FIDELITY NATIONAL FINANCIAL INC /DE/
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a21765exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

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

                          AGREEMENT AND PLAN OF MERGER

                            DATED AS OF JUNE 25, 2006

                                 BY AND BETWEEN

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                       AND

                        FIDELITY NATIONAL FINANCIAL, INC.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I THE MERGER.....................................................     2
   SECTION 1.1.  The Merger..............................................     2
   SECTION 1.2.  Closing.................................................     2
   SECTION 1.3.  Effective Time..........................................     2
   SECTION 1.4.  Effects of the Merger...................................     3
   SECTION 1.5.  Certificate of Incorporation and By-laws................     3
   SECTION 1.6.  Directors and Officers..................................     3

ARTICLE II EFFECT OF THE MERGER ON THE SECURITIES OF THE CONSTITUENT
CORPORATIONS.............................................................     3
   SECTION 2.1.  Effect on Capital Stock.................................     3
   SECTION 2.2.  FNF Stock Option Plans..................................     4
   SECTION 2.3.  Exchange of Certificates................................     6

ARTICLE III REPRESENTATIONS AND WARRANTIES...............................     9
   SECTION 3.1.  Representations and Warranties of FNF...................     9
   SECTION 3.2.  Representations and Warranties of the Company...........    16

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO MERGER.....    25
   SECTION 4.1.  Conduct of Business by the Company......................    25
   SECTION 4.2.  Other Actions...........................................    27

ARTICLE V ADDITIONAL AGREEMENTS..........................................    28
   SECTION 5.1.  Preparation of Form S-4 and the Proxy Statement.........    28
   SECTION 5.2.  Treatment of Company Stock Options......................    29
   SECTION 5.3.  Meetings of Stockholders................................    29
   SECTION 5.4.  Access to Information; Confidentiality..................    29
   SECTION 5.5.  Reasonable Best Efforts.................................    29
   SECTION 5.6.  Public Announcements....................................    30
   SECTION 5.7.  Acquisition Proposals...................................    30
   SECTION 5.8.  Fiduciary Duties........................................    30
   SECTION 5.9.  Consents, Approvals and Filings.........................    31
   SECTION 5.10. Spin-Off................................................    32
   SECTION 5.11. Affiliates and Certain Stockholders.....................    32
   SECTION 5.12. NYSE Listing............................................    33
   SECTION 5.13. Stockholder Litigation..................................    33
   SECTION 5.14. Action Relating to Stock Option Plans...................    33
   SECTION 5.15. Section 16 Matters......................................    33
   SECTION 5.16. Related Party Agreements................................    33
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
   SECTION 5.17. Company Common Stock Buy-Backs..........................    34
   SECTION 5.18. Taxation................................................    34
   SECTION 5.19. Takeover Statutes.......................................    34
   SECTION 5.20. Employee Benefits.......................................    34
   SECTION 5.21. Certegy Stock Incentive Plan Amendment..................    35

ARTICLE VI CONDITIONS PRECEDENT..........................................    35
   SECTION 6.1.  Conditions to Each Party's Obligation to Effect the
                 Merger..................................................    35
   SECTION 6.2.  Conditions to Obligations of Company....................    36
   SECTION 6.3.  Conditions to Obligation of FNF.........................    37

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER............................    38
   SECTION 7.1.  Termination.............................................    38
   SECTION 7.2.  Effect of Termination...................................    39
   SECTION 7.3.  Amendment...............................................    39
   SECTION 7.4.  Consent; Extension; Waiver..............................    40

ARTICLE VIII GENERAL PROVISIONS..........................................    40
   SECTION 8.1.  Nonsurvival of Representations and Warranties...........    40
   SECTION 8.2.  Fees, Expenses and Transfer Taxes.......................    40
   SECTION 8.3.  Definitions.............................................    40
   SECTION 8.4.  Notices.................................................    44
   SECTION 8.5.  Interpretation..........................................    45
   SECTION 8.6.  Counterparts............................................    45
   SECTION 8.7.  Entire Agreement; Third-Party Beneficiaries.............    45
   SECTION 8.8.  Assignment..............................................    45
   SECTION 8.9.  Governing Law...........................................    46
   SECTION 8.10. Enforcement; Venue; Waiver of Jury Trial................    46
   SECTION 8.11. Severability............................................    46
</TABLE>

EXHIBITS

Exhibit A   Securities Exchange and Distribution Agreement
Exhibit B   Form of Assumption Agreement
Exhibit C   Form of Affiliate Letter
Exhibit D   Form of Cross-Indemnity Agreement
Exhibit E   Form of Tax Disaffiliation Agreement
Exhibit F   Form of FNF Officer's Certificate
Exhibit G   Form of Company Officer's Certificate


                                      -ii-
<PAGE>

          AGREEMENT AND PLAN OF MERGER, dated as of June 25, 2006 (this
"Agreement") between Fidelity National Information Services, Inc., a Georgia
corporation (the "Company"), and Fidelity National Financial, Inc., a Delaware
corporation ("FNF").

          WHEREAS, the Board of Directors of each of the Company and FNF has
adopted resolutions approving this Agreement and the merger of FNF with and into
the Company (the "Merger") on the terms and subject to the conditions set forth
in this Agreement and in accordance with the General Corporation Law of the
State of Delaware (the "DGCL") and the Georgia Business Corporation Code (the
"GBCC");

          WHEREAS, the Board of Directors of FNF, pursuant to the recommendation
of a special committee of independent members of the Board of Directors of FNF
(the "FNF Special Committee"), deems it advisable and in the best interests of
FNF and its stockholders, in order to advance the long-term business interest of
FNF, that it be merged with and into the Company, all upon the terms and subject
to the conditions of this Agreement;

          WHEREAS, the Board of Directors of the Company, pursuant to the
recommendation of a special committee of independent members of the Board of
Directors of the Company (the "Company Special Committee"), deems it advisable
and in the best interests of the Company and its shareholders, in order to
advance the long-term business interest of the Company, that FNF be merged with
and into the Company, all upon the terms and subject to the conditions of this
Agreement;

          WHEREAS, the Board of Directors of FNF has approved pursuing a plan
for the transfer, prior to the proposed Spin-off (as defined herein), to one of
its subsidiaries, Fidelity National Title Group, Inc. ("FNT"), of all of the
shares of capital stock of certain of its subsidiaries and other assets and
Liabilities (as defined herein), certain related reorganization transactions,
and the distribution immediately prior to the Effective Time (as defined herein)
of all the shares of capital stock of FNT held by FNF on a pro rata basis to the
holders of the common stock, par value $.0001 per share, of FNF ("FNF Common
Stock") as of the record date for such distribution (such distribution, the
"Spin-off"), all of the foregoing to be effected pursuant to the Securities
Exchange and Distribution Agreement, dated as of the date hereof and attached
hereto as Exhibit A between FNF and FNT (the "Securities Exchange Agreement"),
and the other agreements attached as annexes to or referred to in the Securities
Exchange Agreement (such agreements, together with the Securities Exchange
Agreement, the "Spin-Off Agreements"), all of which have been or will be
executed and delivered by FNF and the other parties thereto prior to the
Effective Time;

          WHEREAS, it is intended that for U.S. federal income tax purposes, the
Merger shall qualify as a reorganization under the provisions of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the "Code"), and this Agreement shall
constitute a plan of reorganization under Section 368(a) of the Code and the
parties hereto shall each be a party to such reorganization within the meaning
of the Code; and

<PAGE>

          WHEREAS, the Company and FNF desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.

          NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the adequacy of which is
hereby acknowledged by each party, the parties agree as follows:

                                    ARTICLE I

                                   THE MERGER

          SECTION 1.1. The Merger. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the DGCL and the GBCC, FNF
shall be merged with and into the Company at the Effective Time. At the
Effective Time, the separate corporate existence of FNF shall cease, and the
Company shall continue as the surviving corporation in the Merger (the
"Surviving Company").

          SECTION 1.2. Closing. Unless this Agreement shall have been terminated
and the transactions herein contemplated shall have been abandoned pursuant to
Section 7.1 or unless otherwise mutually agreed in writing between the Company
and FNF, the closing of the Merger (the "Closing") will take place on the same
business day as, and immediately after, the completion of the Spin-off pursuant
to the Securities Exchange Agreement, subject to the fulfillment or waiver of
the conditions set forth in Article VI of this Agreement (other than those to be
fulfilled or waived as of the Closing, but subject to the fulfillment or waiver
of those conditions) in accordance with this Agreement, at the offices of
LeBoeuf, Lamb, Greene & MacRae LLP, 125 West 55th Street, New York, New York,
unless another date, time or place is agreed to in writing by the parties
hereto. The actual date and time of the Closing are herein referred to as the
"Closing Date". For purposes of this Agreement, the term "business day" shall
mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday
or a day on which banks are required or authorized to close in The City of New
York.

          SECTION 1.3. Effective Time. The parties hereto will (i) file with the
Secretary of State of the State of Georgia (the "Georgia Secretary of State") on
the date of the Closing (or on such other date as the Company and FNF may agree)
a certificate of merger (the "Georgia Certificate of Merger") relating to the
Merger and any other appropriate documents, executed in accordance with the
relevant provisions of the GBCC, (ii) file with the Secretary of State of the
State of Delaware (the "Delaware Secretary of State"), a certificate of merger
(the "Delaware Certificate of Merger") relating to the Merger, executed and
acknowledged in accordance with the relevant provisions of the DGCL and (iii)
make all other filings or recordings required under the GBCC and the DGCL in
connection with the Merger. The Merger shall become effective (the "Effective
Time") when the Georgia Certificate of Merger and the Delaware Certificate of
Merger have been duly filed with the Georgia Secretary of State and the Delaware
Secretary of State, respectively, or at such later time as may be agreed by the
parties and specified in the Georgia Certificate of Merger and the Delaware
Certificate of Merger.


                                      -2-

<PAGE>

          SECTION 1.4. Effects of the Merger. The Merger shall have the effects
set forth in the GBCC and the DGCL.

          SECTION 1.5. Certificate of Incorporation and By-laws.


               (i) The certificate of incorporation of the Company (the "Company
          Charter"), as in effect immediately prior to the Effective Time, shall
          be the certificate of incorporation of the Surviving Company until
          thereafter changed or amended as provided therein or under applicable
          law.

               (ii) The by-laws of the Company (the "Company By-laws") as in
          effect immediately prior to the Effective Time shall, from and after
          the Effective Time, be the by-laws of the Surviving Company until
          thereafter changed or amended as provided therein or under applicable
          law.

          SECTION 1.6. Directors and Officers.

          (a) Directors. The parties hereto shall take all actions necessary so
     that the board of directors of the Company at the Effective Time shall,
     from and after the Effective Time, be comprised of the individuals set
     forth in Section 1.6(a) of the Company Disclosure Schedule in the classes
     set forth therein until their successors have been duly elected or
     appointed and qualified or until their earlier death, resignation or
     removal in accordance with the Company Charter and the Company By-Laws.

          (b) Officers. The parties hereto shall take all actions necessary so
     that the officers of the Company at the Effective Time and the individuals
     specified in Section 1.6(b) of the Company Disclosure Schedule shall, from
     and after the Effective Time, be the officers of the Surviving Corporation
     until their successors have been duly elected or appointed and qualified or
     until their earlier death, resignation or removal in accordance with the
     Company Charter and the Company By-Laws.

          (c) In the event that any person listed on Section 1.6(a) or 1.6(b) of
     the Disclosure Schedule is unwilling or unable to serve in the capacity
     indicated, FNF and the Company shall agree upon a substitute for such
     person.

                                   ARTICLE II

                     EFFECT OF THE MERGER ON THE SECURITIES
                         OF THE CONSTITUENT CORPORATIONS

          SECTION 2.1. Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
shares of FNF Common Stock, or any other shares of capital stock of FNF:

          (a) Cancellation of Treasury Stock and Company-Owned Common Stock.
     Each share of FNF Common Stock issued and outstanding immediately prior to
     the Effective Time that is owned by FNF or by the Company or any Company
     Subsidiary (as hereinafter defined) shall automatically cease to be
     outstanding, be cancelled and retired


                                      -3-

<PAGE>

     and shall cease to exist, and no cash or other consideration shall be
     delivered or deliverable in exchange therefor.

          (b) Conversion of FNF Common Stock. Each share of FNF Common Stock
     issued and outstanding immediately prior to the Effective Time, other than
     shares to be cancelled in accordance with Section 2.1(a) (such shares, the
     "Eligible Shares"), shall be converted into the right to receive the number
     of validly issued, fully paid and nonassessable shares of the common stock
     (the "Company Common Stock"), par value $.01 per share, of the Company (the
     "Stock Consideration") equal to the Conversion Number. The "Conversion
     Number" shall equal 96,214,500 divided by the number of Eligible Shares,
     rounded to the nearest ten thousandth. The Stock Consideration and any cash
     to be paid in accordance with Section 2.3 in lieu of fractional shares of
     the Company Common Stock are referred to collectively as the "Merger
     Consideration".


          (c) Cancellation and Retirement of FNF Common Stock. As of the
     Effective Time, all certificates representing Eligible Shares issued and
     outstanding immediately prior to the Effective Time shall no longer be
     outstanding and shall automatically be cancelled and retired and shall
     cease to exist, and each holder of a certificate representing any such
     shares of FNF Common Stock shall cease to have any rights with respect
     thereto, except the right to receive the Merger Consideration upon
     surrender of such certificate in accordance with Section 2.3, without
     interest, and any dividend or other distribution pursuant to Section
     2.3(d).

