruling Documents" means the Private Letter Ruling, plus all of
        the materials submitted to the Service in connection with obtaining such
        ruling.

                "Regulated Tax Sharing Agreement" means any written Tax Sharing
        Agreement between an insurance company and FNF, FNT, or FIS filed with a
        state insurance commissioner, for the period that Tax Sharing Agreement
        remains in effect.

                "Section 355(e) Liability" has the meaning set forth in Section
        5.2(f) of this Agreement.

                "Section 355 Tax Treatment" has the meaning set forth in Section
        5.1(a)(i) of this Agreement.

                "Separate Return" means any Tax Return, filed by any entity,
        that is not part of a Consolidated Return or a Combined Return.


                                       6

                "Separate Tax" means any Tax incurred by an entity that is not a
        Federal Income Tax required to be shown on a Consolidated Return and is
        not a Combined State/Local Tax required to be shown on a Combined
        Return.

                "Service" means the Internal Revenue Service.

                "Steering Committee" has the meaning set forth in Section 8.5(a)
        of this Agreement.

                "Tax" means any net income, gross income, gross receipts,
        alternative or add-on minimum, sales, use, ad valorem, franchise,
        profits, license, withholding, payroll, employment, excise, transfer,
        recording, severance, stamp, occupation, premium, property,
        environmental, estimated, custom duty, or other tax, governmental fee or
        other like assessment or charge of any kind whatsoever, together with
        any interest and any penalty, addition to Tax or additional amount
        imposed by a Tax Authority.

                "Tax Authority" means any governmental authority or any
        subdivision, agency, commission or authority thereof or any
        quasi-governmental or private body having jurisdiction over the
        assessment, determination, collection, or imposition of any Tax
        (including the Service).

                "Tax Benefit" means a decrease in the Tax liability of a
        taxpayer (or of the consolidated, combined, or unitary group of which it
        is a member) for any Taxable Period. Except as otherwise provided in
        this Agreement, a Tax Benefit shall be deemed to have been realized or
        received from a Tax Item in a Taxable Period only if and to the extent
        that the Tax liability of the taxpayer (or of the consolidated,
        combined, or unitary group of which it is a member) for such period,
        after taking into account the effect of the Tax Item on the Tax
        liability of such taxpayer (or of the consolidated, combined, or unitary
        group of which it is a member) in the current period and all prior
        periods, is less than it would have been if such Tax liability were
        determined on a consistent basis without regard to such Tax Item, taking
        into account the principles of Schedule I.

                "Tax Detriment" means an increase in the Tax liability of a
        taxpayer (or of the consolidated, combined, or unitary group of which it
        is a member) for any Taxable Period. Except as otherwise provided in
        this Agreement, a Tax Detriment shall be deemed to have been realized or
        received from a Tax Item in a Taxable Period only if and to the extent
        that the Tax liability of the taxpayer (or of the consolidated,
        combined, or unitary group of which it is a member) for such period,
        after taking into account the effect of the Tax Item on the Tax
        liability of such taxpayer (or of the consolidated, combined, or unitary
        group of which it is a member) in the current period and all prior
        periods, is more than it would have been if such Tax liability were
        determined on a consistent basis without regard to such Tax Item, taking
        into account the principles of Schedule I.

                "Tax Group" means either the FNT Group or the FIS Group, as the
        context dictates.


                                       7

                "Tax Group Parent" means either FNT, if the FNT Group is the Tax
        Group, or FIS, if the FIS Group is the Tax Group.

                "Tax Item" means any item of income, gain, loss, deduction or
        credit, or other attribute that may have the effect of increasing or
        decreasing any Tax.

                "Tax Losses" means all fees and costs (including reasonable
        outside professional fees and costs incurred in connection with a
        contest) that directly result from, or relate to, Taxes.

                "Tax Opinion" means the tax opinion that Deloitte Tax LLP will
        deliver pursuant to Section 6.3(e) of the Distribution Agreement.

                "Tax Return" means any return, report, certificate, form or
        similar statement or document (including any related or supporting
        information or schedule attached thereto and any information return,
        amended Tax return, claim for refund or declaration of estimated Tax)
        supplied to, or filed with, a Tax Authority in connection with the
        determination, assessment, or collection of any Tax or the
        administration of any laws, regulations, or administrative requirements
        relating to any Tax, including where permitted or required any Tax
        return filed on a consolidated, combined, unitary or other similar
        basis.

                "Tax Settlement" shall have the meaning set forth in Section
        6.4(b) of this Agreement.

                "Tax Sharing Agreement" means any tax sharing agreements,
        arrangements, policies or guidelines, formal or informal, express or
        implied, which may exist between the members of an affiliated group.

                "Taxable Period" means, with respect to any Tax, the period for
        which the Tax is reported as provided under the Code or any other
        applicable Tax laws.

                "Third-Party Claim" means the assertion of any claim or the
        commencement of any action by a person (other than a Tax Authority) who
        is not a member of (i) the FNT Group; (ii) the FIS Group; or (iii) the
        FNF Legacy Group, in each case only if Adverse Consequences resulting
        from such claim or action would be subject to indemnification under this
        Agreement.

                "Treasury Regulations" means the final and temporary Tax
        regulations promulgated under the Code, as such regulations may be
        amended from time to time (including corresponding provisions of
        successor regulations).


                                       8

          SECTION 2. TAX RETURNS, TAX SHARING PAYMENTS AND GENERAL TAX
                             ADMINISTRATIVE MATTERS.

2.1     Agent for the FNF Group. Prior to the Merger, to the extent reasonably
        possible, (i) FNF will designate FNT as the agent for all matters
        subject to agency with respect to the FNF Consolidated Return for the
        2006 and 2005 Taxable Periods in accordance with Section 1.1502-77(d) of
        the Treasury Regulations and will obtain IRS approval for such
        designation, (ii) FNF, in its sole discretion, will designate another
        appropriate member of the FNT Group as such agent for all other Taxable
        Periods for which the statute of limitations on assessment under Section
        6501 of the Code has not expired and will obtain IRS approval for such
        designation, and (iii) FNF will make conforming designations with
        respect to all FNF Legacy Group Combined Returns and will obtain
        approval from the appropriate Tax Authority.

2.2     Filing of Returns.

        (a)     FNT shall accurately prepare (or cause to be prepared) in a
                manner consistent with past practice and shall timely file (or
                cause to be timely filed) all (i) FNF Consolidated Returns,
                except as provided in Section 2.2(f) of this Agreement, (ii) FNT
                Consolidated Returns, (iii) FNT Combined Returns, (iv) FNF
                Legacy Group Combined Returns that FNT or any other member of
                the FNT Group is otherwise required to file under applicable
                state law, and (v) any Tax Return, other than one described in
                this Section 2.2(a)(i) through (iv), that includes FNF and at
                least one other member of the FNF Legacy Group or the FNT Group
                but no member of the FIS Group.

        (b)     FIS shall accurately prepare (or cause to be prepared) in a
                manner consistent with past practice and timely file (or cause
                to be timely filed) (i) all FIS Consolidated Returns; (ii) all
                FIS Combined Returns; and (iii) all FNF Legacy Group Combined
                Returns that FIS or any member of the FIS Group is required to
                file under applicable state law.

