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                                                                     EXHIBIT 3.2

                         AMENDED AND RESTATED BYLAWS OF

                       FIDELITY NATIONAL TITLE GROUP, INC.

                        AS ADOPTED ON SEPTEMBER 26, 2005

                                   ARTICLE I

                                     OFFICES

                  Section 1.1. Registered Office. The registered office of
Fidelity National Title Group, Inc. (the "Corporation") shall be in the City of
Wilmington, County of New Castle, State of Delaware and the name and address of
its registered agent is "The Corporation Trust Company," 1209 Orange Street,
Wilmington, Delaware, 19801.

                  Section 1.2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors of the Corporation (the "Board of Directors") may from
time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 2.1. Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

                  Section 2.2. Annual Meetings. (a) The annual meetings of
stockholders (the "Annual Meeting") shall be held on such date and at such time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which meetings the stockholders, subject to the
provisions of the Amended and Restated Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting. Written notice of the Annual Meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten days nor more than sixty days before
the date of the meeting.

                  (b) No business may be transacted at an Annual Meeting, other
than business that is either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (ii) otherwise properly brought before
the Annual Meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (iii) otherwise properly brought before the
Annual Meeting by any stockholder of the Corporation (A) who is a stockholder of
record on the date of

the giving of the notice provided for in this Section 2.2 and on the record date
for the determination of stockholders entitled to vote at such Annual Meeting
and (B) who complies with the notice procedures set forth in this Section 2.2.

                  (c) In addition to any other applicable requirements, for
business to be properly brought before an Annual Meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than one-hundred and twenty days prior to
the anniversary date of the date of the proxy statement for the immediately
preceding Annual Meeting; provided, however, that in the event that the Annual
Meeting is called for a date that is not within thirty days before or after the
anniversary date of the immediately preceding Annual Meeting, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which public disclosure of the
date of the Annual Meeting was first made. To be in proper written form, a
stockholder's notice to the Secretary must set forth as to each matter such
stockholder proposes to bring before the Annual Meeting (i) a brief description
of the business desired to be brought before the Annual Meeting and the reasons
for conducting such business at the Annual Meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their names)
in connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the meeting.

                  (d) No business shall be conducted at the Annual Meeting
except business brought before the Annual Meeting in accordance with the
procedures set forth in this Section 2.2, provided, however, that, once business
has been properly brought before the Annual Meeting in accordance with such
procedures, nothing in this Section 2.2 shall be deemed to preclude discussion
by any stockholder of any such business. If the Chairman of an Annual Meeting
determines that business was not properly brought before the Annual Meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be discussed or transacted.

                  Section 2.3. Special Meetings. Unless otherwise prescribed by
law or by the Certificate of Incorporation, Special Meetings of Stockholders
("Special Meetings"), for any purpose or purposes, may be called by the majority
vote of the Board of Directors or by the Chief Executive Officer. Special
Meetings may not be called by any other person or persons. Written notice of a
Special Meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called shall be given not less than ten
days nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.

                  Section 2.4. Quorum. Except as otherwise required by law,
these Amended and Restated Bylaws (these "Bylaws") or by the Certificate of
Incorporation, holders of a majority of

                                        2

the capital stock issued and entitled to vote thereat present in person or
represented by proxy shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.

                  Section 2.5. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these Bylaws, any question brought before any
meeting of stockholders shall be decided by the vote of the holders of a
majority of the stock represented and entitled to vote thereat. Such votes may
be cast in person or by proxy but no proxy shall be voted on or after three
years from its date, unless such proxy provides for a longer period. The Board
of Directors, in its discretion, or the officer of the Corporation presiding at
a meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

                  Section 2.6. No Consent of Stockholders in Lieu of Meeting.
Any action required or permitted to be taken at any annual or special meeting of
stockholders may be taken only upon the vote of the stockholders at an annual or
special meeting duly noticed and called, as provided in these Bylaws, and may
not be taken by a written consent of the stockholders pursuant to the General
Corporation Law of the State of Delaware (the "DGCL").

                  Section 2.7. List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

                  Section 2.8. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 2.7 hereof or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                       3

                                  ARTICLE III

                                    DIRECTORS

                  Section 3.1. Number and Election of Directors. (a) Subject to
the rights, if any, of holders of preferred stock of the Corporation to elect
directors of the Corporation, the Board of Directors shall consist of not less
than one nor more than fourteen members with the exact number of directors to be
determined from time to time exclusively by resolution duly adopted by the Board
of Directors. Directors shall be elected by a plurality of the votes cast at the
Annual Meeting, and, unless otherwise provided by the Certificate of
Incorporation, each director so elected shall hold office until the Annual
Meeting for the year in which his term expires and until his successor is duly
elected and qualified, or until his earlier death, resignation, retirement,
disqualification or removal. Any director may resign at any time effective upon
giving written notice to the Corporation, unless the notice specifies a later
time for the effectiveness of such resignation. Directors need not be
stockholders.

                  (b) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the Certificate of
Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board of Directors may
be made at any Annual Meeting or at any Special Meeting called by a majority
vote of the Board of Directors or by the Chief Executive Officer for the purpose
of electing directors (i) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (ii) by any stockholder of the
Corporation (A) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 3.1 and on the record date for the
determination of stockholders entitled to vote at such Annual or Special Meeting
and (B) who complies with the notice procedures set forth in this Section 3.1.

                  (c) In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (i) in the
case of an Annual Meeting, not less than one-hundred and twenty days prior to
the anniversary date of the date of the proxy statement for the immediately
preceding Annual Meeting; provided, however, that in the event that the Annual
Meeting is called for a date that is not within thirty days before or after the
anniversary date of the immediately preceding Annual Meeting, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which public disclosure of the
date of the Annual Meeting was first made; and (ii) in the case of a Special
Meeting called for the purpose of electing directors, not later than the close
of business on the tenth day following the day on which public disclosure of the
date of the Special Meeting was first made.

                  (d) To be in proper written form, a stockholder's notice to
the Secretary must set forth (i) as to each person whom the stockholder proposes
to nominate for election as a director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class or series and number of shares of capital

                                       4

stock of the Corporation which are owned beneficially or of record by the person
and (D) any other information relating to the person that would be required to
be disclosed in a proxy statement or other filing required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (ii) as to the
stockholder giving the notice (A) the name and record address of such
stockholder, (B) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(C) a description of all arrangements or understandings between such stockholder
and each proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such stockholder,
(D) a representation that such stockholder intends to appear in person or by
proxy at the Annual Meeting to nominate the persons named in its notice and (E)
any other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.

                  (e) No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section 3.1. If the Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.

                  Section 3.2. Vacancies. Any vacancy on the Board of Directors,
however created, may be filled only by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director. Any director
elected to fill a newly created directorship resulting from an increase in any
class of directors shall hold office for a term that shall coincide with the
remaining term of the other directors of that class. Any director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same term as the remaining term of his predecessor.

                  Section 3.3. Duties and Powers. The business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by the
stockholders.

                  Section 3.4. Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chief Executive Officer, the Chairman, if there is one, the President, or
any directors. Notice thereof stating the place, date and hour of the meeting
shall be given to each director either by mail not less than forty-eight hours
before the date of the meeting, by telephone or facsimile on twenty-four hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

                                       5

                  Section 3.5. Quorum. Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these Bylaws, at all
meetings of the Board of Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                  Section 3.6. Actions of Board. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

                  Section 3.7. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Certificate of Incorporation or these Bylaws, members
of the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

                  Section 3.8. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.

                  Section 3.9. Audit Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
three or more directors to constitute an Audit Committee, to serve as such until
the next annual meeting of the Board of Directors or until their respective
successors are designated. The audit committee will carry out its
responsibilities as set forth in an audit committee charter to be adopted by the
Board of Directors.

                  Section 3.10. Compensation. At the discretion of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of

                                       6

Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. At the discretion of the Board of Directors,
members of special or standing committees may be allowed like compensation for
attending committee meetings.

                  Section 3.11. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if: (a) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (b) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                  Section 3.12. Entire Board of Directors. As used in these
Bylaws generally, the term "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.

                                   ARTICLE IV

                                    OFFICERS

                  Section 4.1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall include a Chief Executive Officer, a
President and a Secretary. The Board of Directors, in its discretion, may also
appoint a Chairman of the Board of Directors (who must be a director), Chief
Financial Officer, Assistant Chief Financial Officers, Controller, Treasurer,
Assistant Treasurers and one or more Vice Presidents, Assistant Secretaries, and
other officers, who shall have such authority and perform such duties as may be
prescribed in such appointment. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of Incorporation or
these Bylaws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of Directors,
need such officers be directors of the Corporation.

                  Section 4.2. Election. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect the officers
of the Corporation who shall hold their

                                       7

offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors; and all
officers of the Corporation shall hold office until their successors are chosen
and qualified, or until their earlier resignation or removal. Any officer
elected by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.

                  Section 4.3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the Chief Executive Officer, the
President or any Vice President and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4.4. Duties of Officers. The duties of the officers of
the Corporation shall be as follows:

                  (a) Chief Executive Officer. The Chief Executive Officer
shall, subject to the control of the Board of Directors, have general executive
charge, management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; and the Chief Executive Officer may agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name
of the Corporation and may sign all certificates for shares of capital stock of
the Corporation. In the absence or disability of the Chairman of the Board of
Directors, or if there is none, the Chief Executive Officer shall preside at all
meetings of the stockholders and the Board of Directors. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to him by these Bylaws or by the Board of
Directors.

                  (b) Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there is one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of
the Chief Executive Officer or the President is required, the Chairman of the
Board of Directors shall possess the same power as the Chief Executive Officer
or the President to sign all contracts, certificates and other instruments of
the Corporation which may be authorized by the Board of Directors. During the
absence or disability of the Chief Executive Officer or the President, the
Chairman of the Board of Directors shall exercise all the powers and discharge
all the duties of the Chief Executive Officer or the President. The Chairman of
the Board of Directors shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these Bylaws or
by the Board of Directors.