          (d) FNF Restricted Stock. As of immediately prior to the Effective
     Time, certain shares of FNF Common Stock which when issued were subject to
     forfeiture under an FNF Stock Option Plan and which remain subject to
     forfeiture immediately prior to the Effective Time (each, an "FNF
     Restricted Share"), shall be replaced with restricted shares of FNT common
     stock pursuant to the Securities Exchange Agreement. As of the Effective
     Time, each FNF Restricted Share remaining outstanding (an "Assumed
     Restricted Share") shall be included in the conversion and cancellation of
     FNF Common Stock pursuant to Sections 2.1(b) and (c); provided, however,
     that upon conversion, such shares shall continue to be subject to the same
     terms, conditions and restrictions applicable to the corresponding FNF
     Restricted Shares based upon continued service with Surviving Company and
     its affiliates. All FNF Restricted Shares outstanding as of May 31, 2006
     are disclosed in Section 2.1(d) of the FNF Disclosure Schedule. Section
     2.1(d) of the FNF Disclosure Schedule also designates all FNF Restricted
     Shares that, if outstanding at the Effective Time, will be Assumed
     Restricted Shares.

          SECTION 2.2. FNF Stock Option Plans.

          (a) Prior to the Effective Time, certain outstanding options to
     purchase shares of FNF Common Stock (an "FNF Stock Option") issued under
     FNF's stock option plans and award agreements (collectively, the "FNF Stock
     Option Plans") shall be replaced with options issued by FNT pursuant to the
     Securities Exchange Agreement. As of the Effective Time, each FNF Stock
     Option remaining outstanding designated as described below (an "Assumed
     Option"), and each FNF Stock Option Plan under which any of the foregoing
     were issued shall be assumed by the Company. All FNF Stock Options


                                      -4-

<PAGE>

     outstanding as of May 31, 2006 are disclosed in Section 2.2 of the
     Disclosure Schedule delivered by FNF to the Company at or prior to the
     execution of this Agreement (the "FNF Disclosure Schedule") and are
     designated as vested or unvested. Section 2.2 of the FNF Disclosure
     Schedule also designates all FNF Stock Options that, if outstanding at the
     Effective Time, will be Assumed Options. Each Assumed Option shall be
     exercisable for a number of shares of Company Common Stock calculated by
     multiplying the number of shares of FNF Common Stock subject to such FNF
     Stock Option as of the Effective Time by the Option Exchange Number,
     rounding down to the nearest whole number. The "Option Exchange Number"
     shall equal the closing price of a share of FNF Common Stock on the
     business day immediately preceding the Closing Date divided by the closing
     price of a share of Company Common Stock on the Closing Date (or, if the
     Closing is consummated after the close of trading on the NYSE on such date,
     on the next business day following the Closing Date), rounded to the
     nearest ten thousandth. The exercise price for each share of Company Common
     Stock under an Assumed Option shall be calculated by dividing the exercise
     price for one share of FNF Common Stock under the related FNF Stock Option
     as of the Effective Time by the Option Exchange Number, rounding up to the
     nearest whole cent. No vesting schedule for any Assumed Option shall be
     modified as a result of the transactions contemplated hereby.
     Notwithstanding the foregoing, the assumption of FNF Stock Options pursuant
     to this Section 2.2(a) shall in all circumstances satisfy Section
     1.409A-1(b)(5)(v)(D) of the Proposed Regulations under Section 409A of the
     Code or any future guidance issued thereunder.

          (b) As soon as practicable after the Effective Time, the Company shall
     deliver to each person who, immediately prior to the Effective Time, is the
     holder of an Assumed Option an appropriate notice setting forth such
     holder's rights pursuant thereto and that the agreements evidencing the
     grants of such options shall continue in effect on the same terms and
     conditions (subject to the adjustments required by this Section 2.2 after
     giving effect to the Merger). At or before the Effective Time, the Company
     shall take all corporate action necessary to reserve for issuance a
     sufficient number of shares of Company Common Stock for delivery upon
     exercise of Assumed Options. As soon as practicable after the Effective
     Time (but in any event no later than 15 days following the Effective Time),
     the Company shall file a registration statement on Form S-8 (or any
     successor form) that will register the shares of Company Common Stock
     subject to Assumed Options to the extent permitted by federal securities
     laws and shall use its reasonable best efforts to maintain the
     effectiveness of such registration statement or registration statements for
     so long as such options remain outstanding. In addition, the Company shall
     use all reasonable best efforts to cause the shares of Company Common Stock
     subject to Assumed Options to be listed on the NYSE.

          (c) Prior to the Effective Time, FNF shall take all corporate action
     necessary such that the FNF Employee Stock Purchase Plan shall no longer be
     sponsored or maintained by FNF and shall not become an obligation of the
     Company as a result of the consummation of the transactions contemplated by
     this Agreement. Any shares of FNF Common Stock held in, or distributed
     from, the FNF Employee Stock Purchase Plan shall be included in the
     conversion and cancellation of FNF Common Stock pursuant to Sections 2.1(b)
     and (c).


                                      -5-

<PAGE>

          SECTION 2.3. Exchange of Certificates.

          (a) Exchange Agent. As of the Effective Time, the Company shall
     deposit with a bank or trust company designated by the Company with the
     prior approval (such approval not to be unreasonably withheld or delayed)
     of FNF (the "Exchange Agent"), for the benefit of the holders of Eligible
     Shares (whether in certificated or book entry form), certificates or, at
     the Company's option, shares in book entry form (collectively
     "certificates") representing the aggregate Stock Consideration issuable
     pursuant to Section 2.1 in exchange for such shares of FNF Common Stock.
     Such certificates and all cash from sales of the aggregated fractional
     shares pursuant to Section 2.3(f), together with any dividends or
     distributions with respect to the Stock Consideration, are hereinafter
     referred to as the "Exchange Fund".