        (c)     FIS shall accurately prepare (or cause to be prepared) in a
                manner consistent with past practice and shall timely file (or
                cause to be filed) all Separate Returns that are required to be
                filed by any FIS Group company, including all NTI-NY Tax
                Returns. FNT shall accurately prepare (or cause to be prepared)
                in a manner consistent with past practice and shall timely file
                (or cause to be timely filed) all Separate Returns that are
                required to be filed by any FNT Group company and all Separate
                Returns that are required to be filed by any FNF Legacy Group
                company, other than NTI-NY Tax Returns.

        (d)     At least 45 days before the due date (including extensions) of
                any Filing Party Consolidated Return or any Filing Party
                Combined Return that includes any Non-Filing Group company and
                from time to time as reasonably requested thereafter, the
                Non-Filing Party shall provide to the Filing Party all
                information relating to the Non-Filing Group necessary to
                prepare the Tax Returns described in this


                                       9

                Section 2.2. Such information will be prepared in a manner
                consistent with past practices at the expense of the Non-Filing
                Party. At least 2 weeks prior to filing, such Filing Party
                Consolidated Return or Filing Party Combined Return shall be
                provided to the Non-Filing Party for review and approval, which
                approval shall not be unreasonably withheld. If the Non-Filing
                Party proposes an adjustment to any Non-Filing Party item on any
                Filing Party Consolidated Return or Filing Party Combined
                Return, and the Filing Party declines to accept such proposal,
                then the parties shall resolve their disagreement in accordance
                with Section 8.5 of this Agreement; provided, however, that if
                such dispute is not settled prior to the filing date of such
                return, then the return may be filed without taking the
                Non-Filing Party's proposal into account but the amount payable
                pursuant to this Agreement pending the determination under
                Section 8.5 will be determined as if such proposal was accepted;
                provided further, that if it is ultimately concluded that the
                Filing Party was reasonable in rejecting such proposal, the
                Non-Filing Party shall promptly pay with interest, as provided
                in Section 4.3, all amounts not yet paid that would have been
                required to be paid had the amounts required to be paid been
                calculated without taking such proposal into account.

        (e)     Any disagreements with regard to any matters covered by this
                Section 2.2 shall be resolved in accordance with Section 8.5 of
                this Agreement.

        (f)     Notwithstanding anything to the contrary in this Agreement, in
                the event that the Merger constitutes a reverse acquisition as
                defined in section 1.1502-75(d)(3) of the Treasury Regulations,
                FIS shall accurately prepare (or cause to be prepared) in a
                manner consistent with past practice and shall timely file (or
                cause to be filed) the FNF Consolidated Return for the Taxable
                Period in which the Merger occurs.

2.3     Amended Returns.

        (a)     The Filing Party shall not file (or cause to be filed), without
                the prior written consent of the Non-Filing Party (which consent
                shall not be unreasonably withheld), any amended Consolidated
                Return or amended Combined Return which includes any member of
                the Non-Filing Group if such return would result in a Tax
                Detriment to any member of the Non-Filing Group for any Taxable
                Period. The consent of the Non-Filing Party shall not be
                required if the Filing Party reimburses the Non-Filing Party for
                any such Tax Detriment. In the event of disagreement over
                whether consent is required or is being unreasonably withheld,
                the parties shall resolve their disagreement in accordance with
                Section 8.5 of this Agreement.

        (b)     The Filing Party, upon receipt of a written request by the
                Non-Filing Party, shall file an amended Consolidated Return or
                amended Combined Return which includes any member of the
                Non-Filing Group if such return would result in a Tax Benefit to
                any member of the Non-Filing Group for any Taxable Period;
                provided, however, that if such amended Consolidated Return or
                such amended Combined Return results in a Tax Detriment to any
                member of the Filing Group,


                                       10

                it shall be filed only upon the written consent of the Filing
                Party (which consent shall not be unreasonably withheld) unless
                the Non-Filing Party agrees to reimburse the Filing Group for
                any such Tax Detriment. In the event of disagreement over
                whether consent is required or is being unreasonably withheld,
                the parties shall resolve their disagreement in accordance with
                Section 8.5 of this Agreement.

2.4     Payment of Taxes.

        (a)     FIS shall pay (or cause to be paid) to the appropriate Tax
                Authority all Taxes, if any, for which it is required to file
                Consolidated Returns or Combined Returns pursuant to Sections
                2.2(b), 2.2 (c), and 2.2(f) of this Agreement. FNT shall pay (or
                cause to be paid) to the appropriate Tax Authority all Taxes, if
                any, for which it is required to file Consolidated Returns or
                Combined Returns pursuant to Section 2.2(a) and 2.2(c) of this
                Agreement.

        (b)     No later than 20 Business Days prior to the due date (including
                extensions) of any Consolidated Return or Combined Return, the
                Filing Party shall prepare or cause to be prepared, taking into
                account Schedule I, a statement (the "Consolidated Tax
                Allocation Statement" or the "Combined Tax Allocation
                Statement," as the case may be) setting forth the amount of the
                unpaid or overpaid portion of the Non-Filing Group's allocable
                share of the total Consolidated Federal Tax liability or
                Combined State/Local Tax liability, if any, taking into account
                any applicable Tax payments (including estimated tax payments)
                previously made by the Non-Filing Party or any other member of
                the Non-Filing Group to any member of the Filing Group or to any
                Tax Authority, and shall provide such statement, or cause such
                statement to be provided, to the Non-Filing Party. No later than
                the due date (including any extensions), of any Consolidated
                Return or Combined Return including both FIS Group companies and
                FNT Group companies, the Filing Party shall pay to the
                Non-Filing Party any overpayment or the Non-Filing Party shall
                pay to the Filing Party any underpayment shown on the
                Consolidated Tax Allocation Statement or the Combined Tax
                Allocation Statement, as the case may be. In the event of
                disagreement over the Non-Filing Group's allocable share of the
                total Tax liability shown on the Consolidated Tax Allocation
                Statement or Combined Tax Allocation Statement, as the case may
                be, the parties shall resolve their disagreement in accordance
                with Section 8.5 of this Agreement.

2.5     Treatment of Prior Tax Sharing Agreements.

        (a)     Except as otherwise provided in this Agreement, any Tax Sharing
                Agreements that may exist between any FNF Group company, on the
                one hand, and any FNT Group company, on the other hand, shall
                terminate, and any obligations under any such agreements or
                arrangements shall be cancelled, as of the Effective Date,
                without any payment by any party thereto.



                                       11


        (b)     Notwithstanding any other provision in this Agreement, the
                Regulated Tax Sharing Agreements of all insurance companies
                shall remain in effect, and shall govern all allocations of
                Taxes among the companies that are parties to those Agreements
                (in lieu of Section 2.4(b) of this Agreement). FNT will take all
                steps, as quickly as is reasonably possible, to amend all
                existing Regulated Tax Sharing Agreements to substitute FNT for
                FNF as a party to the agreements, to make all required
                regulatory filings, and to obtain all necessary approvals.

2.6     Consistent with Private Letter Ruling and Tax Opinion. All Tax Returns
        filed pursuant to this Section 2 after the Distribution Date shall be
        prepared on a basis consistent with the rulings obtained from the
        Service in the Private Letter Ruling and the Tax Opinion (in the absence
        of a relevant change in law or circumstances).