                                       8

                  (c) President. The President shall, subject to the control of
the Board of Directors, the Chief Executive Officer, and, if there is one, the
Chairman of the Board of Directors, have general supervision of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these Bylaws,
the Board of Directors, the Chief Executive Officer, the Chairman of the Board
of Directors or the President. In the absence or disability of the Chief
Executive Officer and the Chairman of the Board of Directors, or if there is
none, the President shall preside at all meetings of the stockholders and the
Board of Directors. The President shall also perform such other duties and may
exercise such other powers as from time to time may be assigned to him by these
Bylaws or by the Board of Directors.

                  (d) Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chief Executive Officer or the President, under whose supervision he shall be.
If the Secretary shall be unable or shall refuse to cause to be given notice of
all meetings of the stockholders and special meetings of the Board of Directors,
and if there is no Assistant Secretary, then either the Board of Directors, the
Chief Executive Officer or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there is one, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.

                  (e) Assistant Secretaries. Except as may be otherwise provided
in these Bylaws, Assistant Secretaries, if there are any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the Chief Executive Officer, the President, any Vice
President, if there is one, or the Secretary, and in the absence of the
Secretary or in the event of his disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

                  (f) Chief Financial Officer. The Chief Financial Officer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Chief Financial Officer shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer, the Chairman of the Board, the

                                       9

President and the Board of Directors, at its regular meetings or when the Board
of Directors so requires, an account of all transactions as Chief Financial
Officer and of the financial condition of the Corporation. The Chief Financial
Officer shall perform such other duties as may from time to time be prescribed
by the Board of Directors, the Chief Executive Officer, the Chairman of the
Board or the President.

                  (g) Assistant Chief Financial Officer. The Assistant Chief
Financial Officer, or if there is more than one, the Assistant Chief Financial
Officers, in the order determined by the Board of Directors (or if there is no
such determination, then in the order of their election), shall, in the absence
of the Chief Financial Officer or in the event of the Chief Financial Officer's
inability or refusal to act, perform the duties and exercise the powers of the
Chief Financial Officer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors, the
Chief Executive Officer, the Chairman of the Board, the President or the Chief
Financial Officer.

                  (h) Controller. The Board of Directors may elect a Controller
who shall be responsible for all accounting and auditing functions of the
Corporation and who shall perform such other duties as may from time to time be
required of him by the Board of Directors.

                  (i) Treasurer. The Treasurer, if there is one, shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer, the President
and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

                  (j) Assistant Treasurers. Assistant Treasurers, if there are
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, any Vice President, or the Treasurer, if there is one, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

                                       10

                  (k) Vice Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there is no
Chief Executive Officer or Chairman of the Board of Directors), the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice President shall perform such other
duties and have such other powers as the Board of Directors from time to time
may prescribe. If there is no Chief Executive Officer, no Chairman of the Board
of Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.

                  (l) Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                   ARTICLE V

                                  CAPITAL STOCK

                  Section 5.1. Form of Certificates. Every holder of stock in
the Corporation shall be entitled to have a certificate or certificates duly
numbered, certifying the number and class of shares in the Corporation owned by
him, in such form as may be prescribed by the Board of Directors. Each such
certificate shall be signed in the name of the Corporation by the Chief
Executive Officer, the Chairman of the Board, the President or a Vice President,
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer.

                  Section 5.2. Signatures. Where a certificate is countersigned
by (a) a transfer agent other than the Corporation or its employee, or (b) a
registrar other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                  Section 5.3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any

                                       11

claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

                  Section 5.4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these Bylaws. Transfers of
stock shall be made on the books of the Corporation only by the person named in
the certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

                  Section 5.5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  Section 5.6. Beneficial Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by law.

                                   ARTICLE VI

                                     NOTICES

                  Section 6.1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these Bylaws to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may also be given
personally or transmitted via facsimile.

                  Section 6.2. Waivers of Notice. Whenever any notice is
required by law, the Certificate of Incorporation or these Bylaws to be given to
any director, member of a committee or stockholder, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                       12

                                  ARTICLE VII

                               GENERAL PROVISIONS

                  Section 7.1. Dividends. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                  Section 7.2. Disbursements. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                  Section 7.3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 7.4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 8.1. Power to Indemnify in Actions, Suits or
Proceedings Other Than Those by or in the Right of the Corporation. Subject to
Section 8.3 hereof, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation,

                                       13

and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

                  Section 8.2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 8.3
hereof, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                  Section 8.3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 8.1 or Section 8.2 hereof, as the case may be. Such determination shall
be made (a) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (b) if there are
no such directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (c) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case.

                  Section 8.4. Good Faith Defined. For purposes of any
determination under Section 8.1 or 8.2 hereof, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on the records or books of account
of the Corporation or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 8.4
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The

                                       14

provisions of this Section 8.4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 8.1 or 8.2 hereof, as the
case may be.

                  Section 8.5. Indemnification by a Court. Notwithstanding any
contrary determination made in any specific case under Section 8.3 hereof, and
notwithstanding the absence of any determination made thereunder, any director
or officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
8.l and 8.2 hereof. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standards of
conduct set forth in Section 8.1 or 8.2 hereof. Neither a contrary determination
in the specific case under Section 8.3 hereof nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct. Notice of any application for indemnification
pursuant to this Section 8.5 shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.

                  Section 8.6. Expenses Payable in Advance. Expenses incurred by
a director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article VIII.

                  Section 8.7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any other
rights to which any person seeking indemnification or advancement of expenses
may be entitled under any Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Sections 8.1 and 8.2 hereof shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 8.1
or 8.2 but whom the Corporation has the power or obligation to indemnify under
the provisions of the DGCL or otherwise.

                  Section 8.8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

                                       15

                  Section 8.9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article VIII.

                  Section 8.10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 8.11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 8.5
hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

                  Section 8.12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

                  These Bylaws may be altered, amended or repealed, in whole or
in part, or new Bylaws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new Bylaws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be. All such amendments must
be approved by either the holders of two-thirds of the votes entitled to be
cast,

                                       16

voting as a single class, by holders of outstanding capital stock which by its
terms may vote on all matters submitted to stockholders of the Corporation
generally or by a majority of the Board of Directors then in office; provided,
however, that Section 2.2 (except for Section 2.2(a)), Section 2.3, Section 3.1
(except for Section 3.1(a)) and this Article IX may be altered, amended or
repealed only with approval of a majority of the Board of Directors then in
office and approval of holders of two-thirds of the votes entitled to be cast,
voting as a single class, by holders of outstanding capital stock which by its
terms may vote on all matters submitted to stockholders of the Corporation
generally.

                                   ARTICLE X

                                    CONFLICTS

                  If there is a conflict between the provisions of these Bylaws
and the provisions of the Certificate of Incorporation or the mandatory
provisions of the DGCL, such provision or provisions of the Certificate of
Incorporation and the DGCL, as the case may be, will be controlling.

                                       17

                                                                   EXHIBIT 10.49

                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN



















                                                                               .
                                                                               .
                                                                               .

Contents



                                                                                                        PAGE

                                                                                                     
Article 1.  Establishment, Objectives, and Duration..................................................     1

Article 2.  Definitions..............................................................................     1

Article 3.  Administration...........................................................................     6

Article 4.  Shares Subject to the Plan; Individual Limits; and Anti-Dilution Adjustments.............     7

Article 5.  Eligibility and Participation............................................................     9

Article 6.  Options..................................................................................    10

Article 7.  Stock Appreciation Rights................................................................    11

Article 8.  Restricted Stock.........................................................................    13

Article 9.  Restricted Stock Units and Performance Shares............................................    14

Article 10. Performance Units........................................................................    16

Article 11. Other Awards.............................................................................    17

Article 12. Replacement Awards.......................................................................    17

Article 13. Performance Measures.....................................................................    17

Article 14. Beneficiary Designation..................................................................    18

Article 15. Deferrals................................................................................    18

Article 16. Rights of Participants...................................................................    19

Article 17. Change in Control........................................................................    19

Article 18. Additional Forfeiture Provisions.........................................................    19

Article 19. Amendment, Modification, and Termination.................................................    20

Article 20. Withholding..............................................................................    21


FNT 2005 Omnibus Incentive Plan (v2)



                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

      1.1.  ESTABLISHMENT OF THE PLAN. Fidelity National Title Group, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Fidelity National
Title Group, Inc. 2005 Omnibus Incentive Plan" (hereinafter referred to as the
"Plan"). The Plan permits the granting of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Units and Other Awards.

      The Plan shall become effective as of September 26, 2005 (the "Effective
Date"), subject to the approval of the Plan by the stockholders of the Company.

      1.2.  OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives that are
consistent with the Company's goals and that link the personal interests of
Participants to those of the Company's stockholders.

      The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
or are expected to make significant contributions to the Company's success and
to allow Participants to share in the success of the Company.

      1.3.  DURATION OF THE PLAN. No Award may be granted under the Plan after
the day immediately preceding the tenth anniversary of the Effective Date, or
such earlier date as the Board shall determine. The Plan will remain in effect
with respect to outstanding Awards until no Awards remain outstanding.

ARTICLE 2. DEFINITIONS

      The following terms, when capitalized, shall have the meanings set forth
below:

      2.1.  "AWARD" means, individually or collectively, Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units, and Other Awards
granted under the Plan.

      2.2.  "AWARD AGREEMENT" means an agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award.

      2.3.  "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

FNT 2005 Omnibus Incentive Plan (v2)



      2.4.  "BOARD" means the Board of Directors of the Company.