          (b) Exchange Procedures. As soon as practicable after the Effective
     Time, each holder of an outstanding certificate or certificates which prior
     thereto represented Eligible Shares shall, upon surrender to the Exchange
     Agent of such certificate or certificates in accordance with the terms of
     the transmittal materials described in Section 2.3(c) of this Agreement and
     acceptance thereof by the Exchange Agent, be entitled to a certificate
     representing that number of whole shares of Company Common Stock (and/or
     cash in lieu of fractional shares of Company Common Stock as contemplated
     by Section 2.3(f)) which the aggregate number of shares of FNF Common Stock
     previously represented by such certificate or certificates surrendered
     shall have been converted into the right to receive pursuant to Section
     2.1(b) of this Agreement. The Exchange Agent shall accept such certificates
     upon compliance with such reasonable terms and conditions as the Exchange
     Agent may impose to effect an orderly exchange thereof in accordance with
     normal exchange practices. If the consideration to be paid in the Merger
     (or any portion thereof) is to be delivered to any person other than the
     person in whose name the certificate representing shares of FNF Common
     Stock surrendered in exchange therefor is registered, it shall be a
     condition to such exchange that the certificate so surrendered shall be
     properly endorsed or otherwise be in proper form for transfer and that the
     person requesting such exchange shall pay to the Exchange Agent any
     transfer or other taxes required by reason of the payment of such
     consideration to a person other than the registered holder of the
     certificate surrendered, or shall establish to the satisfaction of the
     Exchange Agent that such tax has been paid or is not applicable. After the
     Effective Time, there shall be no further transfer on the records of FNF or
     its transfer agent of shares of FNF Common Stock and if such certificates
     for Eligible Shares are presented to FNF for transfer, they shall be
     cancelled against delivery of the Merger Consideration as hereinabove
     provided. Until surrendered as contemplated by this Section 2.3(b), each
     certificate representing Eligible Shares shall be deemed at any time after
     the Effective Time to represent only the right to receive upon such
     surrender the Merger Consideration, without any interest thereon, as
     contemplated by Section 2.1. No interest will be paid or will accrue on any
     cash payable as Merger Consideration.

          (c) Letter of Transmittal. Promptly after the Effective Time (but in
     no event more than five business days thereafter), the Company shall
     require the Exchange Agent to mail to each record holder of certificates
     that immediately prior to the Effective Time represented shares of FNF
     Common Stock which have been converted pursuant to


                                      -6-

<PAGE>

     Section 2.1, a letter of transmittal and instructions for use in
     surrendering such certificates and receiving the consideration to which
     such holder shall be entitled pursuant to Section 2.1, each in a form
     reasonably satisfactory to FNF and the Company.

          (d) Distributions with Respect to Unexchanged Shares; Voting. No
     dividends or other distributions with respect to Company Common Stock with
     a record date after the Effective Time shall be paid to the holder of any
     certificate that immediately prior to the Effective Time represented shares
     of FNF Common Stock which have been converted pursuant to Section 2.1,
     until the surrender for exchange of such certificate in accordance with
     this Article II. Following surrender for exchange of any such certificate,
     there shall be paid to the holder of such certificate, without interest,
     (i) at the time of such surrender, the amount of dividends or other
     distributions with a record date after the Effective Time theretofore paid
     with respect to the number of whole shares of Company Common Stock into
     which the shares of FNF Common Stock represented by such certificate
     immediately prior to the Effective Time were converted pursuant to Section
     2.1, and (ii) at the appropriate payment date, the amount of dividends or
     other distributions with a record date after the Effective Time, but prior
     to such surrender, and with a payment date subsequent to such surrender,
     payable with respect to such whole shares of Company Common Stock. Holders
     of unsurrendered certificates shall be entitled to vote after the Effective
     Time at any meeting of Company shareholders the number of whole shares of
     Company Common Stock represented by such certificates, regardless of
     whether such holders have exchanged their certificates.

          (e) No Further Ownership Rights in Common Stock. The Merger
     Consideration paid upon the surrender for exchange of certificates
     representing shares of FNF Common Stock in accordance with the terms of
     this Article II shall be deemed to have been issued and paid in full
     satisfaction of all rights pertaining to the shares of FNF Common Stock
     theretofore represented by such certificates, subject, however, to the
     Company's obligation (if any) to pay any dividends or make any other
     distributions with a record date prior to the Effective Time which may have
     been declared by FNF on such shares of FNF Common Stock in accordance with
     the terms of or contemplated by this Agreement which remain unpaid at the
     Effective Time.

          (f) No Fractional Shares.

               (i) No certificates or scrip representing fractional shares of
          Company Common Stock shall be issued upon the surrender for exchange
          of certificates that immediately prior to the Effective Time
          represented shares of FNF Common Stock which have been converted
          pursuant to Section 2.1, and such fractional share interests will not
          entitle the owner thereof to vote or to any rights of a shareholder of
          the Company.

               (ii) Notwithstanding any other provision in this Agreement to the
          contrary, any holder of shares of FNF Common Stock entitled to receive
          a fractional share of Company Common Stock but for this Section shall
          be entitled to receive a cash payment in lieu thereof, in an amount
          equal to such holder's proportionate interest in the net proceeds from
          the sale or sales in the open market


                                      -7-

<PAGE>

          by the Exchange Agent, on behalf of all such holders, of the shares of
          Company Common Stock constituting the excess of (i) the number of
          whole shares of Company Common Stock delivered to the Exchange Agent
          by the Company over (ii) the aggregate number of whole shares of
          Company Common Stock to be distributed to holders of FNF Common Stock
          (such excess, the "Excess Shares"). As soon as practicable following
          the Effective Time, the Exchange Agent shall determine the number of
          Excess Shares and, as agent for the former holders of FNF Common
          Stock, shall sell the Excess Shares at the prevailing prices on the
          New York Stock Exchange, Inc. (the "NYSE"). The Exchange Agent shall
          deduct from the proceeds of the sale of the Excess Shares all
          commissions, withholding taxes, transfer taxes and other out-of-pocket
          transaction costs, including the expenses and compensation of the
          Exchange Agent, incurred in connection with such sale of Excess
          Shares. Until the net proceeds of such sale have been distributed to
          the former holders of FNF Common Stock, the Exchange Agent will hold
          such proceeds in trust for such former holders. As soon as practicable
          after the determination of the amount of cash to be paid to such
          former holders in lieu of any fractional interests, the Exchange Agent
          shall make available in accordance with this Agreement such amounts to
          such holders.

          (g) Termination of Exchange Fund. Any portion of the Exchange Fund
     (including the proceeds of any investments thereof) which remains
     undistributed to the holders of the certificates representing shares of FNF
     Common Stock for 120 days after the Effective Time shall be delivered to
     the Company, and any holders of shares of FNF Common Stock who have not
     theretofore complied with this Article II shall thereafter look only to the
     Company for payment of their claim for any Merger Consideration and any
     dividends or distributions with respect to Company Common Stock.

          (h) No Liability. None of the Company, the Surviving Company or the
     Exchange Agent shall be liable to any person in respect of any shares,
     cash, dividends or distributions payable from the Exchange Fund delivered
     to a public official pursuant to any applicable abandoned property, escheat
     or similar law. If any certificates representing shares of FNF Common Stock
     shall not have been surrendered prior to five years after the Effective
     Time (or immediately prior to such earlier date on which any Merger
     Consideration in respect of such certificate would otherwise escheat to or
     become the property of any Governmental Entity), any such shares, cash,
     dividends or distributions payable in respect of such certificate shall, to
     the extent permitted by applicable law, become the property of the
     Surviving Company, free and clear of all claims or interest of any person
     previously entitled thereto.