                   SECTION 3. ALLOCATION OF CERTAIN TAX ITEMS.

3.1     Carryforwards and Carrybacks.

        (a)     The Filing Party shall notify the Non-Filing Party of any
                consolidated or combined carryover item which may be partially
                or totally attributed to and carried over by any member of the
                Non-Filing Group and will notify the Non-Filing Party of
                subsequent adjustments which may affect such carryover item.

        (b)     Notwithstanding any other provision of this Agreement, the
                Non-Filing Party shall not be required to make any election
                under Section 172(b)(3) of the Code, or any similar provision of
                any state or local Tax Law, to relinquish any right to carryback
                net operating losses. Upon a request by the Non-Filing Party,
                the Filing Party shall be required to include on an amended FNF
                Consolidated Return or Combined Return that includes any member
                of the Non-Filing Group any net operating losses of any such
                member of the Non-Filing Group arising in a Post-Distribution
                Period to the extent allowed under the Tax Law; and the
                Non-Filing Party shall receive any payment with respect to such
                carryforward or carryback; provided, however, that if the Filing
                Party incurs a Tax Detriment related to the inclusion of such
                net operating losses on the Consolidated Return or Combined
                Return, the Non-Filing Party shall indemnify the Filing Party
                for the amount of such Tax Detriment.

3.2     Refunds. Any refund of Taxes resulting from an adjustment made to a Tax
        Return that includes one or more FIS Group companies on the one hand,
        and FNT Group companies on the other, shall be allocated in a manner
        such that a party responsible for indemnification of a tax liability for
        a particular Taxable Period pursuant to either Section 4 or Section 5
        will be entitled to any refunds with respect to such Tax for such
        Taxable Period, except as provided in Section 3.1.


                                       12

                      SECTION 4. INDEMNIFICATION PROVISIONS

4.1     General Indemnification.

        (a)     After the Distribution Date, FNT shall indemnify and hold
                harmless, on an After-Tax Basis, FIS and each other member of
                the FIS Group against any and all (i) Taxes with respect to any
                FNF Consolidated Return for any Pre-Distribution Period; (ii)
                Taxes with respect to any FIS Combined Return or any FNF Legacy
                Group Combined Return to the extent that any FNF Legacy Group
                company or any member of the FNT Group caused an increase in the
                Tax liability on the Tax Return; (iii) Taxes with respect to any
                Separate Return filed by FNF or any FNT Group company; (iv)
                Taxes with respect to any FNF Legacy Group company or any FNT
                Group company for which any FIS Group company may be liable
                under Section 1.1502-6 of the Treasury Regulations, or any
                successor provision thereto, or any provision of state or local
                law comparable thereto; (v) Taxes with respect to any Tax
                Return, other than one described in Section 4.1(a)(i) through
                (iv) above, that includes FNF and at least one other member of
                the FNF Legacy Group or the FNT Group, but no member of the FIS
                Group; and (vi) Taxes and Adverse Consequences resulting from
                any failure of the Merger to qualify as a reorganization under
                Section 368(a) of the Code.

        (b)     FIS will indemnify and hold harmless on an After-Tax Basis FNT
                and each other member of the FNT Group against any and all Taxes
                (i) with respect to any FNF Consolidated Return for any
                Post-Distribution Period; (ii) with respect to any FNF Legacy
                Group Combined Return or any FNT Combined Return, to the extent
                that any member of the FIS Group caused an increase in the Tax
                liability on the Tax Return; (iii) with respect to any Separate
                Return filed by any FIS Group company; and (iv) with respect to
                any FIS Group company for which any FNT Group company or any FNF
                Legacy Group company may be liable under Section 1.1502-6 of the
                Treasury Regulations or any provision of state or local law
                comparable thereto.

        (c)     i. In the case of Taxes arising in a Taxable Period that
                includes, but does not end on, the Distribution Date, the
                allocation of Taxes between the Pre-Distribution Period and the
                Post-Distribution Period shall be governed by Paragraph 4 of
                Schedule I.

                ii. The determination of whether a company caused an increase in
                the Tax liability of a Consolidated Return or Combined Return
                shall be governed by Schedule I.

        (d)     If a party is entitled to indemnification for Taxes under this
                Section 4.1, such party shall also be entitled to
                indemnification for any Tax Losses incurred in connection with
                any such Taxes.


                                       13

        (e)    Notwithstanding the above, indemnification for denial of the
               Section 355 Tax Treatment shall not be under this Section, but
               shall be covered by Section 5 of this Agreement.

4.2     Indemnity Payments.

        (a)     Except as otherwise provided under this Agreement, to the extent
                that any party has an indemnification or payment obligation to
                another party pursuant to this Agreement, the Indemnitee shall
                provide the Indemnifying Party with its calculation of the
                amount of such obligation. Such calculation shall provide the
                Indemnifying Party sufficient detail to permit the Indemnifying
                Party to reasonably understand the calculations and the
                existence and correct amount of the Indemnified Liability. All
                indemnification payments shall be made to such Indemnitee within
                thirty (30) days after delivery by the Indemnitee to the
                Indemnifying Party of written notice of a payment, or, if such
                Indemnified Liability is contested pursuant to Section 6.2 of
                this Agreement, within thirty (30) days of the incurrence of
                such an amount based on a Final Determination, together with a
                computation of the amounts due. Any disputes with respect to
                indemnification payments shall be resolved in accordance with
                Section 8.5 of this Agreement. In the event of such dispute, any
                payment of an Indemnified Liability shall be made within thirty
                (30) days of the date of the resolution of such dispute under
                Section 8.5 of this Agreement.

        (b)     Any payment required under this Agreement in an amount in excess
                of one million dollars ($1,000,000) shall be made by electronic
                funds transfer of immediately available funds.

        (c)     Notwithstanding any other provision of this Agreement, no
                payment of an Indemnified Liability shall be required under this
                Section 4 to the extent it is duplicative of any payment made
                pursuant to any other provision of this Agreement and any such
                payment shall be made as required by such other provision.

4.3     Interest. Payments pursuant to this Agreement that are not made within
        the period prescribed shall bear interest for the period from and
        including the date immediately following the last date of the prescribed
        period through and including the date of payment at a per annum rate
        equal to the rate provided under Section 6621(c) of the Code. Such
        interest will be payable at the same time as the payment to which it
        relates and will be calculated on the basis of a year of 365 days and
        the actual number of days for which due.


                                       14

                      SECTION 5. DISTRIBUTION TAX TREATMENT

5.1     Section 355 Tax Treatment.

        (a)     Representations, Covenants, and Agreements.

                i.      The parties expressly agree for all purposes to treat
                        the Distribution as a tax-free distribution under
                        Section 355 and related sections of the Code, including
                        Section 361(c) of the Code ("Section 355 Tax
                        Treatment."). Each of FNT and FIS also expressly agrees
                        (A) to comply (and to cause each of its Affiliated
                        Companies to comply) with the representations set forth
                        in the Ruling Documents and the Opinion Documents to the
                        extent that the representations made therein are
                        descriptive of such party (which, for the avoidance of
                        doubt, in the case of FIS shall not include
                        representations relating to FNF), (B) not to take (and
                        to cause each of its Affiliated Corporations not to
                        take) any action within its control that would cause the
                        Section 355 Tax Treatment not to apply (except where
                        such action is required by law), and (C) to take (and to
                        cause each of its Affiliated Companies to take) any and
                        all actions reasonably available to such party (or
                        Affiliated Company), and to cooperate with the other
                        parties, to support and defend the Section 355 Tax
                        Treatment; provided, however, that FIS shall be
                        permitted to take any Contemplated Action.

                ii.     FNF and FNT have reviewed the information and
                        representations made in the Ruling Documents and the
                        Opinion Documents, and to their knowledge, all of such
                        information and representations are true, correct, and
                        complete in all material respects.