      2.5.  "CHANGE IN CONTROL" means that the conditions set forth in any one
of the following subsections shall have been satisfied:

            (a)   an acquisition immediately after which any Person possesses
                  direct or indirect Beneficial Ownership of 25% or more of
                  either the then outstanding shares of Company common stock
                  (the "Outstanding Company Common Stock") or the combined
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided that, immediately after such acquisition, the
                  acquirer's Beneficial Ownership of the Outstanding Company
                  Common Stock or the Outstanding Company Voting Securities, as
                  the case may be, exceeds FNF's; provided further that the
                  following acquisitions shall be excluded: (i) any acquisition
                  directly from the Company, other than an acquisition by virtue
                  of the exercise of a conversion privilege unless the security
                  being so converted was itself acquired directly from the
                  Company, (ii) any acquisition by the Company or by FNF, (iii)
                  any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company, a Parent or a
                  Subsidiary, or (iv) any acquisition pursuant to a transaction
                  that complies with paragraphs (i), (ii) and (iii) of
                  subsection (c) of this Section 2.5; or

            (b)   during any period of two consecutive years, the individuals
                  who, as of the beginning of such period, constitute the Board
                  (such Board shall be hereinafter referred to as the "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  of the Board; provided that for purposes of this Section 2.5,
                  any individual who becomes a member of the Board subsequent to
                  the beginning of such period and whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least two-thirds of those individuals who are
                  members of the Board and who were also members of the
                  Incumbent Board (or deemed to be such pursuant to this
                  proviso) shall be considered as though such individual were a
                  member of the Incumbent Board; provided, further, that any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest or
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of a Person other than the Board shall not be
                  so considered as a member of the Incumbent Board; or

            (c)   consummation of a reorganization, merger, share exchange,
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company ("Corporate
                  Transaction"); excluding, however, such a Corporate
                  Transaction pursuant to which:

                                       2


                  (i)   all or substantially all of the individuals and entities
                        who have Beneficial Ownership, respectively, of the
                        Outstanding Company Common Stock and Outstanding Company
                        Voting Securities immediately prior to such Corporate
                        Transaction will have Beneficial Ownership, directly or
                        indirectly, of more than 50% of, respectively, the
                        outstanding shares of common stock and the combined
                        voting power of the then outstanding voting securities
                        entitled to vote generally in the election of directors,
                        as the case may be, of the corporation resulting from
                        such Corporate Transaction (including, without
                        limitation, the Company or a corporation that as a
                        result of such transaction owns the Company or all or
                        substantially all of the Company's assets either
                        directly or through one or more subsidiaries) (the
                        "Resulting Corporation") in substantially the same
                        proportions as their ownership, immediately prior to
                        such Corporate Transaction, of the Outstanding Company
                        Common Stock and Outstanding Company Voting Securities,
                        as the case may be;

                  (ii)  no Person (other than (1) the Company, (2) the parent
                        organization of the Company or Resulting Corporation,
                        (3) an employee benefit plan (or related trust)
                        sponsored or maintained by the Company or Resulting
                        Corporation, or (4) any entity controlled by the Company
                        or Resulting Corporation) will have Beneficial
                        Ownership, directly or indirectly, of 25% or more of,
                        respectively, the outstanding shares of common stock of
                        the Resulting Corporation or the combined voting power
                        of the outstanding voting securities of the Resulting
                        Corporation entitled to vote generally in the election
                        of directors, except to the extent that such ownership
                        existed prior to the Corporate Transaction; and

                  (iii) individuals who were members of the Incumbent Board will
                        continue to constitute at least a majority of the
                        members of the board of directors of the Resulting
                        Corporation; or

            (d)   the approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

Notwithstanding anything to the contrary in the foregoing definition, neither an
initial public offering of the Company's common stock nor the distribution of
the Company's common stock held by FNF to FNF's stockholders (the
"Distribution") shall constitute a Change in Control for purposes of this Plan.
In addition, as long as FNF owns more than 50% of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, a change in control of FNF shall
also be considered a Change in Control

                                       3


under the Plan. For this purpose, whether a change in control of FNF has
occurred shall be determined in the same manner as described above with respect
to the Company, except that if the change in control is the result of an
acquisition of FNF's outstanding common stock or outstanding voting securities,
Beneficial Ownership of more than 50% of FNF's outstanding common stock or
outstanding voting securities must be acquired before a Change in Control will
be deemed to have occurred under the Plan.

      2.6.  "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

      2.7.  "COMMITTEE" means the Committee, as specified in Section 3.1,
appointed by the Board to administer the Plan.

      2.8.  "COMPANY" means Fidelity National Title Group, Inc., a Delaware
corporation, and any successor thereto.

      2.9.  "CONSULTANT" means any consultant or advisor to the Company, a
Parent or a Subsidiary.

      2.10. "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company, a Parent or a Subsidiary.

      2.11. "DIVIDEND EQUIVALENT" means, with respect to Shares subject to an
Award, a right to be paid an amount equal to the dividends declared and paid on
an equal number of outstanding Shares.

      2.12. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

      2.13. "EMPLOYEE" means any employee of the Company, a Parent or a
Subsidiary.

      2.14. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

      2.15. "EXERCISE PRICE" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

      2.16. "FAIR MARKET VALUE" means the fair market value of a Share as
determined in good faith by the Committee or pursuant to a procedure specified
in good faith by the Committee; provided, however, that if the Committee has not
specified otherwise, Fair Market Value shall mean the closing price of a Share
as reported in a consolidated transaction reporting system on the date of
valuation, or, if there was no such sale on the relevant date, then on the last
previous day on which a sale was reported.

                                       4


      2.17. "FNF" means Fidelity National Financial, Inc., a Delaware
corporation, and any successor thereto.

      2.18. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.

      2.19. "INCENTIVE STOCK OPTION" or "ISO" means an Option that is intended
to meet the requirements of Code Section 422.

      2.20. "NONQUALIFIED STOCK OPTION" or "NQSO" means an Option that is not
intended to meet the requirements of Code Section 422.

      2.21. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option granted under the Plan, as described in Article 6 herein.

      2.22. "OTHER AWARD" means a cash, Share-based or Share-related Award
(other than an Award described in Article 6, 7, 8, 9 or 10 of the Plan) that is
granted pursuant to Article 11 herein.

      2.23. "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. Notwithstanding the foregoing, for purposes of
determining whether any individual may be a Participant for purposes of any
grant of Incentive Stock Options, "Parent" shall have the meaning ascribed to
such term in Code Section 424(e).

      2.24. "PARTICIPANT" means a current or former Employee, Director or
Consultant who has rights relating to an outstanding Award.

      2.25. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

      2.26. "PERFORMANCE PERIOD" means the period during which a performance
measure must be met.

      2.27. "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 9 herein.

      2.28. "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 10 herein.

      2.29. "PERIOD OF RESTRICTION" means the period Restricted Stock or
Restricted Stock Units are subject to a substantial risk of forfeiture and are
not transferable, as provided in Articles 8 and 9 herein.

      2.30. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof.

                                       5


      2.31. "REPLACEMENT AWARDS" means Awards issued in substitution of awards
granted under equity-based incentive plans sponsored or maintained by an entity
with which the Company engages in a merger, acquisition or other business
transaction, pursuant to which awards relating to interests in such entity (or a
related entity) are outstanding immediately prior to such merger, acquisition or
other business transaction. For all purposes hereunder, Replacement Awards shall
be deemed Awards.

      2.32. "RESTRICTED STOCK" means an Award granted to a Participant, as
described in Article 8 herein.

      2.33. "RESTRICTED STOCK UNIT" means an Award granted to a Participant, as
described in Article 9 herein.

      2.34. "SHARE" means a share of Class A common stock of the Company, par
value $0.0001 per share, subject to adjustment pursuant to Section 4.3 hereof.

      2.35. "STOCK APPRECIATION RIGHT" or "SAR" means an Award granted to a
Participant, either alone or in connection with a related Option, as described
in Article 7 herein.

      2.36. "SUBSIDIARY" means any corporation in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the total combined
voting power of all classes of stock, or any other entity (including, but not
limited to, partnerships and joint ventures) in which the Company owns, directly
or indirectly, at least fifty percent (50%) of the combined equity thereof.
Notwithstanding the foregoing, for purposes of determining whether any
individual may be a Participant for purposes of any grant of Incentive Stock
Options, "Subsidiary" shall have the meaning ascribed to such term in Code
Section 424(f).

      2.37. "TANDEM SAR" means an SAR that is granted in connection with a
related Option, as described in Article 7 herein.

ARTICLE 3. ADMINISTRATION

      3.1.  THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or such other committee (the "Committee") as the Board
shall select consisting solely of two or more members of the Board. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board. Notwithstanding the foregoing, until such time as the
Board appoints the Committee, the Compensation Committee of FNF's Board of
Directors shall serve as the Committee.

      3.2.  AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select the Employees,
Directors and Consultants who shall participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any Award
Agreement or other agreement or

                                       6


instrument entered into in connection with the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; and, subject to the
provisions of Section 19.3 herein, amend the terms and conditions of any
outstanding Award and Award Agreement. Further, the Committee shall make all
other determinations that may be necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate its authority as
identified herein.

      3.3.  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, its stockholders, Directors, Employees,
Consultants and their estates and beneficiaries and any transferee of an Award.

ARTICLE 4. SHARES SUBJECT TO THE PLAN; INDIVIDUAL LIMITS; AND ANTI-DILUTION
           ADJUSTMENTS

      4.1.  NUMBER OF SHARES AVAILABLE FOR GRANTS.

            (a)   Subject to adjustment as provided in Section 4.3 herein, the
                  maximum number of Shares that may be delivered pursuant to
                  Awards under the Plan shall be 8,000,000, provided that:

                  (i)   Shares that are potentially deliverable under an Award
                        that is canceled, forfeited, settled in cash, expires or
                        is otherwise terminated without delivery of such Shares
                        shall not be counted as having been delivered under the
                        Plan.

                  (ii)  Shares that are held back, tendered or returned to cover
                        the Exercise Price or tax withholding obligations with
                        respect to an Award shall not be counted as having been
                        delivered under the Plan.