          (i) Lost, Stolen or Destroyed Certificates. In the event that any
     certificate representing shares of FNF Common Stock shall have been lost,
     stolen or destroyed, upon the making of an affidavit of that fact by the
     person claiming such certificate to be lost, stolen or destroyed and, if
     required by Company, the posting by such person of a bond in customary
     amount and upon such terms as may be required by the Company as indemnity
     against any claim that may be made against it with respect to such
     certificate, the Exchange Agent will issue in exchange for such lost,
     stolen or destroyed certificate the shares of Company Common Stock and any
     cash, unpaid dividends or other


                                      -8-

<PAGE>

     distributions that would be payable or deliverable in respect thereof
     pursuant to this Agreement had such lost, stolen or destroyed certificate
     been surrendered.

          (j) Withholding Rights. The Company and the Exchange Agent shall be
     entitled to deduct and withhold from the consideration otherwise payable
     pursuant to this Agreement to any holder of Shares such amounts as it is
     required to deduct and withhold with respect to the making of such payment
     under the Code or any other applicable state, local or foreign tax law. To
     the extent that amounts are so withheld, such withheld amounts (i) shall be
     remitted by the Company to the applicable Governmental Entity, and (ii)
     shall be treated for all purposes of this Agreement as having been paid to
     the holder of shares of FNF Common Stock in respect of which such deduction
     and withholding was made by the Company or the Exchange Agent.

          (k) Adjustments. Notwithstanding anything in this Agreement to the
     contrary, if, between the date of this Agreement and the Effective Time,
     the issued and outstanding shares of Company Common Stock or securities
     convertible or exchangeable into or exercisable for shares of Company
     Common Stock or the issued and outstanding shares of FNF Common Stock or
     securities convertible or exchangeable into or exercisable for shares of
     FNF Common Stock, shall have been changed into a different number of shares
     or a different class by reason of any reclassification, stock split
     (including a reverse stock split), stock dividend or distribution,
     recapitalization, redenomination, merger (but only a merger involving the
     Company and not FNF), issuer tender or exchange offer, or other similar
     transaction, then the Merger Consideration and any other dependent items
     shall be equitably adjusted and as so adjusted shall, from and after the
     date of such event, be the Merger Consideration or other dependent item.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

          (a) Organization, Standing and Corporate Power. FNF is a corporation
     duly organized, validly existing and in good standing under the laws of
     Delaware and has the requisite corporate power and authority to carry on
     its business as now being conducted. FNF is duly qualified to do business
     and is in good standing in each jurisdiction in which the nature of its
     business or the ownership or leasing of its properties makes such
     qualification necessary, other than in such jurisdictions where the failure
     to be so qualified (individually or in the aggregate) would not have an FNF
     Material Adverse Effect. The term "FNF Material Adverse Effect" means any
     material adverse effect on the ability of FNF to perform its obligations
     hereunder, or to consummate the transactions contemplated hereby, on a
     timely basis. FNF has delivered or made available to the Company complete
     and correct copies of its Certificate of Incorporation (the "FNF Charter")
     and By-laws (the "FNF By-laws"), in each case as amended to the date of
     this Agreement.


                                      -9-

<PAGE>

          (b) Capital Structure. The authorized capital stock of FNF consists of
     (i) 250,000,000 shares of FNF Common Stock and (ii) 3,000,000 shares of
     preferred stock. At the close of business on May 31, 2006, 175,790,428
     shares of FNF Common Stock were issued and outstanding, 13,608,696 shares
     of FNF Common Stock were reserved for issuance pursuant to outstanding
     options under FNF Stock Option Plans and 8,021,507 shares of FNF Common
     Stock were held by FNF in its treasury. Except as set forth above, at the
     close of business on May 31, 2006, no shares of capital stock or other
     equity securities of FNF were issued, reserved for issuance or outstanding.
     All outstanding shares of capital stock of FNF are, and all shares which
     may be issued pursuant to the FNF Stock Option Plans will be, when issued,
     duly authorized, validly issued, fully paid and nonassessable and not
     subject to preemptive rights. No bonds, debentures, notes or other
     indebtedness of FNF having the right to vote (or convertible into, or
     exchangeable for, securities having the right to vote) on any matters on
     which the stockholders of FNF may vote are issued or outstanding. Except as
     set forth above or in Section 3.1(b) of the FNF Disclosure Schedule, there
     are not any securities, options, warrants, rights, commitments or
     agreements of any kind to which FNF is a party or by which it is bound
     obligating it to issue, sell or deliver, or repurchase, redeem or otherwise
     acquire, shares of capital stock or other equity or voting securities of
     FNF, or obligating it to issue, sell, deliver, grant, extend or enter into
     any such security, option, warrant, right, commitment or agreement. Except
     as disclosed in Section 3.1(b) of the FNF Disclosure Schedule, FNF is not a
     party to or bound by any agreement, proxy or other arrangement restricting
     the transfer of FNF Common Stock or affecting the voting of any shares of
     capital stock of FNF.

          (c) Authority; Noncontravention. FNF has the requisite corporate power
     and authority to enter into this Agreement and, subject to the approval of
     its stockholders as set forth in Section 5.3 (the "FNF Stockholder
     Approval"), to consummate the transactions contemplated by this Agreement.
     The execution and delivery of this Agreement by FNF and the consummation by
     FNF of the transactions contemplated hereby have been duly authorized by
     all necessary corporate action on the part of FNF, subject to the approval
     of its stockholders as set forth in Section 6.1(a). This Agreement has been
     duly executed and delivered by FNF and, assuming this Agreement constitutes
     the valid and binding agreement of the Company, constitutes a valid and
     binding obligation of FNF, enforceable against FNF in accordance with its
     terms, subject to the effect of any applicable bankruptcy, insolvency
     (including all laws relating to fraudulent transfers), reorganization,
     moratorium or similar laws affecting creditors' rights generally and
     subject to the effect of general principles of equity. Except as disclosed
     in Section 3.1(c) of the FNF Disclosure Schedule, the execution and
     delivery of this Agreement do not, and the consummation of the transactions
     contemplated by this Agreement and compliance with the provisions hereof
     will not, (i) conflict with any of the provisions of the FNF Charter or FNF
     By-laws, (ii) subject to the matters referred to in the next sentence,
     conflict with, result in a breach of or default (with or without notice or
     lapse of time, or both) under, give rise to a right of termination,
     cancellation or acceleration of any obligation or loss of a material
     benefit under, require the consent of any person under, or result in the
     creation of any Lien on any property or asset of FNF under, any indenture
     or other agreement, permit, franchise, license or other instrument or
     undertaking to which FNF is a party or by which FNF or any of its assets is
     bound or affected, or (iii) subject to