        (b)     Notwithstanding anything to the contrary in Section 4 of this
                Agreement:

                i.      Except as set forth in paragraph (ii) of this Section
                        5.1(b), if there is a Final Determination that results
                        in the disallowance, in whole or in part, of the Section
                        355 Tax Treatment (other than Section 355(e) Liability,
                        which is addressed by Section 5.2 of this Agreement),
                        then FNT shall be liable for, and shall indemnify and
                        hold each FIS Group member harmless for, any Taxes or
                        Adverse Consequences that would not have occurred but
                        for such disallowance.

                ii.     If there is a Final Determination that results in the
                        disallowance, in whole or in part, of the Section 355
                        Tax Treatment (other than Section 355(e) Liability,
                        which is addressed by Section 5.2) and any FIS Group
                        company has breached Section 5.1(a) which breach results
                        in such disallowance, then FIS shall be liable for, and
                        shall indemnify and hold each FNT Group member harmless
                        for, any Taxes or Adverse Consequences that would not
                        have occurred but for such breach.



                                       15


5.2     Section 355(e).

        (a)     Unless, for each Acquisition of an interest in FIS, the FIS
                Acquisition Process is first satisfied at FIS' expense, FIS
                shall not take any action within its control, and shall cause
                its Affiliated Companies to refrain from taking any action
                within their control, which would result in a direct or indirect
                Acquisition (taking into account the stock aggregation and
                attribution rules of section 355(e)) by one or more persons in
                the two-year period following the Distribution Date.

        (b)     As used herein with reference to any Acquisition of an interest
                in FIS, the "FIS Acquisition Process" shall be satisfied if all
                the following requirements are satisfied:

                i.      FIS notifies FNT of the proposed Acquisition;

                ii.     FIS obtains either (A) an opinion of a nationally
                        recognized law firm or accounting firm to the effect
                        that such Acquisition would not cause the Section 355
                        Tax Treatment to be disallowed by reason of the
                        application of Section 355(e) of the Code or (B) the
                        written consent of FNT's General Counsel or senior tax
                        officer; and

                iii.    FIS provides a copy of the opinion or consent described
                        in Section 5.2(b)(ii) of this Agreement to FNT.

        (c)     Unless, for each Acquisition of an interest in FNT, the FNT
                Acquisition Process is first satisfied at FNT's expense, FNT
                shall not take any action within its control, and shall cause
                its Affiliated Companies to refrain from taking any action
                within their control, which would result in a direct or indirect
                Acquisition (taking into account the stock aggregation and
                attribution rules of section 355(e)) by one or more persons in
                the two-year period following the Distribution Date.

        (d)     As used herein with reference to any Acquisition of an interest
                in FNT, the "FNT Acquisition Process" shall be satisfied if all
                the following requirements are satisfied:

                i.      FNT notifies FIS of the proposed Acquisition;

                ii.     FNT obtains either (A) an opinion of a nationally
                        recognized law firm or accounting firm to the effect
                        that such Acquisition would not cause the Section 355
                        Tax Treatment to be disallowed by reason of the
                        application of Section 355(e) of the Code or (B) the
                        written consent of FIS's General Counsel or senior tax
                        officer; and

                iii.    FNT provides a copy of the opinion or consent described
                        in Section 5.2(d)(ii) of this Agreement to FIS.


                                       16

        (e)     If,by reason of an action within the control of FIS or one of
                its Affiliated Companies (other than a Contemplated Action),
                Section 355(e) of the Code is applicable to the Distribution
                because the Distribution was part of a plan (or series of
                related transactions) pursuant to which one or more persons
                acquired directly or indirectly FIS stock representing Control
                (within the meaning of Section 355(e) of the Code) of FNF or any
                successor to FNF (including FIS) in the Distribution, FIS shall
                pay and be liable for, and shall indemnify FNT against any
                liability for, on an After-Tax Basis, any resulting Taxes and
                other Adverse Consequences that would not have occurred but for
                such action, regardless of whether the FIS Acquisition Process
                has been satisfied.

        (f)     Except as provided in Section 5.2(e), FNT shall pay and be
                liable for, and shall indemnify and hold each FIS Group member
                harmless from, on an After-Tax Basis, any Taxes and Adverse
                Consequences that occur by reason of the application of Section
                355(e) of the Code to the Distribution (the "Section 355(e)
                Liability").

5.3     Indemnification Payments. Any indemnification required under this
        Section 5 shall be paid in accordance with the terms of Sections 4.2 and
        4.3 of this Agreement.


                      SECTION 6. AUDITS AND CONTEST RIGHTS.

6.1     Notice. If, after the Effective Date, any member of a Tax Group receives
        written notice of, or relating to, an Audit from a Tax Authority that
        asserts, proposes or recommends a deficiency, claim or adjustment that,
        if sustained, could result in Taxes for which any member of the Other
        Tax Group is responsible under this Agreement, then the Tax Group Parent
        of the Tax Group receiving such notice shall provide or cause to be
        provided a copy of such notice to the Other Tax Group promptly
        thereafter, but, in any case, within ten (10) Business Days of receipt
        thereof. Each Tax Group Parent shall forward or cause to be forwarded to
        the Other Tax Group relevant portions of any reports or other
        communications which relate to such matters.

6.2     Contests.

        (a)     Except as otherwise provided in this Agreement, the respective
                Filing Party shall have the right to control, contest, and
                represent the interest of any FNF Legacy Group company, any FNT
                Group company or any FIS Group company in any Contest relating
                to any Tax Return described in Section 2.2 or 2.3 of this
                Agreement (other than a Tax Return described in Section 6.2(b)
                or (c) of this Agreement) and, subject to Section 6.4(b) of this
                Agreement, to resolve, settle or agree to any deficiency, claim
                or adjustment proposed, asserted or assessed in connection with
                or as a result of any such Contest. The Filing Party's rights
                shall extend to any matter pertaining to the management and
                control of an Audit, including execution of waivers, choice of
                forum, scheduling of conferences and the resolution of any Tax
                Item.


                                       17

        (b)     Except as otherwise provided herein, after the date of execution
                of this Agreement, in the case of a Contest that relates to a
                Tax Return for a Taxable Period beginning before the
                Distribution Date (or any item relating thereto or reported
                thereon) which would give rise to an Indemnification Liability
                under this Agreement, of an Indemnifying Party that is not the
                Filing Party with respect to such Tax Return, the Indemnifying
                Party shall have the right at its expense to participate in and
                control the conduct of such Contest. If the Indemnifying Party
                does not assume the defense of any such Contest for a
                Pre-Distribution Period, the Filing Party may defend the same in
                such manner as it may deem appropriate, including, but not
                limited to, settling such Contest after giving ten (10) Business
                Days' prior written notice to the Indemnifying Party setting
                forth the terms and conditions of settlement. In the event of a
                Contest covered by the first sentence of this paragraph, that
                involves issues (i) relating to a potential adjustment for which
                the Indemnifying Party has liability and (ii) that are required
                to be dealt with in a proceeding that also involves separate
                issues relating to a potential adjustment for which any
                Indemnitee would be liable, the Indemnitee shall have the right
                at its expense to control the Contest but only with respect to
                the latter issues.