                  (iii) Shares that have been issued in connection with an Award
                        of Restricted Stock that is canceled or forfeited prior
                        to vesting or settled in cash, causing the Shares to be
                        returned to the Company, shall not be counted as having
                        been delivered under the Plan.

                  Notwithstanding the foregoing, if Shares are returned to the
                  Company in satisfaction of taxes relating to Restricted Stock,
                  in connection with a cash out of Restricted Stock (but
                  excluding upon forfeiture of Restricted Stock) or in
                  connection with the tendering of Shares by a Participant in
                  satisfaction of the Exercise Price or taxes relating to an
                  Award, such issued Shares shall not become available again
                  under the Plan if (x) the transaction resulting in the return
                  of Shares occurs more than ten years after the date the Plan
                  is approved by stockholders in a manner that constitutes
                  stockholder approval for purposes of the New York Stock
                  Exchange

                                       7


                  listing standards or (y) such event would constitute a
                  "material revision" of the Plan subject to stockholder
                  approval under then applicable rules of the New York Stock
                  Exchange.

                  Shares delivered pursuant to the Plan may be authorized but
                  unissued Shares, treasury Shares or Shares purchased on the
                  open market.

            (b)   Subject to adjustment as provided in Section 4.3 herein,
                  8,000,000 Shares may be delivered in connection with "full
                  value Awards," meaning Awards other than Options, SARs, or
                  Other Awards for which the Participant pays the grant date
                  intrinsic value directly or by forgoing a right to receive a
                  cash payment from the Company; provided, however, that
                  full-value Awards in excess of the number specified in the
                  above limit may be granted and Shares delivered in settlement
                  thereof if the aggregate number of Shares that remain
                  available for Awards other than full-value Awards is reduced
                  by 3 Shares for each excess Share delivered.

            (c)   Notwithstanding the foregoing, for purposes of determining the
                  number of Shares available for grant as Incentive Stock
                  Options, only Shares that are subject to an Award that expires
                  or is cancelled, forfeited or settled in cash shall be treated
                  as not having been issued under the Plan.

      4.2.  INDIVIDUAL LIMITS. Subject to adjustment as provided in Section 4.3
herein, the following rules shall apply with respect to Awards and any related
dividends or Dividend Equivalents intended to qualify for the Performance-Based
Exception:

            (a)   OPTIONS: The maximum aggregate number of Shares with respect
                  to which Options may be granted in any one fiscal year to any
                  one Participant shall be 4,000,000 Shares.

            (b)   SARS: The maximum aggregate number of Shares with respect to
                  which Stock Appreciation Rights may be granted in any one
                  fiscal year to any one Participant shall be 4,000,000 Shares.

            (c)   RESTRICTED STOCK: The maximum aggregate number of Shares of
                  Restricted Stock that may be granted in any one fiscal year to
                  any one Participant shall be 2,000,000 Shares.

            (d)   RESTRICTED STOCK UNITS: The maximum aggregate number of Shares
                  with respect to which Restricted Stock Units may be granted in
                  any one fiscal year to any one Participant shall be 2,000,000
                  Shares.

                                       8


            (e)   PERFORMANCE SHARES: The maximum aggregate number of Shares
                  with respect to which Performance Shares may be granted in any
                  one fiscal year to any one Participant shall be 2,000,000
                  Shares.

            (f)   PERFORMANCE UNITS: The maximum aggregate compensation that can
                  be paid pursuant to Performance Units awarded in any one
                  fiscal year to any one Participant shall be $25,000,000 or a
                  number of Shares having an aggregate Fair Market Value not in
                  excess of such amount.

            (g)   OTHER AWARDS: The maximum aggregate compensation that can be
                  paid pursuant to Other Awards awarded in any one fiscal year
                  to any one Participant shall be $25,000,000 or a number of
                  Shares having an aggregate Fair Market Value not in excess of
                  such amount.

            (h)   DIVIDENDS AND DIVIDEND EQUIVALENTS: The maximum dividend or
                  Dividend Equivalent that may be paid in any one fiscal year to
                  any one Participant shall be $2,000,000.

      4.3.  ADJUSTMENTS IN AUTHORIZED SHARES AND AWARDS. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, spin-off, stock split, reverse stock split, share
combination, share exchange, extraordinary dividend, or any change in the
corporate structure affecting the Shares, such adjustment shall be made in the
number and kind of Shares that may be delivered under the Plan as set forth in
Section 4.1(a) and (b), the individual limits set forth in Section 4.2, and,
with respect to outstanding Awards, the number and kind of Shares subject to
outstanding Awards, the Exercise Price, grant price or other price of Shares
subject to outstanding Awards, any performance conditions relating to Shares,
the market price of Shares, or per-Share results, and other terms and conditions
of outstanding Awards, as may be determined to be appropriate and equitable by
the Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that, unless otherwise determined by the Committee,
the number of Shares subject to any Award shall always be rounded down to a
whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

      5.1.  ELIGIBILITY. Persons eligible to participate in the Plan include all
Employees, Directors and Consultants.

      5.2.  ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, Directors
and Consultants, those to whom Awards shall be granted and shall determine the
nature and amount of each Award.

                                       9


ARTICLE 6. OPTIONS

      6.1.  GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such amounts, upon such terms, and at
such times as the Committee shall determine.

      6.2.  AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO or an NQSO. Options that are intended to be ISOs
shall be subject to the limitations set forth in Code Section 422.

      6.3.  EXERCISE PRICE. The Exercise Price for each grant of an Option under
the Plan shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted; provided, however,
that this restriction shall not apply to Replacement Awards or Awards that are
adjusted pursuant to Section 4.3 herein. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall have an Exercise Price that is less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the date the ISO is
granted.

      6.4.  DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall be exercisable later than the fifth (5th) anniversary of the
date of its grant.

      6.5.  EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
set forth in the Award Agreement and as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.

      6.6.  PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised and
specifying the method of payment of the Exercise Price.

      The Exercise Price of an Option shall be payable to the Company in full:
(a) in cash or its equivalent, (b) by tendering Shares or directing the Company
to withhold Shares from the Option having an aggregate Fair Market Value at the
time of exercise equal to the Exercise Price, (c) by broker-assisted cashless
exercise, (d) in any other manner then permitted by the Committee, or (e) by a
combination of any of the permitted methods of payment. The Committee may limit
any method of payment, other

                                       10


than that specified under (a), for administrative convenience, to comply with
applicable law, or for any other reason.

      6.7.  RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

      6.8.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Options may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      6.9.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or, if the Participant is a Director or Consultant, service with the
Company, a Parent and/or a Subsidiary, as the case may be. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among
all Options, and may reflect distinctions based on the reasons for termination
of employment or service.

      6.10. NONTRANSFERABILITY OF OPTIONS.

            (a)   INCENTIVE STOCK OPTIONS. ISOs may not be sold, transferred,
                  pledged, assigned, or otherwise alienated or hypothecated,
                  other than by will or by the laws of descent and distribution,
                  and shall be exercisable during a Participant's lifetime only
                  by such Participant.

            (b)   NONQUALIFIED STOCK OPTIONS. Except as otherwise determined by
                  the Committee, NQSOs may not be sold, transferred, pledged,
                  assigned, or otherwise alienated or hypothecated, other than
                  by will or by the laws of descent and distribution, and shall
                  be exercisable during a Participant's lifetime only by such
                  Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

      7.1.  GRANT OF SARS. Subject to the terms and provisions of the Plan, SARs
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SAR.

      The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

                                       11


      The grant price of a Freestanding SAR shall at least equal to the Fair
Market Value of a Share on the date of grant of the SAR, and the grant price of
a Tandem SAR shall equal the Exercise Price of the related Option; provided,
however, that this restriction shall not apply to Replacement Awards or Awards
that are adjusted pursuant to Section 4.3 herein.

      7.2.  EXERCISE OF TANDEM SARS. A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then exercisable. To the
extent exercisable, Tandem SARs may be exercised for all or part of the Shares
subject to the related Option. The exercise of all or part of a Tandem SAR shall
result in the forfeiture of the right to purchase a number of Shares under the
related Option equal to the number of Shares with respect to which the SAR is
exercised. Conversely, upon exercise of all or part of an Option with respect to
which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR
shall similarly be forfeited.

      Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Exercise Price of the underlying
ISO and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise
Price of the ISO.

      7.3.  EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them and sets forth in the Award Agreement.

      7.4.  AWARD AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.

      7.5.  TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.

      7.6.  PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

            (a)   the difference between the Fair Market Value of a Share on the
                  date of exercise over the grant price; by

            (b)   the number of Shares with respect to which the SAR is
                  exercised.

      At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof.

                                       12


      7.7.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of SARs may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      7.8.  TERMINATION OF EMPLOYMENT OR SERVICE. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or, if the
Participant is a Director or Consultant, service with the Company, a Parent
and/or a Subsidiary, as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all SARs, and
may reflect distinctions based on the reasons for termination of employment or
service.

      7.9.  NONTRANSFERABILITY OF SARS. Except as otherwise determined by the
Committee, SARs may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution, and shall be exercisable during a Participant's lifetime only by
such Participant.

ARTICLE 8. RESTRICTED STOCK

      8.1.  GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, Restricted Stock may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      8.2.  AWARD AGREEMENT. Each Restricted Stock grant shall be evidenced by
an Award Agreement that shall specify the Period(s) of Restriction and, if
applicable, Performance Period(s), the number of Shares of Restricted Stock
granted, and such other provisions as the Committee shall determine.

      8.3.  OTHER RESTRICTIONS. The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
a requirement that the issuance of Shares of Restricted Stock be delayed,
restrictions based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions, and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock. The Company may
retain in its custody any certificate evidencing the Shares of Restricted Stock
and place thereon a legend and institute stop-transfer orders on such Shares,
and the Participant shall be obligated to sign any stock power requested by the
Company relating to the Shares to give effect to the forfeiture provisions of
the Restricted Stock.