                                      -10-

<PAGE>

     the matters referred to in the next sentence, contravene any statute, law,
     ordinance, rule, regulation, order, judgment, injunction, decree,
     determination or award applicable to FNF or any of its properties or
     assets, which, in the case of clauses (ii) and (iii), individually or in
     the aggregate, would reasonably be expected to have an FNF Material Adverse
     Effect. No consent, approval or authorization of, or declaration or filing
     with, or notice to, any court or governmental or regulatory authority or
     agency, domestic or foreign (a "Governmental Entity"), is required by or
     with respect to FNF in connection with the execution and delivery of this
     Agreement by FNF or the consummation by FNF of the transactions
     contemplated hereby, except for (i) the approvals, filings and/or notices
     required under the insurance laws of the jurisdictions set forth in Section
     3.1(c)(i) of the FNF Disclosure Schedule, (ii) the filing with the
     Securities and Exchange Commission (the "SEC") of such reports and other
     filings under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), as may be required in connection with this Agreement and
     the transactions contemplated by this Agreement, (iii) the filing of the
     Delaware Certificate of Merger and the Georgia Certificate of Merger with
     the Delaware Secretary of State and the Georgia Secretary of State,
     respectively, and appropriate documents with the relevant authorities of
     other states in which FNF is qualified to do business, (iv) such other
     consents, approvals, authorizations, declarations, filings or notices as
     are set forth in Section 3.1(c)(ii) of the FNF Disclosure Schedule and (v)
     such other consents, approvals, authorizations, declarations, filings or
     notices the failure to obtain or make which, in the aggregate, would not
     have an FNF Material Adverse Effect.

          (d) SEC Documents; Financial Statements. FNF has filed all required
     reports, schedules, forms, statements and other documents with the SEC
     since January 1, 2003 (such reports, schedules, forms, statements and other
     documents, as amended to the date hereof, are hereinafter referred to as
     the "FNF SEC Documents"). As of their respective dates, the FNF SEC
     Documents complied in all material respects with the requirements of the
     Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
     Act, as the case may be, and the rules and regulations of the SEC
     promulgated thereunder applicable to such FNF SEC Documents, and none of
     the FNF SEC Documents as of such dates contained any untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they were made, not misleading. Except to the
     extent that information contained in any FNF SEC Document has been revised
     or superseded by a later Filed FNF SEC Document (as defined herein), none
     of the FNF SEC Documents contains any untrue statement of a material fact
     or omits to state any material fact required to be stated therein or
     necessary in order to make the statements therein, in light of the
     circumstances under which they were made, not misleading. The consolidated
     financial statements of FNF included in the FNF SEC Documents comply as to
     form in all material respects with applicable accounting requirements and
     the published rules and regulations of the SEC with respect thereto, have
     been prepared in accordance with generally accepted accounting principles
     (except, in the case of unaudited consolidated quarterly statements, as
     permitted by Form 10-Q of the SEC) applied on a consistent basis during the
     periods involved (except as may be indicated in the notes thereto) and
     present fairly, in all material respects, the consolidated financial
     position of FNF and its consolidated subsidiaries as of the dates thereof
     and the consolidated results of their operations and cash flows for the
     periods then ended (subject,


                                      -11-

<PAGE>

     in the case of unaudited quarterly statements, to normal year-end
     adjustments). Except as set forth in the Filed FNF SEC Documents, as of the
     date hereof, FNF has no Liabilities required by generally accepted
     accounting principles to be set forth on a consolidated balance sheet of
     FNF and its consolidated subsidiaries or in the notes thereto, other than
     Liabilities (i) incurred since March 31, 2006 in the ordinary course of
     business consistent with past practice or (ii) that would not, individually
     or in the aggregate, reasonably be expected to have an FNF Material Adverse
     Effect.

          (e) Absence of Certain Changes or Events. Except as disclosed in the
     FNF SEC Documents filed and publicly available prior to the date of this
     Agreement (the "Filed FNF SEC Documents") or in Section 3.1(e) of the FNF
     Disclosure Schedule or in connection with the transactions contemplated
     hereby, since the date of the most recent audited financial statements
     included in the Filed FNF SEC Documents, FNF has conducted its business
     only in the ordinary course, and there has not been (i) any change,
     circumstance, effect, event, development or occurrence that, individually
     or in the aggregate, has had or would reasonably be expected to have an FNF
     Material Adverse Effect, (ii) any declaration, setting aside or payment of
     any dividend or other distribution (whether in cash, stock or property)
     with respect to any of FNF's outstanding capital stock (except for ordinary
     quarterly cash dividends), (iii) any split, combination or reclassification
     of any of its outstanding capital stock or any issuance or the
     authorization of any issuance of any other securities in respect of, in
     lieu of or in substitution for shares of its outstanding capital stock,
     (iv) (x) any granting by FNF to any of the President, the Chief Executive
     Officer, the Chief Financial Officer, the General Counsel or any Executive
     Vice President (the "Executive Officers") of FNF of any increase in
     compensation, except in the ordinary course of business consistent with
     prior practice or as was required under employment agreements in effect as
     of the date of the most recent audited financial statements included in the
     Filed FNF SEC Documents, (y) any granting by FNF to any such Executive
     Officer of any increase in severance or termination pay, except as was
     required under any employment, severance or termination agreements in
     effect as of the date of the most recent audited financial statements
     included in the Filed FNF SEC Documents or (z) any entry by FNF into any
     employment, severance or termination agreement with any such Executive
     Officer or (v) any change in accounting methods, principles or practices by
     FNF materially affecting its assets, Liabilities or business, except
     insofar as may have been required by a change in generally accepted
     accounting principles.

          (f) Absence of Changes in Benefit Plans. Except as disclosed in the
     Filed FNF SEC Documents or in Section 3.1(f) of the FNF Disclosure
     Schedule, since the date of the most recent audited financial statements
     included in the Filed FNF SEC Documents, there has not been any adoption or
     amendment in any material respect by FNF of any collective bargaining
     agreement or any Benefit Plan (as defined herein).

          (g) Benefit Plans.

               (i) Each "employee pension benefit plan" (as defined in Section
          3(2) of the Employee Retirement Income Security Act of 1974, as
          amended ("ERISA") (hereinafter a "Pension Plan"), "employee welfare
          benefit plan" (as defined in


                                      -12-

<PAGE>

          Section 3(1) of ERISA) (hereinafter a "Welfare Plan"), and each other
          plan, arrangement or policy relating to compensation, deferred
          compensation, severance, fringe benefits or other employee benefits,
          in each case maintained or contributed to, or required to be
          maintained or contributed to, by FNF for the benefit of any present or
          former officer, employee, agent, director or independent contractor of
          FNF or any subsidiary thereof (including FNT and the Company) (all the
          foregoing being herein called "Benefit Plans") has been administered
          in accordance with its terms except where failure to administer in
          accordance with such terms would not have an FNF Material Adverse
          Effect. FNF and all the Benefit Plans are in compliance with the
          applicable provisions of ERISA, the Code, all other applicable laws
          and all applicable collective bargaining agreements except where
          failure to comply would not reasonably be expected to have an FNF
          Material Adverse Effect. A complete and correct copy of each Benefit
          Plan (other than any Benefit Plan maintained or sponsored by FNT or
          any of its subsidiaries), and the most recent trust agreement,
          custodial agreement or insurance contract relating thereto, have been
          made available to the Company. Section 3.1(g) of the FNF Disclosure
          Schedule sets forth a complete and correct list of each employment
          contract as to which FNF has any obligation or liability, contingent
          or otherwise.