        (c)     With respect to a Contest involving an issue for which both (i)
                any FNT Group company and (ii) any FIS Group company could be
                liable, both parties may participate in the Contest, and the
                Contest may be controlled by that party which would bear the
                burden of the greater portion of the sum of the adjustment and
                any corresponding adjustments that may reasonably be anticipated
                for future Taxable Periods. The principle set forth in the
                immediately preceding sentence shall govern also for purposes of
                deciding any issue that must be decided jointly (including,
                without limitation, choice of judicial forum) in situations in
                which separate issues are otherwise controlled under this
                Section 6.2 by FNT or by FIS.

        (d)     The party that is controlling any Contest pursuant to Sections
                6.2(b) and (c) of this Agreement (the "Controlling Party"):

                (i)     in the case of any material correspondence or filing
                        submitted to the Tax Authority or any judicial authority
                        that relates to the merits of the deficiency, claim or
                        adjustment that is the subject of such Contest shall (A)
                        reasonably in advance of such submission, but subject to
                        applicable time constraints imposed by such Tax
                        Authority or judicial authority, provide the other party
                        (the "Non-Controlling Party") with a draft copy of the
                        portion of such correspondence or filing that relates to
                        such deficiency, claim or adjustment, (B) incorporate,
                        subject to applicable time constraints imposed by such
                        Tax Authority or judicial authority, the Non-Controlling
                        Party's reasonable comments and changes on such draft
                        copy of such correspondence or filing, and (C) provide
                        the Non-Controlling Party with a final copy of the
                        portion of such correspondence or filing that relates
                        such deficiency, claim or adjustment; and


                                       18

                (ii)    shall provide the Non-Controlling Party with notice
                        reasonably in advance of, and the Non-Controlling Party
                        shall have the right to attend, any meetings with the
                        Tax Authority (including meetings with examiners) or
                        hearings or proceedings before any judicial authority to
                        the extent they relate to the deficiency, claim or
                        adjustment that is the subject of such Contest.

6.3     Judicial Appeals. In the event that a judgment of the United States Tax
        Court or other court of competent jurisdiction results in an adverse
        determination with respect to a matter described in Sections 6.2(b) and
        (c) of this Agreement, then, subject to Section 6.4(b):

        (a)     In the case of an appeal of an adverse determination, which
                involves no material issues other than matters for which the
                Non-Filing Party would be the Indemnifying Party pursuant to
                this Agreement, the Non-Filing Party shall have the right to
                cause the Filing Party to appeal from such adverse
                determination.

        (b)     In the case of an appeal of any other adverse determination
                which involves material issues other than those for which the
                Non-Filing Party would be the Indemnifying Party pursuant to
                this Agreement and the Filing Party determines not to appeal
                such adverse determination, the Non-Filing Party shall have the
                right to cause the Filing Party to appeal from such adverse
                determination if the Non-Filing Party delivers to the Filing
                Party an opinion from an independent tax counsel or accountant
                selected by the Non-Filing Party and reasonably acceptable to
                the Filing Party that it is more likely than not that such
                appeal will succeed and the amount in controversy exceeds
                $100,000. The Filing Party shall give written notice to the
                Non-Filing Party of its determination of whether to appeal an
                adverse determination pursuant to this Section 6.3(b) not less
                than 20 days prior to any applicable filing deadline.

        (c)     In the case of an adverse determination which involves matters
                for which the Filing Party would be the Indemnifying Party
                pursuant to this Agreement and, within such determination,
                material matters for which the Non-Filing Party would be the
                Indemnifying Party pursuant to this Agreement were favorably
                disposed, the Non-Filing Party shall have the right to prevent
                the Filing Party from appealing from such adverse determination
                unless the Filing Party delivers to the Non-Filing Party an
                opinion from an independent tax counsel selected by the Filing
                Party and reasonably acceptable to the Non-Filing Party that it
                is more likely than not that such appeal will succeed.

        (d)     If the Non-Filing Party causes the Filing Party to appeal any
                adverse determination pursuant to this Section 6.3, the
                Non-Filing Party shall pay the reasonable costs, including legal
                fees, of the Filing Party incurred in such appeal.


                                       19

6.4     Limitations.

        (a)     The Non-Filing Party shall have a right to contest any
                deficiency, claim or adjustment in accordance with Section 6.2
                of this Agreement only if:

                (i)     within thirty (30) Business Days of a reasonable request
                        by the Filing Party, the Non-Filing Party shall deliver
                        to the Filing Party a written opinion of a nationally
                        recognized tax attorney or tax accountant that is a
                        member of a recognized law firm or accounting firm, to
                        the effect that the Non-Filing Party's position with
                        respect to such deficiency, claim or adjustment is
                        supported by a reasonable basis (within the meaning of
                        Section 1.6662-3(b)(3) of the Treasury Regulations);
                        provided that this Section 6.4(a)(i) shall not apply to
                        with respect to positions relating to the Tax
                        consequences of the Distribution and Merger.

                (ii)    the Non-Filing Party shall have agreed to be bound by a
                        Final Determination of such deficiency, claim or
                        adjustment;

                (iii)   the Non-Filing Party shall have agreed to pay, and shall
                        be currently paying, all reasonable costs and expenses
                        incurred by the Filing Party to contest such deficiency,
                        claim or assessment including reasonable outside
                        attorneys', accountants' and investigatory fees and
                        disbursements to the extent such costs relate to the
                        issue being contested by the Non-Filing Party;

                (iv)    the Non-Filing Party shall have advanced to the Filing
                        Party, on an interest-free basis (and with no additional
                        net after-tax cost to the Filing Party), the amount of
                        Tax in controversy (but not in excess of the lesser of
                        (A) the amount of Tax for which the Non-Filing Party
                        could be liable under this Agreement or (B) the amounts
                        actually expended by the Filing Party for this item) to
                        the extent necessary for the contest to proceed in the
                        forum selected by the Controlling Party; and

                (v)     the Non-Filing Party shall have provided to the Filing
                        Party all documents and information, and shall have made
                        available employees and officers of the Non-Filing
                        Party, as have been reasonably requested by the Filing
                        Party in contesting such deficiency, claim or
                        adjustment.

        (b)     The Filing Party shall not settle, compromise or otherwise
                resolve any Tax matter relating to Taxes with respect to a
                Pre-Distribution Period (a "Tax Settlement") without the prior
                written consent of the Non-Filing Party (which consent shall not
                be unreasonably withheld) if such Tax Settlement is reasonably
                likely to materially increase the Tax paid by the Non-Filing
                Party with respect to any Tax not subject to indemnification
                under this Agreement; provided, however, that in the event that
                the Non-Filing Party does not consent and the Filing Party
                reasonably believes that the withholding of consent was
                unreasonable, or the


                                       20

                Filing Party reasonably believes that no consent of the
                Non-Filing Party is required, the parties shall resolve their
                disagreement in accordance with Section 8.5 of this Agreement.