                                       13


      8.4.  REMOVAL OF RESTRICTIONS. Subject to applicable laws, Restricted
Stock shall become freely transferable by the Participant after the last day of
the Period of Restriction applicable thereto. Once Restricted Stock is released
from the restrictions, the Participant shall be entitled to receive a
certificate evidencing the Shares.

      8.5.  VOTING RIGHTS. Unless otherwise determined by the Committee and set
forth in a Participant's Award Agreement, to the extent permitted or required by
law, as determined by the Committee, Participants holding Shares of Restricted
Stock granted hereunder may exercise full voting rights with respect to those
Shares during the Period of Restriction.

      8.6.  DIVIDENDS AND OTHER DISTRIBUTIONS. Except as otherwise provided in a
Participant's Award Agreement, during the Period of Restriction, Participants
holding Shares of Restricted Stock shall receive all regular cash dividends paid
with respect to all Shares while they are so held, and, except as otherwise
determined by the Committee, all other distributions paid with respect to such
Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with
respect to which they were paid and paid at such time following full vesting as
are paid the Shares of Restricted Stock with respect to which such distributions
were made.

      8.7.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
unvested Restricted Stock following termination of the Participant's employment
or, if the Participant is a Director or Consultant, service with the Company, a
Parent and/or a Subsidiary, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Awards of Restricted Stock, and may reflect distinctions based on the
reasons for termination of employment or service.

      8.8.  NONTRANSFERABILITY OF RESTRICTED STOCK. Except as otherwise
determined by the Committee, during the applicable Period of Restriction, a
Participant's Restricted Stock and rights relating thereto shall be available
during the Participant's lifetime only to such Participant, and such Restricted
Stock and related rights may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated other than by will or by the laws of descent
and distribution.

ARTICLE 9. RESTRICTED STOCK UNITS AND PERFORMANCE SHARES

      9.1.  GRANT OF RESTRICTED STOCK UNITS/PERFORMANCE SHARES. Subject to the
terms and provisions of the Plan, Restricted Stock Units and Performance Shares
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine.

      9.2.  AWARD AGREEMENT. Each grant of Restricted Stock Units or Performance
Shares shall be evidenced by an Award Agreement that shall specify the
applicable Period(s) of Restriction and/or Performance Period(s) (as the case
may be), the number

                                       14


of Restricted Stock Units or Performance Shares granted, and such other
provisions as the Committee shall determine. The initial value of a Restricted
Stock Unit or Performance Share shall be at least equal to the Fair Market Value
of a Share on the date of grant; provided, however, that this restriction shall
not apply to Replacement Awards or Awards that are adjusted pursuant to Section
4.3 herein.

      9.3.  FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of Restricted Stock Units
or Performance Shares shall be made at a specified settlement date that shall
not be earlier than the last day of the Period of Restriction or Performance
Period, as the case may be. The Committee, in its sole discretion, may pay
earned Restricted Stock Units and Performance Shares by delivery of Shares or by
payment in cash of an amount equal to the Fair Market Value of such Shares (or a
combination thereof). The Committee may provide that settlement of Restricted
Stock Units or Performance Shares shall be deferred, on a mandatory basis or at
the election of the Participant.

      9.4.  VOTING RIGHTS. A Participant shall have no voting rights with
respect to any Restricted Stock Units or Performance Shares granted hereunder;
provided, however, that the Committee may deposit Shares potentially deliverable
in connection with Restricted Stock Units or Performance Shares in a rabbi
trust, in which case the Committee may provide for pass through voting rights
with respect to such deposited Shares.

      9.5.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Restricted Stock Units or Performance Shares may provide the Participant with
the right to receive Dividend Equivalents, which may be paid currently or
credited to an account for the Participant, and may be settled in cash and/or
Shares, as determined by the Committee in its sole discretion, subject in each
case to such terms and conditions as the Committee shall establish.

      9.6.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Restricted Stock Units or Performance Shares
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Restricted Stock
Units or Performance Shares, and may reflect distinctions based on the reasons
for termination of employment or service.

      9.7.  NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Restricted Stock Units and Performance Shares and rights relating thereto may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.

                                       15


ARTICLE 10. PERFORMANCE UNITS

      10.1. GRANT OF PERFORMANCE UNITS. Subject to the terms and conditions of
the Plan, Performance Units may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      10.2. AWARD AGREEMENT. Each grant of Performance Units shall be evidenced
by an Award Agreement that shall specify the number of Performance Units
granted, the Performance Period(s), the performance goals and such other
provisions as the Committee shall determine.

      10.3. VALUE OF PERFORMANCE UNITS. The Committee shall set performance
goals in its discretion that, depending on the extent to which they are met,
will determine the number and/or value of Performance Units that will be paid
out to the Participants.

      10.4. FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of earned Performance
Units shall be made following the close of the applicable Performance Period.
The Committee, in its sole discretion, may pay earned Performance Units in cash
or in Shares that have an aggregate Fair Market Value equal to the value of the
earned Performance Units (or a combination thereof). The Committee may provide
that settlement of Performance Units shall be deferred, on a mandatory basis or
at the election of the Participant.

      10.5. DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Performance Units may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for
the Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      10.6. TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Performance Units following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company, a Parent and/or a Subsidiary, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, need not
be uniform among all Performance Units and may reflect distinctions based on
reasons for termination of employment or service.

      10.7. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Performance Units and rights relating thereto may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

                                       16


ARTICLE 11. OTHER AWARDS

      11.1. GRANT OF OTHER AWARDS. Subject to the terms and conditions of the
Plan, Other Awards may be granted to Participants in such amounts, upon such
terms, and at such times as the Committee shall determine. Types of Other Awards
that may be granted pursuant to this Article 11 include, without limitation, the
payment of cash or Shares based on attainment of performance goals established
by the Committee, the payment of Shares as a bonus or in lieu of cash based on
attainment of performance goals established by the Committee, and the payment of
Shares in lieu of cash under other Company incentive or bonus programs

      11.2. PAYMENT OF OTHER AWARDS. Payment under or settlement of any such
Awards shall be made in such manner and at such times as the Committee may
determine.

      11.3. TERMINATION OF EMPLOYMENT OR SERVICE. The Committee shall determine
the extent to which the Participant shall have the right to receive Other Awards
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, may be included in an agreement entered into with
each Participant, but need not be uniform among all Other Awards, and may
reflect distinctions based on the reasons for termination of employment or
service.

      11.4. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Other Awards and rights relating thereto may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

ARTICLE 12. REPLACEMENT AWARDS

      Each Replacement Award shall have substantially the same terms and
conditions (as determined by the Committee) as the award it replaces; provided,
however, that the number of Shares subject to Replacement Awards, the Exercise
Price, grant price or other price of Shares subject to Replacement Awards, any
performance conditions relating to Shares underlying Replacement Awards, or the
market price of Shares underlying Replacement Awards or per-Share results may
differ from the awards they replace to the extent such differences are
determined to be appropriate and equitable by the Committee, in its sole
discretion.

ARTICLE 13. PERFORMANCE MEASURES

      The Committee may specify that the attainment of one or more of the
performance measures set forth in this Article 13 shall determine the degree of
granting, vesting and/or payout with respect to Awards (including any related
dividends or Dividend Equivalents) that the Committee intends will qualify for
the Performance-Based Exception. The performance goals to be used for such
Awards shall be chosen from among the following performance measure(s): earnings
per share, economic value

                                       17


created, market share (actual or targeted growth), net income (before or after
taxes), operating income, adjusted net income after capital charge, return on
assets (actual or targeted growth), return on capital (actual or targeted
growth), return on equity (actual or targeted growth), return on investment
(actual or targeted growth), revenue (actual or targeted growth), cash flow,
operating margin, share price, share price growth, total stockholder return, and
strategic business criteria consisting of one or more objectives based on
meeting specified market penetration goals, productivity measures, geographic
business expansion goals, cost targets, customer satisfaction or employee
satisfaction goals, goals relating to merger synergies, management of employment
practices and employee benefits, or supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of Subsidiaries
and/or other affiliates or joint ventures. The targeted level or levels of
performance with respect to such performance measures may be established at such
levels and on such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods,
or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies. Awards (including any related dividends or
Dividend Equivalents) that are not intended to qualify for the Performance-Based
Exception may be based on these or such other performance measures as the
Committee may determine.

      Achievement of performance goals in respect of Awards intended to qualify
under the Performance-Based Exception shall be measured over a Performance
Period, and the goals shall be established not later than ninety (90) days after
the beginning of the Performance Period or, if less than (90) days, the number
of days that is equal to twenty-five percent (25%) of the relevant Performance
Period applicable to the Award. The Committee shall have the discretion to
adjust the determinations of the degree of attainment of the pre-established
performance goals; provided, however, that Awards that are designed to qualify
for the Performance-Based Exception may not be adjusted upward (the Committee
may, in its discretion, adjust such Awards downward).

ARTICLE 14. BENEFICIARY DESIGNATION

      Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing during the Participant's lifetime with the Committee. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 15. DEFERRALS

      If permitted by the Committee, a Participant may defer receipt of amounts
that would otherwise be provided to such Participant with respect to an Award,
including Shares deliverable upon exercise of an Option or SAR or upon payout of
any other Award. If permitted, such deferral (and the required deferral
election) shall be made in

                                       18


accordance with, and shall be subject to, the terms and conditions of the
applicable nonqualified deferred compensation plan, agreement or arrangement
under which such deferral is made and such other terms and conditions as the
Committee may prescribe.

ARTICLE 16. RIGHTS OF PARTICIPANTS

      16.1. CONTINUED SERVICE. Nothing in the Plan shall:

            (a)   interfere with or limit in any way the right of the Company, a
                  Parent or a Subsidiary to terminate any Participant's
                  employment or service at any time,

            (b)   confer upon any Participant any right to continue in the
                  employ or service of the Company, a Parent or a Subsidiary,
                  nor

            (c)   confer on any Director any right to continue to serve on the
                  Board of Directors of the Company, a Parent or a Subsidiary.