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

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

          (h) Taxes. (i) FNF has filed all tax returns and reports required to
     be filed by it or requests for extensions to file such returns or reports
     have been timely filed, granted and have not expired, except to the extent
     that such failures to file or to have extensions granted that remain in
     effect individually and in the aggregate would not have an FNF Material
     Adverse Effect. All tax returns filed by FNF are complete and accurate
     except to the extent that such failure to be complete and accurate would
     not have an FNF Material Adverse Effect. FNF has paid or caused to be paid
     all taxes shown as due on such returns, and the most recent financial
     statements contained in the Filed FNF SEC Documents reflect an adequate
     reserve for all taxes payable by FNF and its subsidiaries for all taxable
     periods and portions thereof accrued through the date of such financial
     statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
          or assessed against FNF that are not adequately reserved for, except
          for deficiencies


                                      -13-

<PAGE>

          that individually or in the aggregate would not have an FNF Material
          Adverse Effect, and, except as set forth in Section 3.1(h) of the FNF
          Disclosure Schedule, no requests for waivers of the time to assess any
          such taxes have been granted or are pending. The Federal and state
          income tax returns of FNF and each of its subsidiaries consolidated in
          such returns have been examined by and settled with the United States
          Internal Revenue Service (the "IRS") or the appropriate state taxation
          authorities, as the case may be, or the statute of limitations on
          assessment or collection of any Federal or state income taxes due from
          FNF or any of its subsidiaries has expired, for all taxable years of
          FNF or any of its subsidiaries through the taxable year ended (a)
          December 31, 2001 for Federal income taxes and (b) December 31, 1999
          for state income taxes.

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

          (i) No Excess Parachute Payments; Section 162(m) of the Code.

               (i) None of the transactions contemplated by this Agreement shall
          constitute a triggering event under any employment, severance or
          termination agreement or other compensation arrangement or Benefit
          Plan currently in effect which (either alone or upon the occurrence of
          any additional or subsequent event) would reasonably be expected to
          result in any payment, acceleration, vesting or increase in benefits
          to any current or former officer, employee or director of FNF and
          which would constitute an "excess parachute payment" (as such term is
          defined in Section 280G(b)(1) of the Code).

               (ii) Except as disclosed in Section 3.1(i) of the FNF Disclosure
          Schedule, the disallowance of a deduction under Section 162(m) of the
          Code for employee remuneration will not apply to any amount paid or
          payable by FNF under any contract, Benefit Plan, program, arrangement
          or understanding currently in effect.

          (j) Voting Requirements. The affirmative vote of holders of a majority
     of the shares of FNF Common Stock (with each share of FNF Common Stock
     having one vote per share) to approve and adopt this Agreement and the
     Merger is the only vote of the holders of any class or series of the
     capital stock of FNF necessary to approve and adopt this Agreement and the
     Merger and the transactions contemplated hereby.

          (k) Compliance with Applicable Laws. FNF has in full force and effect
     all Federal, state, local and foreign governmental approvals,
     authorizations, certificates, consents, filings, franchises, licenses,
     notices, permits and rights (collectively, "Permits") necessary for it to
     own, lease or operate its properties and assets and to carry on its
     business as now conducted, and there has occurred no default under any such
     Permit, in each case except for the failure of Permits to be in full force
     and effect or for defaults under Permits which failures or defaults
     individually or in the aggregate would not


                                      -14-

<PAGE>

     reasonably be expected to have an FNF Material Adverse Effect. Except as
     disclosed in the Filed FNF SEC Documents, FNF and the FNF Subsidiaries are
     in compliance with all applicable statutes, laws, ordinances, rules,
     regulations and orders of any Governmental Entity, except for such
     noncompliance which individually or in the aggregate would not reasonably
     be expected to have an FNF Material Adverse Effect. Except as disclosed in
     the Filed FNF SEC Documents, as of the date of this Agreement, to the
     knowledge of FNF, no investigation, examination, inquiry, enforcement
     action or other proceeding by any Governmental Entity with respect to FNF
     is pending or threatened, other than, in each case, those the outcome of
     which, as far as reasonably can be foreseen, will not have a FNF Material
     Adverse Effect.

          (l) Opinion of Financial Advisor. FNF has received the opinion of its
     financial advisor, Bear Stearns & Co. Inc., dated the date hereof, to the
     effect that, as of such date, the consideration to be received by FNF and
     its stockholders pursuant to this Agreement and the Securities Exchange
     Agreement, taken together, is fair, from a financial point of view, to the
     stockholders of FNF. It is agreed and understood that such opinion is for
     the benefit of FNF's board of directors and may not be relied on by the
     Company.

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

          (n) The FNF Special Committee Recommendation; Board of Directors
     Recommendation. The FNF Special Committee has duly adopted at a special
     meeting held on June 25, 2006, resolutions recommending to the Board of
     Directors of FNF approval of this Agreement, the Merger, and the
     transactions contemplated hereby on the terms and conditions set forth
     herein. Upon the recommendation of FNF Special Committee, the Board of
     Directors of FNF, by resolutions duly adopted at a meeting duly called and
     held, has duly (i) determined that this Agreement and the Merger and the
     other transactions contemplated hereby are fair to and in the best
     interests of FNF and its stockholders, (ii) approved and declared advisable
     this Agreement and the Merger and the other transactions contemplated
     hereby and (iii) recommended that the stockholders of FNF adopt this
     Agreement and the Merger and the transactions contemplated hereby and
     directed that this Agreement and the Merger and the transactions
     contemplated hereby be submitted for adoption by FNF's stockholders at the
     FNF Stockholders Meeting (as defined herein).

          (o) Litigation. There is no suit, action, proceeding or arbitration
     pending or, to the knowledge of FNF, threatened against or affecting FNF
     that, individually or in the aggregate, would reasonably be expected to (i)
     have an FNF Material Adverse Effect or (ii) prevent the consummation of any
     of the transactions contemplated by this Agreement, nor is there any
     judgment, decree, injunction or order of any Governmental Entity or
     arbitrator outstanding against FNF having, or which would reasonably be
     expected to have, any such effect.


                                      -15-

<PAGE>

          (p) No Assets and Liabilities. At the Effective Time, FNF will not own
     any assets other than the Assumption Agreement executed and delivered by
     FNT substantially in the form attached hereto as Exhibit B pursuant to the
     Securities Exchange Agreement (the "Assumption Agreement"), the Tax
     Disaffiliation Agreement (as defined herein) and shares of Company Common
     Stock, and will not have any Liabilities that have not been assumed by FNT,
     other than the Excluded FNF Liabilities.