        (c)     Notwithstanding any other provision of this Section 6.4, the
                Filing Party may resolve, settle, or agree to any deficiency,
                claim or adjustment for any Taxable Period if the Filing Party
                waives its right to indemnity with respect to such Tax Item. In
                such event, the Filing Party shall promptly reimburse the
                Non-Filing Party for all amounts previously advanced by the
                Non-Filing Party to the Filing Party in connection with such
                deficiency, claim or adjustment under Section 6.4(a)(iv) of this
                Agreement. In addition, except with respect to settlements
                described in Section 6.4(b) above, the Filing Party shall
                reimburse the Non-Filing Party for any Tax Detriment that
                directly results from the settlement of such deficiency, claim
                or adjustment. No waiver by the Filing Party under this Section
                6.4(c) with respect to any deficiency, claim or adjustment
                relating to any single Tax Item, position, issue or transaction
                or relating to any single Tax for any one Taxable Period shall
                operate as a waiver with respect to any other deficiency, claim
                or adjustment.

6.5     Failure to Notify. The failure of the Filing Party promptly to notify
        the Non-Filing Party of any matter relating to a particular Tax for a
        Taxable Period or to take any action specified in Section 6.2 of this
        Agreement shall not relieve the Non-Filing Party of any liability and/or
        obligation which it may have to the Filing Party under this Agreement
        with respect to such Tax for such Taxable Period except to the extent
        that the Non-Filing Party's rights hereunder are materially prejudiced
        by such failure and in no event shall such failure relieve the
        Non-Filing Party of any other liability and/or obligation which it may
        have to the Filing Party.

6.6     Remedies. Except as otherwise provided in this Agreement, the parties
        hereby agree that the sole and exclusive remedy for a breach by the
        Filing Party of the Filing Party's obligations to the Non-Filing Party
        with respect to a deficiency, claim or adjustment relating to the
        redetermination of a Tax Item of the Non-Filing Party for a Taxable
        Period shall first be a reduction in the amount that would otherwise be
        payable by the Non-Filing Party for such Taxable Period and then an
        increase in amount that would otherwise be payable by the Filing Party
        for such Taxable Period, in either case because of the breach. The
        parties further agree that no claim against the Filing Party and no
        defense to the Non-Filing Party's liabilities to the Filing Party under
        this Agreement shall arise from the resolution by the Filing Party of
        any deficiency, claim or adjustment relating to the redetermination of
        any Tax Item of the Filing Party.


                             SECTION 7. COOPERATION.

7.1     Provision of Information and Documents. FNT and FIS shall cooperate and
        provide each other with all documents and information, and provide
        access to employees and officers of any member of the FNT Group or the
        FIS Group, respectively, as reasonably requested by the other party, on
        a mutually convenient basis during normal business hours (and promptly
        reimburse the other party for any out-of-pocket costs incurred by a
        party in providing such cooperation),


                                       21

        documents and information, and access to the requesting party) to aid
        the other party in preparing any Tax Return described in Section 2.2 or
        2.3 of this Agreement or to contest any Audit of any such Tax Return or
        to obtain any opinion referred to in Section 5.2, including, without
        limitation, the making of representations (to the extent such
        representations are true) in connection with obtaining any such opinion.
        Such cooperation shall include, without limitation:

        (a)     the retention and provision on reasonable request of any and all
                information including all books, records, documentation or other
                information, any necessary explanations of information, and
                access to personnel, until the expiration of the applicable
                statute of limitation for additional assessments of Tax for the
                Taxable Period for which such document or other information
                arises (giving effect to any extension, waiver, or mitigation
                thereof);

        (b)     within the limits otherwise set forth herein, the execution by
                such party of any document that is relevant and may be necessary
                or helpful in connection with any Tax Return or in connection
                with any Contest; and

        (c)     the use of the parties' reasonable best efforts to obtain any
                documentation from a governmental authority or a third party
                that may be necessary or helpful in connection with the
                foregoing.

        (d)     informing the other parties on a timely basis as to the status
                and progress of all matters related in a reasonably material way
                to a contest of a Tax under Section 6. Each party shall provide
                the other parties, within 10 days of the receipt thereof, with
                copies of all written communications received from any Tax
                Authority relating to any such Tax contest, appropriately
                redacted for any unrelated issues also discussed therein.

7.2     Special Rules Regarding Information Required for Tax Return Preparation.
        The Non-Filing Party will provide to employees or representatives of the
        Filing Party responsible for preparing its Tax Returns with access to
        any relevant information, including any Ruling Documents or Tax Opinion,
        not in the possession of the Filing Party, as it relates to the Filing
        Party or any member of the Filing Group, and will provide the Filing
        Party with a copy of such relevant information to the extent that the
        issues discussed therein are relevant to the Filing Party or any member
        of the Filing Group within a reasonable time thereafter, but, in any
        case, not later than five (5) Business Days after the receipt of a
        written request therefor.

7.3     Consultations With Regard to Tax Items. FNT and FIS shall advise and
        consult with each other with respect to any Tax election or the Tax
        treatment of any item (including the treatment of any item that would be
        affected by a proposed Tax adjustment relating to a Consolidated Return
        or Combined Return which is the subject of an Audit or investigation, or
        is the subject of any proceeding or litigation) which could affect any
        Tax attribute of the other party or the Other Tax Group (including, but
        not limited to, basis in an asset or the amount of earnings and
        profits).


                                       22

7.4     Limitations on Cooperation. In the event that a Filing Party determines
        that the provision of any information to any member of the Other Tax
        Group could be commercially detrimental, violate any law or agreement,
        or waive any privilege that may be asserted under applicable law
        including any privilege arising under or relating to the attorney-client
        relationship (including the attorney-client and work product
        privileges), the parties shall take reasonable measures to permit the
        compliance with such obligations in a manner that avoids any such harm
        or consequence.


                            SECTION 8. MISCELLANEOUS.

8.1     Effectiveness. This Agreement shall become effective as of the
        Distribution Date ("Effective Date").

8.2     Notices. All notices and other communications hereunder shall be in
        writing and hand delivered or mailed by registered or certified mail
        (return receipt requested) or sent by any means of electronic message
        transmission with delivery confirmed (by voice or otherwise) to the
        parties at the following addresses (or at such other addresses for a
        party as shall be specified by like notice) and will be deemed given on
        the date on which such notice is received:

               TO FNF:

               Fidelity National Financial, Inc.
               Attention:    Anthony Park
                             Chief Accounting Officer
               601 Riverside Avenue
               Jacksonville, FL  32201
               Telephone:  (904) 854-8152
               With a copy to the General Counsel at the above address

               TO FIS:

               Fidelity National Information Services, Inc.
               Attention:    Richard Cox
                             Senior Vice President -- Corporate Tax Director
               601 Riverside Avenue
               Jacksonville, FL  32201
               Telephone:  (904) 854-8100
               With a copy to the General Counsel at the above address


                                       23

               TO FNT:

               Fidelity National Title Group, Inc.
               Attention:    Richard Cox
                             Senior Vice President - Corporate Tax Director
               601 Riverside Avenue
               Jacksonville, FL 32201
               Telephone: (904) 854-8100
               With a copy to the General Counsel at the above address


And to such other persons or places as each party may from time to time
designate by written notice sent as aforesaid.