      16.2. PARTICIPATION. No Employee, Director or Consultant shall have the
right to be selected to receive an Award under the Plan, or, having been so
selected, to be selected to receive future Awards.

ARTICLE 17. CHANGE IN CONTROL

      Except as otherwise provided in a Participant's Award Agreement, upon the
occurrence of a Change in Control, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges:

            (a)   any and all outstanding Options and SARs granted hereunder
                  shall become immediately exercisable; provided, however, that
                  the Committee instead may instead provide that such Awards
                  shall be automatically cashed out upon a Change in Control;

            (b)   any Period of Restriction or other restriction imposed on
                  Restricted Stock, Restricted Stock Units and Other Awards
                  shall lapse; and

            (c)   any and all Performance Shares, Performance Units and other
                  Awards (if performance-based) shall be deemed earned at the
                  target level (or if no target level is specified, the maximum
                  level) with respect to all open Performance Periods.

ARTICLE 18. ADDITIONAL FORFEITURE PROVISIONS

      The Committee may condition a Participant's right to receive a grant of an
Award, to vest in the Award, to exercise the Award, to retain cash, Shares,
other Awards, or other property acquired in connection with the Award, or to
retain the profit or gain realized by the Participant in connection with the
Award, including cash or other

                                       19


proceeds received upon sale of Shares acquired in connection with an Award, upon
compliance by the Participant with specified conditions relating to
non-competition, confidentiality of information relating to or possessed by the
Company, non-solicitation of customers, suppliers, and employees of the Company,
cooperation in litigation, non-disparagement of the Company and its officers,
directors and affiliates, and other restrictions upon or covenants of the
Participant, including during specified periods following termination of
employment with or service for the Company, a Parent and/or a Subsidiary.

ARTICLE 19. AMENDMENT, MODIFICATION, AND TERMINATION

      19.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment that requires stockholder approval
in order for the Plan to continue to comply with the New York Stock Exchange
listing standards or any rule promulgated by the United States Securities and
Exchange Commission or any securities exchange on which the securities of the
Company are listed shall be effective unless such amendment shall be approved by
the requisite vote of stockholders of the Company entitled to vote thereon
within the time period required under such applicable listing standard or rule.

      19.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. With respect to any Awards
intended to comply with the Performance-Based Exception, any such exception
shall be specified at such times and in such manner as will not cause such
Awards to fail to qualify under the Performance-Based Exception.

      19.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan or of any Award shall adversely affect in any material way any Award
previously granted under the Plan without the written consent of the Participant
holding such Award, unless such termination, modification or amendment is
required by applicable law and except as otherwise provided herein.

      19.4. COMPLIANCE WITH THE PERFORMANCE-BASED EXCEPTION. If it is intended
that an Award (and/or any dividends or Dividend Equivalents relating to such
Award) comply with the requirements of the Performance-Based Exception, the
Committee may apply any restrictions it deems appropriate such that the Awards
(and/or dividends or Dividend Equivalents) maintain eligibility for the
Performance-Based Exception. If changes are made to Code Section 162(m) or
regulations promulgated thereunder to permit greater flexibility with respect to
any Award or Awards available under the Plan,

                                       20


the Committee may, subject to this Article 19, make any adjustments to the Plan
and/or Award Agreements it deems appropriate.

ARTICLE 20. WITHHOLDING

      20.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, domestic or foreign taxes required
by law or regulation to be withheld with respect to any taxable event arising as
a result of the Plan.

      20.2. USE OF SHARES TO SATISFY WITHHOLDING OBLIGATION. With respect to
withholding required upon the exercise of Options or SARs, upon the vesting or
settlement of Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units, or upon any other taxable event arising as a result of Awards
granted hereunder, the Committee may require or may permit Participants to elect
that the withholding requirement be satisfied, in whole or in part, by having
the Company withhold, or by tendering to the Company, Shares having a Fair
Market Value equal to the minimum statutory withholding (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes) that could be imposed on the transaction and, in any case in
which it would not result in additional accounting expense to the Company, taxes
in excess of the minimum statutory withholding amounts. Any such elections by a
Participant shall be irrevocable, made in writing and signed by the Participant.

ARTICLE 21. INDEMNIFICATION

      Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification is subject to the person having been
successful in the legal proceedings or having acted in good faith and what is
reasonably believed to be a lawful manner in the Company's best interests. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

                                       21


ARTICLE 22. SUCCESSORS

      All obligations of the Company under the Plan and with respect to Awards
shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the
business and/or assets of the Company.

ARTICLE 23. LEGAL CONSTRUCTION

      23.1. GENDER, NUMBER AND REFERENCES. Except where otherwise indicated by
the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural. Any
reference in the Plan to an act or code or to any section thereof or rule or
regulation thereunder shall be deemed to refer to such act, code, section, rule
or regulation, as may be amended from time to time, or to any successor act,
code, section, rule or regulation.

      23.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      23.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      23.4. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Florida, without giving effect to conflicts or
choice of law principles.

      23.5. NON-EXCLUSIVE PLAN. Neither the adoption of the Plan by the Board
nor its submission to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements as it may deem desirable,
including other incentive arrangements and awards that do or do not qualify
under the Performance-Based Exception.

      23.6. CODE SECTION 409A COMPLIANCE. To the extent applicable, it is
intended that this Plan and any Awards granted under the Plan comply with the
requirements of Code Section 409A and any related regulations or other guidance
promulgated with respect to such Section by the U.S. Department of the Treasury
or the Internal Revenue Service (collectively "Section 409A"). Any provision
that would cause the Plan or any Award granted under the Plan to fail to satisfy
Section 409A shall have no force or effect until amended to comply with Section
409A, which amendment may be retroactive to the extent permitted by Section
409A.

                                       22

                                                                   EXHIBIT 10.50

                       FIDELITY NATIONAL TITLE GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         Fidelity National Title Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an employee stock
purchase plan to be known as the "Fidelity National Title Group, Inc. Employee
Stock Purchase Plan" (hereinafter referred to as the "Plan"). The Plan shall
become effective on September 26, 2005.

                                   ARTICLE I
                               PURPOSE OF THE PLAN

         1.1. PURPOSE. The Company has determined that it is in its best
interests to provide an incentive to attract and retain Employees and to
increase Employee morale by providing a program through which Employees may
acquire a proprietary interest in the Company through the purchase of Company
Stock. The Plan shall permit Employees to subscribe for and purchase shares of
the Company Stock, and to pay the purchase price in installments by payroll
deductions. Participation in the Plan is entirely voluntary and neither the
Company nor any of its Subsidiaries makes any recommendations to their Employees
as to whether they should participate in the Plan. The Plan is not intended to
be an employee benefit plan under the Employee Retirement Income Security Act of
1974, as amended, nor qualify as an "employee stock purchase plan" under Section
423 of the Code.

                                   ARTICLE II
                                   DEFINITIONS

         2.1. BASE EARNINGS. "Base Earnings" means the amount of a Participant's
regular salary before deductions required by law and deductions authorized by
the Participant, including any elective deferrals with respect to a plan of the
Employer qualified under Sections 125 or 401(a) of the Code and any amounts
deferred by the Participant to a nonqualified deferred compensation plan
sponsored by the Employer. In the case of Participants primarily compensated on
a commission basis, "Base Earnings" may include commission earnings not to
exceed $7,500 per month. "Base Earnings" shall not include: wages paid for
overtime, extended workweek schedules or any other form of extra compensation,
payments made by the Employer based upon salary for Social Security, workers'
compensation, unemployment compensation, disability payments or any other
payment mandated by state or federal statute, or salary-related contributions
made by the Employer for insurance, annuity or any other employee benefit plan.

         2.2. BOARD. "Board" means the Board of Directors of the Company.

         2.3. BROKER. "Broker" means the financial institution designated by the
Company to act as Broker for the Plan under Article VIII below.

         2.4. BROKERAGE ACCOUNT. "Brokerage Account" means the bookkeeping entry
maintained by the Company for the purpose of accounting for the benefits accrued
by a Participant under the Plan.

         2.5. CODE. "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.

         2.6. COMMITTEE. "Committee" means the Committee described in Article
VIII.

         2.7. COMPANY. "Company" means Fidelity National Title Group, Inc., a
Delaware corporation.

         2.8. COMPANY STOCK. "Company Stock" means Class A common stock of the
Company, par value $0.0001 per share.

         2.9. DISTRIBUTION DATE. "Distribution Date" means the date as of which
the distribution of Company Stock to the holders of the outstanding common stock
of Fidelity National Financial, Inc., is effected.

         2.10. EMPLOYEE. "Employee" means each person currently employed by the
Employer who (a) averages at least twenty hours per week, any portion of whose
income is subject to withholding of income tax or for whom Social Security
retirement contributions are made by the Employer, or (b) qualifies as a
common-law employee of the Employer. Persons determined by the Board to be
non-Employees and Employees on a leave of absence are not eligible to become
Participants in the Plan.

         2.11. EMPLOYER. "Employer" means the Company and any Subsidiary that
adopts this Plan with the approval of the Board.

         2.12. PARTICIPANT. "Participant" means an Employee who has satisfied
the eligibility requirements of Section 3.1 and has become a participant in the
Plan in accordance with Section 3.2.

         2.13. PAYROLL PERIOD. "Payroll Period" means the pay periods coinciding
with the Employer's payroll practices, as revised from time to time.

         2.14. PLAN YEAR. "Plan Year" means the twelve consecutive month period
ending each December 31.

         2.15. QUARTER. "Quarter" means the three consecutive calendar month
periods commencing January 1 through March 31, April 1 through June 30, July 1
through September 30 and October 1 through December 31 each Plan Year.

         2.16. QUARTER END. "Quarter End" means the last day of each Quarter
(March 31, June 30, September 30 or December 31).

         2.17. SUBSIDIARY. "Subsidiary" means any corporation in which the
Company owns, directly or indirectly, at least fifty percent (50%) of the total
combined voting power of all classes of stock, or any other entity (including,
but not limited to, partnerships and joint ventures) in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the combined equity
thereof.

                                       2

                                  ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1. ELIGIBILITY. Eligibility under the Plan shall be determined as
follows:

                  (a) Each Employee of the Employer who participated in or was
eligible to participate in the Fidelity National Financial, Inc. Employee Stock
Purchase Plan (the "FNF ESPP") prior to the Distribution Date shall be eligible
to become a Participant in the Plan following the Distribution Date.

                  (b) All other Employees of the Employer shall be eligible to
become Participants in the Plan on the first day of the next Payroll Period (to
the extent practical under the Employer's payroll practices) following the
delivery of an enrollment form provided by the Employer (the "Enrollment Form")
coincident with or next following the completion of ninety days of employment
with the Employer.

         3.2. PARTICIPATION. As soon as administratively practicable following
the Distribution Date, as determined by the Committee in its sole discretion, an
Employee who has satisfied the eligibility requirements of Section 3.1 may
become a participant in the Plan upon his or her completion and delivery to the
Human Resources Department of the Company an Enrollment Form authorizing payroll
deductions. Payroll deductions for a Participant shall commence on the first day
of the next Payroll Period coincident with or next following the filing of the
Participant's Enrollment Form and shall remain in effect until revoked by the
Participant by the filing of a notice of withdrawal from the Plan under Article
VII or by the filing of a new Enrollment Form providing for a change in the
Participant's payroll deduction rate in accordance with Section 4.2 below.

         3.3. SPECIAL RULES. In the event that a person is excluded from
participation in the Plan under Section 2.10 above and a court of competent
jurisdiction determines that the person is eligible to participate in the Plan,
the person shall be treated as an Employee only from the date of the court's
determination and shall not be entitled to retroactive participation in the
Plan.

                                   ARTICLE IV
                               PAYROLL DEDUCTIONS

         4.1. PARTICIPANT ELECTION. Upon the Enrollment Form, each Participant
shall designate the amount of payroll deductions ("Participant Contributions")
to be made from his paycheck to purchase Company Stock under the Plan. The
amount of Participant Contributions shall be designated in whole percentages of
Base Earnings, of at least 3% not to exceed 15% of Base Earnings for any Plan
Year. The amount so designated upon the Enrollment Form shall be effective as of
the next Payroll Period and shall continue until terminated or altered in
accordance with Section 4.2 below.

         4.2. CHANGES IN ELECTION. A Participant may terminate participation in
the Plan at any time prior to the close of a Payroll Period as provided in
Article VII. A Participant may decrease or increase the rate of Participant
Contributions once each Quarter by completing and delivering to the Human
Resources Department of the Company a new Enrollment Form

                                       3

setting forth the desired change. Any change under this Section 4.2 shall become
effective on the first day of the next Payroll Period (to the extent practical
under the Employer's payroll practices) following the delivery of the new
Enrollment Form.

         4.3. PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate Brokerage Account for each Participant. The amount of each
Participant's Participant Contributions shall be credited to his or her
Brokerage Account. No interest will be paid or allowed on amounts credited to a
Participant's Brokerage Account. All Participant Contributions withheld by the
Company under the Plan are general corporate assets of the Company and may be
used by the Company for any corporate purpose. The Company is not obligated to
segregate such Participant Contributions.

                                   ARTICLE V
                              COMPANY CONTRIBUTIONS

         5.1. OFFICERS AND DIRECTORS. For each Officer or director of the
Employer who is a Participant in the Plan and remains an Employee on each day
from each Quarter End until the anniversary of that Quarter End (the "Matching
Date"), the Employer shall make a Matching Contribution to the Brokerage Account
of that Participant. The Matching Contribution shall be in an amount equal to
one-half of the amount of Participant Contributions set aside into the
Participant's Brokerage Account for the Quarter ending on the applicable Quarter
End. The Matching Contribution shall be made as soon as is practical to the
Broker following the Matching Date. Withholding taxes, if any, shall be made
upon such Matching Contribution based upon the Participant's existing
withholding percentages or as otherwise required by law from the Participant's
Base Earnings. For purposes of the Plan, "Officer" means president, secretary,
vice president, treasurer or assistant vice president and shall be determined by
the Committee as of any Quarter End.

         5.2. OTHER PARTICIPANTS. For each Participant who the Committee
determines is not an Officer or director of the Employer under Section 5.1 above
and who remains an Employee on each day from each Quarter End until the Matching
Date, the Company shall make a Matching Contribution to the Brokerage Account of
that Participant. Except as otherwise provided in Section 5.3 below, the
Matching Contribution shall be in an amount equal to one-third of the amount of
Participant Contributions set aside into the Participant's Brokerage Account for
the Quarter ending on the applicable Quarter End. The Matching Contribution
shall be made as soon as is practical to the Broker following the Matching Date.
Withholding taxes, if any, shall be made upon such Matching Contribution based
upon the Participant's existing withholding percentages or as otherwise required
by law from the Participant's Base Earnings.

         5.3. TEN-YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.2
above, with respect to each Participant who has completed at least ten
consecutive years of employment with the Employer at the time any Matching
Contribution will be made ("Ten-Year Employee"), the Matching Contribution for
such Participant under Section 5.2 above shall be one-half of the amount of the
Participant's Contributions instead of one-third. For purposes of this Section
5.3, a Participant's years of employment with Fidelity National Financial Inc.
("FNF") prior to the Distribution Date, including all direct and indirect
subsidiaries of FNF, shall be included in determining whether the Participant is
a Ten-Year Employee.

                                       4

         5.4. CHANGES IN STATUS. In the event that a Participant becomes an
Officer or director of the Employer, as described in Section 5.1 herein, or a
Ten-Year Employee, as described in Section 5.3 herein, during a Quarter, for
purposes of determining such Participant's Matching Contribution, all
Participant Contributions made during the Quarter in which the change in status
occurred shall be considered to have been made as an Officer, director or
Ten-Year Employee for that Quarter.

                                   ARTICLE VI
                                PURCHASE OF STOCK

         6.1. PURCHASE OF COMPANY STOCK. Absent an election by the Participant
to terminate his or her payroll deductions and have his or her Brokerage Account
returned, as soon as is practical following the transfer of funds from the
Employer to the Broker following the close of each Payroll Period or, with
respect to Matching Contributions, Quarter End, the Plan shall cause the Broker
to purchase on behalf of each Participant the maximum number of shares and
partial shares of Company Stock at the purchase price determined under Section
6.4 as can be purchased with the amounts held in each Participant's Brokerage
Account. If there are amounts held in a Participant's Brokerage Account that are
not used to purchase Company Stock, all such amounts shall be held in the
Participant's Brokerage Account and carried forward to the next Payroll Period.

         6.2. DELIVERY OF COMPANY STOCK.

                  (a) Company Stock acquired under the Plan may either be issued
directly to Participants or may be issued to the Broker engaged by the Company
to administer the Plan under Article VIII. If the Company Stock is issued in the
name of the Broker, all Company Stock so issued ("Plan Held Stock") shall be
held in the name of the Broker for the benefit of the Plan. The Broker shall
maintain Brokerage Accounts for the benefit of the Participants that shall
reflect each Participant's interest in the Plan Held Stock. Such accounts shall
reflect the number of whole and partial shares of Company Stock that are being
held by the Broker for the benefit of each Participant.

                  (b) Any Participant may elect to have the Company Stock
purchased under the Plan from his or her Brokerage Account be issued directly to
the Participant. Any election under this paragraph shall be on the forms
provided by the Company and shall be issued in accordance with paragraph (c)
below.

                  (c) In the event that Company Stock under the Plan is issued
directly to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his or her name for the number of shares
of Company Stock purchased as soon as practicable after the Company Stock is
purchased. Where Company Stock is issued under this paragraph, only full shares
of stock will be issued to a Participant. The time of issuance and delivery of
shares may be postponed for such period as may be necessary to comply with the
registration requirements under the Securities Act of 1933, as amended, the
listing requirements of any securities exchange on which the Company Stock may
then be listed, or the requirements under other laws or regulations applicable
to the issuance or sale of such shares.

                                       5

         6.3. PURCHASE PRICE. The purchase price for any Offering Period shall
be the Fair Market Value of Company Stock on the date shares are purchased.

         6.4. FAIR MARKET VALUE. For purposes of the Plan, the term "Fair Market
Value" on any given date means the value of one share of Company Stock,
determined as follows:

                  (a) If the Company Stock is then listed or admitted to trading
on the New York Stock Exchange ("NYSE"), NASDAQ National Market System
("NASDAQ") or a stock exchange that reports closing sale prices, the Fair Market
Value shall be the opening sale price on the date of valuation, or, if no
opening sale price is quoted or no sale takes place on such day, then the Fair
Market Value shall be the opening sale price of the Company Stock on the next
preceding day on which a sale occurred.

                  (b) If the Company Stock is not then listed or admitted to
trading on the NYSE, NASDAQ, or a stock exchange that reports closing sale
prices, the Fair Market Value shall be the average of the opening bid and asked
prices of the Company Stock in the over-the-counter market on the date of
valuation.

                  (c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Committee in
good faith using any reasonable method of valuation, which determination shall
be conclusive and binding on all interested parties.

         6.5. FEES AND COMMISSIONS. The Company shall pay the Broker's
administrative charges for opening and maintaining the Brokerage Accounts for
the Participants and the brokerage commissions on purchases made for such
Brokerage Accounts that are attributable to the purchase of Company Stock with
Participant Contributions and Matching Contributions under the Plan. Such
Brokerage Accounts may be utilized for other transactions as described in
Section 6.6 below, but any fees, commissions or other charges by the Broker in
connection with such transactions shall, in certain circumstances described in
Section 6.6, be payable directly to the Broker by the Participant.