8.3     Changes in Law.

        (a)     Any reference to a provision of the Code or any other Tax Law
                shall include a reference to any applicable successor provision
                or law.

        (b)     If, due to any change in applicable law or regulations or their
                interpretation by any court of law or other governing body
                having jurisdiction subsequent to the Effective Date,
                performance of any provision of this Agreement or any
                transaction contemplated thereby shall become impracticable or
                impossible, the parties hereto shall use their commercially
                reasonable efforts to find and employ an alternative means to
                achieve the same or substantially the same result as that
                contemplated by such provision.

8.4     Consent. Whenever this Agreement specifies that consent is not to be
        unreasonably withheld, the determination shall take into account, among
        other things, the relative amount of potential Tax exposure or refund
        involved for FNT Group companies on the one hand and the FIS Group
        companies on the other hand, and if the consent relates to bringing
        proceedings in one venue rather than another, the impact on such
        decision on such interests of each group. Any controversy over refusal
        of consent shall be resolved pursuant to Section 8.5 of this Agreement.

8.5     Dispute Resolution.

        (a)     Amicable Resolution. FIS and FNT mutually desire that friendly
                collaboration continue between them. Accordingly, they will try,
                and they will cause their respective group members to try, to
                resolve in an amicable manner all disagreements and
                misunderstandings connected with their respective rights and
                obligations under this Agreement. In furtherance thereof, in the
                event of any dispute or disagreement (a "Dispute") between any
                FIS Group member and any FNT Group member as to the
                interpretation of any provision of this Agreement (or the
                performance of obligations hereunder), the matter, upon written
                request of either party, will be referred for resolution to a
                steering committee established pursuant to Section 3.3(a) of the
                Cross-Indemnity Agreement (the "Steering Committee"). The
                Steering Committee will have two members, one of whom will be
                appointed by FIS and the other of whom will be appointed by FNT,
                and each


                                       24

                of whom shall be a senior executive of the party appointing the
                member. The Steering Committee will make a good faith effort to
                promptly resolve all Disputes referred to it. Steering Committee
                decisions will be unanimous and will be binding on FIS and FNT.
                If the Steering Committee does not agree to a resolution of a
                Dispute within 30 days after the reference of the matter to it,
                then the parties will be free to exercise the remedies available
                to them under applicable law, subject to Sections 8.5(b) and
                8.5(c).

        (b)     Mediation. If the Steering Committee is unable to resolve any
                Dispute as contemplated by Section 8.5(a), either FIS or FNT may
                demand mediation of the Dispute by written notice to the other
                in which case the two parties will select a mediator within 14
                days after the demand. Neither party may unreasonably withhold
                consent to the selection of the mediator. Each of FIS and FNT
                will bear its own costs of mediation but both parties will share
                the costs of the mediator equally.

        (c)     Arbitration. In the event that the Dispute is not resolved in an
                amicable manner as set forth in Section 8.5(a) or through
                mediation pursuant to Section 8.5(b), the latter within 30 days
                of the submission of the Dispute to mediation, either party
                involved in the Dispute may submit the dispute to binding
                arbitration pursuant to this Section 8.5(c). All Disputes
                submitted to arbitration pursuant to this Section 8.5(c) shall
                be resolved in accordance with the Commercial Arbitration Rules
                of the American Arbitration Association, unless either party
                involved elects to utilize an independent referee ("Referee")
                mutually acceptable to the parties, in which event all
                references herein to the American Arbitration Association shall
                be deemed modified accordingly. Expedited rules shall apply
                regardless of the amount at issue. Arbitration proceedings
                hereunder may be initiated by either party making a written
                request to the American Arbitration Association, together with
                any appropriate filing fee, at the office of the American
                Arbitration Association in Orlando, Florida. The arbitration
                shall be by a single qualified arbitrator ("Arbitrator")
                experienced in the matters at issue, such Arbitrator to be
                mutually agreed upon by FIS and FNT. If the parties fail to
                agree on an Arbitrator within 30 days after notice of
                commencement of arbitration, the American Arbitration
                Association shall, upon the request of any party to the dispute
                or difference, appoint the Arbitrator. All arbitration
                proceedings shall be held in the city of Jacksonville, Florida
                in a location to be specified by the Arbitrator (or any place
                agreed to by the parties and the Arbitrator). Any order or
                determination of the arbitral tribunal shall be final and
                binding upon the parties to the arbitration as to matters
                submitted and may be enforced by any party to the Dispute in any
                court having jurisdiction over the subject matter or over any of
                the parties. The parties agree that the length of time to be
                provided in any arbitration action to conduct discovery shall be
                limited to 90 days, the length of time to conduct the
                arbitration hearing shall be limited to ten days (with each
                party having equal time) and that the Arbitrator shall be
                required to render his or her decision within 30 days of the
                completion of the arbitration hearing. All costs and expenses
                incurred by the Arbitrator shall be shared equally by the
                parties. Each


                                       25

                party shall bear its own costs and expenses in connection with
                any such arbitration proceeding. The use of any alternative
                dispute resolution procedures hereunder will not be construed
                under the doctrines of laches, waiver or estoppel to affect
                adversely the rights of either party.

        (d)     Non-Exclusive Remedy.

                i.      Nothing in this Section 8.5 shall prevent either FIS or
                        FNT from commencing formal litigation proceedings or
                        seeking injunctive or similar relief if any delay
                        resulting from efforts to mediate such Dispute could
                        result in serious and irreparable injury to FIS, FNT or
                        any member of either party's group.

                ii.     Nothing in this Section 8.5 shall prevent either FIS or
                        FNT from immediately seeking injunctive or interim
                        relief in the event of any actual or threatened breach
                        of any confidentiality provisions of the Cross-Indemnity
                        Agreement. If an arbitral tribunal has not been
                        appointed with respect to any Dispute at the time of
                        such actual or threatened breach, then either party may
                        seek such injunctive or interim relief from any court
                        with jurisdiction over the matter. If an arbitral
                        tribunal has been appointed with respect to any Dispute
                        at the time of such actual or threatened breach, then
                        the parties agree to submit to the jurisdiction of the
                        state and federal courts of Duval County, Florida,
                        pursuant to Section 3.2 of the Cross-Indemnity
                        Agreement, with respect to such matter.

        (e)     Commencement of Dispute Resolution Procedure. Notwithstanding
                anything to the contrary in this Agreement, FIS and FNT are the
                only members of their respective group entitled to commence a
                dispute resolution procedure under this Agreement, whether
                pursuant to this Section 8.5 or otherwise, and each party will
                cause its respective group members not to commence any dispute
                resolution procedure other than through such party as provided
                in this Section 8.5(e).

8.5     Third-Party Claims. In the event of the assertion of any Third-Party
        Claim, claim procedures will be governed by the provisions of Section
        2.3 of the Cross-Indemnity Agreement.