         6.6. PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage
Account shall be credited with all cash dividends paid with respect to full
shares and fractional shares of Company Stock purchased with Participant
Contributions and Matching Contributions, unless the Company Stock is registered
in the Participant's name under Section 6.2 above. Unless directed otherwise,
all cash dividends on Company Stock held in a Participant's Brokerage Account
shall automatically be reinvested in Company Stock as soon as is practical
following receipt of the dividends by the Broker. Applicable fees and brokerage
commissions on the reinvestment of such dividends will be payable by the
Participant. Any stock dividends or stock splits that are made with respect to
Company Stock purchased with Participant Contributions and Matching
Contributions shall be credited to the Participant's Brokerage Account without
charge to the Participant. Any Participant may request that a certificate for
any or all of the full shares of Company Stock credited to his or her Brokerage
Account be delivered to him or her at any time, provided that the Participant
shall be charged by the Broker for any fees applicable to such request. A
Participant may request the Broker to sell any or all of the full or fractional
shares of Company Stock allocated to his or her Brokerage Account. Unless

                                       6

directed otherwise by the Participant, the Broker shall mail to the Participant
a check for the proceeds, less any applicable fees and brokerage commissions and
any transfer taxes, registration fees or other normal charges associated with
such a sale, which shall be paid by the Participant. Except as provided in
Section 7.1 below, any sale of Company Stock held in a Participant's Brokerage
Account shall not affect his or her status as a Participant. A Participant may
purchase or sell additional shares of Company Stock through his or her Brokerage
Account at any time through separate purchases arranged through the Broker. The
Participant shall pay any and all costs, commissions or fees associated with any
such transactions to the Broker, including, but not limited to, purchases,
sales, reinvestment of dividends, requests for certificates and crediting of
stock dividends or stock splits.

                                  ARTICLE VII
                                   WITHDRAWAL

         7.1. IN SERVICE WITHDRAWALS. At any time prior to the close of a
Payroll Period, any Participant may withdraw the amounts held in his or her
Brokerage Account by executing and delivering to the Human Resources Department
for the Company written notice of withdrawal on the form provided by the
Company. In such a case, the entire balance of the Participant's Brokerage
Account shall be paid to the Participant, without interest, as soon as is
practicable. Upon such notification, that Participant shall cease to participate
in the Plan for the remainder of the Payroll Period in which the notice is
given. Any Employee who has withdrawn under this Section shall be excluded from
participation in the Plan for the remainder of the Payroll Period, but may then
be reinstated as a Participant for a subsequent Payroll Period by executing and
delivering a new Enrollment Form to the Committee.

         7.2. TERMINATION OF EMPLOYMENT.

                  (a) In the event that a Participant's employment with the
Employer terminates for any reason, the Participant shall cease to participate
in the Plan on the date of termination. As soon as is practical following the
date of termination, the entire balance of the Participant's Brokerage Account
shall be paid to the Participant or his or her beneficiary, without interest.

                  (b) A Participant may file a written designation of a
beneficiary who is to receive any shares of Company Stock purchased under the
Plan or any cash from the Participant's Brokerage Account in the event of his or
her death. Beneficiary designations may be changed by the Participant at any
time by written notice. If a Participant dies, the Committee may rely upon the
most recent beneficiary designation it has on file as being the appropriate
beneficiary. If a Participant dies and no valid beneficiary designation exists,
or the beneficiary has predeceased the Participant, the Committee shall deliver
any cash or shares of Company Stock to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed to the knowledge of the Committee, the Committee, in its sole
discretion, may deliver such shares of Company Stock or cash to the spouse or
any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Committee, then to such other person as
the Committee may designate.

                                       7

                                  ARTICLE VIII
                               PLAN ADMINISTRATION

         8.1. PLAN ADMINISTRATION.

                  (a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, or a committee
("Committee") appointed by the Board. Until such time as the Board appoints a
Committee to administer the Plan, the Board shall serve as the Committee for
purposes of the Plan. The Board or Committee shall have all powers necessary to
supervise the administration of the Plan and control its operations.

                  (b) In addition to any powers and authority conferred on the
Board or Committee elsewhere in the Plan or by law, the Board or Committee shall
have the following powers and authority:

                           (i) To designate agents to carry out responsibilities
         relating to the Plan;

                           (ii) To administer, interpret, construe and apply
         this Plan and to answer all questions that may arise or that may be
         raised under this Plan by a Participant, his or her beneficiary or any
         other person whatsoever;

                           (iii) To establish rules and procedures from time to
         time for the conduct of its business and for the administration and
         effectuation of its responsibilities under the Plan; and

                           (iv) To perform or cause to be performed such further
         acts as it may deem to be necessary, appropriate, or convenient for the
         operation of the Plan.

                  (c) Any action taken in good faith by the Board or Committee
in the exercise of authority conferred upon it by this Plan shall be conclusive
and binding upon a Participant and his or her beneficiaries. All discretionary
powers conferred upon the Board shall be absolute.

         8.2. LIMITATION ON LIABILITY. No Employee of the Employer nor any
member of the Board or Committee shall be subject to any liability with respect
to his or her duties under the Plan unless the person acts fraudulently or in
bad faith. To the extent permitted by law, the Company shall indemnify each
member of the Board or Committee, and any other Employee of the Employer with
duties under the Plan who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed proceeding, whether civil,
criminal, administrative, or investigative, by reason of the person's conduct in
the performance of his or her duties under the Plan.

                                   ARTICLE IX
                                  COMPANY STOCK

         9.1. LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
10,000,000 shares, subject to adjustment under Section 9.4 below. The Company
will issue the shares of

                                       8

Company Stock to be sold to Participants under the Plan. If the total number of
shares of Company Stock that would otherwise be issuable pursuant to rights
granted pursuant to Article VI of the Plan at the purchase date exceeds the
number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available in as uniform and equitable a
manner as is practicable. In such event, the Company shall give written notice
of such reduction of the number of shares to each Participant affected thereby
and any unused Participant Contributions shall be returned to such Participant
if necessary.

         9.2. VOTING COMPANY STOCK. The Participant will have no interest or
voting right in shares to be purchased under Article VI of the Plan until such
shares have been purchased.

         9.3. REGISTRATION OF COMPANY STOCK. Shares to be delivered to a
Participant under the Plan will be registered in the name of the Plan unless
designated otherwise by the Participant.

         9.4. CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan that has not yet been exercised and the
number of shares of Company Stock that have been authorized for issuance under
the Plan but have not yet been placed under rights or that have been returned to
the Plan upon the cancellation of a right, as well as the purchase price per
share of Company Stock covered by each right under the Plan that has not yet
been exercised, shall be proportionately adjusted in the event of a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or similar transaction affecting the shares of
Company Stock. Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Company Stock subject to any right granted hereunder.

         9.5. MERGER OF COMPANY. In the event that the Company at any time
proposes to merge into, consolidate with or to enter into any other
reorganization pursuant to which the Company is not the surviving entity
(including the sale of all or substantially all of its assets or a "reverse"
merger in which the Company is the surviving entity), the Plan shall terminate,
unless provision is made in writing in connection with such transaction for the
continuance of the Plan and for the assumption of rights theretofore granted, or
the substitution for such rights of new rights covering the shares of a
successor corporation, with appropriate adjustments as to number and kind of
shares and prices, in which event the Plan and the rights theretofore granted or
the new rights substituted therefore, shall continue in the manner and under the
terms so provided. If such provision is not made in such transaction for the
continuance of the Plan and the assumption of rights theretofore granted or the
substitution for such rights of new rights covering the shares of a successor
corporation, then the Board or Committee shall cause written notice of the
proposed transaction to be given to the persons holding rights not less than 10
days prior to the anticipated effective date of the proposed transaction, and,
concurrent with the effective date of the proposed transaction, such rights
shall be exercised automatically in accordance with Article

                                       9

VI as if such effective date were the end of a Payroll Period unless a
Participant withdraws from the Plan as provided in Article VII.

                                   ARTICLE X
                              MISCELLANEOUS MATTERS

         10.1. AMENDMENT AND TERMINATION. Since future conditions affecting the
Company cannot be anticipated or foreseen, the Board reserves the right to
amend, modify, or terminate the Plan at any time. Upon termination of the Plan,
all benefits shall become payable immediately. Notwithstanding the foregoing, no
such amendment or termination shall affect rights previously granted, nor may an
amendment make any change in any right previously granted which adversely
affects the rights of any Participant. In addition, no amendment may be made
without prior approval of the stockholders of the Company if such amendment
would:

                  (a) Increase the number of shares of Company Stock that may be
issued under the Plan;

                  (b) Materially modify the requirements as to eligibility for
participation in the Plan; or

                  (c) Materially increase the benefits that accrue to
Participants under the Plan.

         10.2. BENEFITS NOT ALIENABLE. Benefits under the Plan may not be
assigned or alienated, whether voluntarily or involuntarily. Any attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article VII.

         10.3. NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Employer and shall not be deemed to
constitute a contract between the Employer and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee. Nothing contained in the Plan shall be deemed to give the right to any
Employee to be retained in the employ of the Employer or to interfere with the
right of the Employer to discharge any Employee at any time.

         10.4. GOVERNING LAW. To the extent not preempted by Federal law, the
Plan shall be construed in accordance with and governed by the laws of the State
of Florida, excluding any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of this Plan to the
substantive law of another jurisdiction.

         10.5. NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.5.

         10.6. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of
the Plan, the Committee shall administer the Plan in such a way to insure that
the Plan at all times complies with any requirements of Federal securities laws.
For example, affiliates may be

                                       10

required to make irrevocable elections in accordance with the rules set forth
under Section 16b-3 of the Securities Exchange Act of 1934, as amended.

         IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE GROUP, INC. has caused this
instrument to become effective as of September 26, 2005.

                                    FIDELITY NATIONAL TITLE GROUP, INC.



                                    By: /s/ RAYMOND R. QUIRK
                                        --------------------------------
                                    Its: Chief Executive Officer
                                        --------------------------------

                                       11