8.6     Authorization. Each of the parties hereto hereby represents and warrants
        (a) that it has the power and authority to execute, deliver and perform
        this Agreement, (b) that this Agreement has been duly authorized by all
        necessary corporate action on the part of each such party, (c) that this
        Agreement constitutes a legal, valid and binding obligation of each such
        party and (d) that the execution, delivery and performance of this
        Agreement by such party does not contravene or conflict with any
        provision of law or of its charter or bylaws or any agreement,
        instrument or order binding on such party.

8.7     Successors. The provisions to this Agreement shall be binding upon,
        inure to the benefit of and be enforceable by the parties and their
        respective successors and permitted assigns.


                                       26

8.8     Assignment. Except for assignments or transfers by operation of law,
        this Agreement shall not be assignable, in whole or in part, directly or
        indirectly, by any party hereto without the prior written consent of the
        other party hereto, which consent will not be unreasonably withheld, and
        any attempt to assign any rights or obligations arising under this
        Agreement without such consent shall be void.

8.9     Entire Agreement. This Agreement contains the entire agreement between
        the parties hereto with respect to the subject matter hereof and shall
        supersede all previous negotiations, commitments and writings with
        respect to such subject matter.

8.10    Governing Law. This Agreement shall be governed by and construed and
        enforced in accordance with the laws of the State of New York applicable
        to contracts made and to be performed in the State of New York.

8.11    Counterparts. This Agreement may be executed in one or more
        counterparts, all of which shall be considered one and the same
        agreement, and shall become effective when one or more such counterparts
        have been signed by each of the parties and delivered to the other
        parties.

8.12    Severability. In the event any one or more of the provisions contained
        in this Agreement should be held invalid, illegal or unenforceable in
        any respect, the validity, legality and enforceability of the remaining
        provisions contained herein shall not in any way be affected or impaired
        thereby. The parties shall endeavor in good-faith negotiations to
        replace the invalid, illegal or unenforceable provisions with valid
        provisions, the economic effect of which comes as close as possible to
        that of the invalid, illegal or unenforceable provisions.

8.13    No Third Party Beneficiaries. Except as otherwise provided herein, this
        Agreement is solely for the benefit of FNF, each member of FNT Group and
        each member of the FIS Group. This Agreement should not be deemed to
        confer upon third parties any remedy, claim, liability, reimbursement,
        claim of action or other rights in excess of those existing without
        reference to this Agreement.

8.14    Waivers. The failure of any party to require strict performance by any
        other party of any provision in this Agreement will not waive or
        diminish that party's right to demand strict performance thereafter of
        that or any other provision hereof.

8.15    Setoff. All payments to be made by any party under this Agreement may be
        netted against payments due to such party under this Agreement, but
        otherwise shall be made without setoff, counterclaim or withholding, all
        of which are hereby expressly waived.

8.16    Amendments. This Agreement may not be modified or amended except by an
        agreement in writing signed by each of the parties hereto.

8.17    Schedules. Schedule I shall be construed with and as an integral part of
        this Agreement to the same extent as if the same had been set forth
        verbatim herein.




                                       27

        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by a duly authorized officer as of the date first above written.

                                    FIDELITY NATIONAL FINANCIAL, INC.

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

                                    FIDELITY NATIONAL INFORMATION
                                    SERVICES, INC.

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

                                    FIDELITY NATIONAL TITLE GROUP, INC.

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



                                       28

                                   Schedule I

1.      Any Federal Income Tax to be allocated to a Consolidated Group or to any
        member thereof in accordance with this Agreement shall be allocated on
        the basis of the Hypothetical Tax of the Consolidated Group or of the
        relevant member thereof.

        (a)     For purposes of this Agreement, the "Hypothetical Tax" of the
                Consolidated Group or any member thereof for any Taxable Period
                shall be the Federal Income Tax liability that the Consolidated
                Group or any member thereof would have had for such Taxable
                Period if the Consolidated Group or any member thereof had filed
                its own Consolidated Return or Separate Return for such Taxable
                Period, taking into account any carryovers to, or carrybacks
                from, other Taxable Periods of the Consolidated Group or any
                member thereof that are available in such Taxable Period of the
                Consolidated Group or any member thereof, or would have been so
                available (after taking into account Paragraph 1(b)(i) of this
                Schedule I), if the Consolidated Group or any member thereof had
                filed its own Consolidated Return or Separate Return,
                respectively, for such other Taxable Periods, and the
                Consolidated Group or any member thereof was subject to Tax on
                all of its taxable income at the applicable maximum rate
                specified in the Code but without the benefit of any surtax
                exemption.

        (b)     In computing the Hypothetical Tax of the Consolidated Group or
                any member thereof:

                (i)     In the case of any item of income, gain, loss, deduction
                        or credit that is computed or subject to a limitation
                        only on a consolidated basis, including but not limited
                        to, charitable contributions, capital losses, foreign
                        tax credits, research and experimentation credit and
                        Section 1231 gains and losses ("Consolidated Items"),
                        such Consolidated Items shall be taken into account by
                        the Consolidated Group or any member thereof only if,
                        and to the extent that, a Consolidated Item is taken
                        into account and actually affects the amount of the Tax
                        liability of the Consolidated Group;

                (ii)    In the case of the treatment of an item subject to an
                        election made only on a consolidated basis, the
                        treatment will be governed by the election made by agent
                        of the group on the Consolidated Return, and

                (iii)   All intercompany transactions (as defined in Section
                        1.1502-13(b)(1) of the Treasury Regulations) between and
                        among members of the Consolidated Group will be taken
                        into account in computing the Hypothetical Tax of the
                        Consolidated Group or any


                                       29

                        member thereof at the time when such transactions are
                        required to be taken into account by the Consolidated
                        Group under Section 1.1502-13 of the Treasury
                        Regulations, and any Consolidated item not initially
                        taken into account in computing the tax of the
                        Consolidated Group or any member thereof shall be taken
                        into account by the Consolidated Group or any member
                        thereof in the Taxable Period, and to the extent, that
                        such Consolidated item is taken into account by the
                        Consolidated Group.

2.      Combined State/Local Taxes shall be allocated between members of the
        Filing Group and members of the Non-Filing Group first on the basis of,
        and to the extent that, the receipts, income, capital or net worth of a
        member of the Filing Group or of the Non-Filing Group resulted in, or
        increased, such Taxes, with any remaining Combined State/Local Taxes
        allocated among the members on the basis which each member's relative
        attribute (positive or negative) was taken into account in determining
        the amount of such Taxes.

3.      If a Consolidated Federal Tax, Combined State/Local Tax, or Separate Tax
        liability is assessed after the Distribution Date pursuant to a Final
        Determination, such amount shall be allocated under the principles of
        paragraphs 1 and 2.

4.      All Tax allocations relating to Taxable Periods that include, but do not
        end on, the Distribution Date, shall be made, between the
        Pre-Distribution Period and Post-Distribution Period on the basis of an
        interim closing of the books as if such Taxable Period ended as of the
        close of business on the Distribution Date. Any real or personal
        property Tax, or similar Tax, determined on an annual or periodic basis
        shall be attributed to the Pre-Distribution Period on the basis of the
        number of days in such Pre-Distribution Period to the total number of
        days in the entire Taxable Period. Any adjustment required by Section
        481 of the Code (including adjustments for marking receivables to
        market) shall be attributable to the deductions or credits (or lack
        thereof) giving rise to the Section 481 adjustment.


                                       30