          (q) Information Supplied. None of the information supplied or to be
     supplied by FNF specifically for inclusion or incorporation by reference in
     (i) the registration statement on Form S-4 to be filed with the SEC by the
     Company in connection with the issuance of Company Common Stock in the
     Merger (the "Form S-4") will at the time it becomes effective under the
     Securities Act, at the time any amendment or supplement thereto becomes
     effective under the Securities Act or at the Effective Time, contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading or (ii) the information statement relating to the approval
     by the shareholders of the Company of the matters referred to in the second
     sentence of Section 5.3 and the proxy statement relating to the approval by
     the stockholders of FNF of the matters referred to in the first sentence of
     Section 5.3, in each case as amended or supplemented from time to time
     (collectively, the "Proxy Statement") will, at the date it is first mailed
     to the Company's shareholders or the FNF stockholders, as applicable, and
     at the time of the Company Shareholders Meeting (as defined herein) and the
     FNF Stockholders Meeting, contain any untrue statement of a material fact
     or omit to state any material fact required to be stated therein or
     necessary in order to make the statements therein, in light of the
     circumstances under which they are made, not misleading.

          (r) Section 203. FNF has taken all corporate action necessary to
     render inapplicable to the Merger, this Agreement and the transactions
     contemplated hereby, the provisions of Section 203 of the DGCL.

          SECTION 3.2. Representations and Warranties of the Company. The
Company represents and warrants to FNF as follows:

          (a) Organization, Standing and Corporate Power. The Company and each
     Company Subsidiary is a corporation, limited partnership, limited liability
     company or other legal entity duly organized, validly existing and in good
     standing (in such jurisdictions where such concept is applicable) under the
     laws of the jurisdiction of its organization and has the requisite
     corporate or entity power and authority to carry on its business as now
     being conducted. The Company and each Company Subsidiary is duly qualified
     to do business and is in good standing (in such jurisdictions where such
     concept is applicable) in each jurisdiction in which the nature of its
     business or the ownership or leasing of its properties makes such
     qualification necessary, other than in such jurisdictions where the failure
     to be so qualified (individually or in the aggregate) would not have a
     Company Material Adverse Effect (as hereinafter defined). For purposes of
     this Agreement, (x) a "Company Subsidiary" means each subsidiary of the
     Company, and (y) a "Company Material Adverse Effect" means any change,
     circumstance, effect, event or occurrence that (i) would be materially
     adverse to the assets, Liabilities, business,


                                      -16-

<PAGE>

     financial condition or results of operations of the Company and the Company
     Subsidiaries taken as a whole, other than any change, circumstance, effect,
     event or occurrence resulting from (A) changes in general economic
     conditions affecting the United States, (B) general changes or developments
     in the industries in which the Company and the Company Subsidiaries operate
     or (C) the announcement of this Agreement and the transactions contemplated
     hereby, including any termination of, reduction in or similar negative
     impact on the relationships, contractual or otherwise, with any customers,
     distributors, partners or employees of the Company and the Company
     Subsidiaries to the extent due to the announcement of this Agreement and
     the transactions contemplated hereby, including any termination of,
     reduction in or similar negative impact on the relationships, contractual
     or otherwise, with any customers, distributors, partners or employees of
     FNF to the extent due to the announcement of this Agreement or the identity
     of the parties hereto, unless, in the case of the foregoing clauses (A) and
     (B), such changes referred to therein have a materially disproportionate
     effect on the Company and the Company Subsidiaries taken as a whole
     relative to other participants in the industry in which the Company and the
     Company Subsidiaries operate, or (ii) would have a material adverse effect
     on the ability of the Company to perform its obligations hereunder or to
     consummate the transactions contemplated hereby on a timely basis. The
     Company has delivered or made available to FNF complete and correct copies
     of the Company Charter and the Company By-laws and of the certificates of
     incorporation and by-laws, or other organizational documents, of each of
     the Company Subsidiaries, in each case as amended to the date of this
     Agreement.

          (b) Capital Structure.

               (i) The authorized capital stock of the Company consists of
          600,000,000 shares of Company Common Stock, par value $.01 per share,
          and 200,000,000 shares of preferred stock, par value $.01 per share.
          At the close of business on May 31, 2006, (i) 191,742,076 shares of
          Company Common Stock and no shares of preferred stock were issued and
          outstanding, (ii) 5,684,520 shares of Company Common Stock were held
          by subsidiaries of the Company or by the Company in its treasury and
          (iii) 13,579,610 shares of Company Common Stock were reserved for
          issuance pursuant to outstanding options to purchase shares of Company
          Common Stock granted under the Company's stock option plans (the
          "Company Stock Plans"). Except as set forth above, at the close of
          business on May 31, 2006, no shares of capital stock or other equity
          securities of the Company were issued, reserved for issuance or
          outstanding. All outstanding shares of capital stock of the Company
          are, and all shares which may be issued pursuant to this Agreement or
          upon the exercise of options under the Company Stock Plans will be,
          when issued, duly authorized, validly issued, fully paid and
          nonassessable and not subject to preemptive rights. No bonds,
          debentures, notes or other indebtedness of the Company having the
          right to vote (or convertible into, or exchangeable for, securities
          having the right to vote) on any matters on which the shareholders of
          the Company may vote are issued or outstanding. Except as set forth
          above, there are not any securities, options, warrants, rights,
          commitments or agreements of any kind to which the Company is a party
          or by which any of them is bound obligating any of them to issue, sell
          or deliver, or


                                      -17-

<PAGE>

          repurchase, redeem or otherwise acquire, shares of capital stock or
          other equity or voting securities of the Company, or obligating the
          Company to issue, sell, deliver, grant, extend or enter into any such
          security, option, warrant, right, commitment or agreement. Except as
          set forth in Section 3.2(b)(i) of the Disclosure Schedule delivered by
          the Company to FNF at or prior to the execution of this Agreement (the
          "Company Disclosure Schedule"), the Company is not a party to or
          bound by any agreement, proxy or other arrangement restricting the
          transfer of Company Common Stock or affecting the voting of any shares
          of capital stock of the Company.

               (ii) Section 3.2(b)(ii) of the Company Disclosure Schedule lists
          each Company Subsidiary. Except as set forth in Section 3.2(b)(ii) of
          the Company Disclosure Schedule, all of the outstanding shares of
          capital stock or other equity securities of each Company Subsidiary
          have been validly issued and are fully paid and non-assessable (in the
          case of any Company Subsidiary that is not organized in the United
          States, to the extent such concepts are applicable) and are owned by
          the Company, free and clear of all Liens. No bonds, debentures, notes
          or other indebtedness of any Company Subsidiary having the right to
          vote (or convertible into, or exchangeable for, securities having the
          right to vote) on any matters on which the shareholders of any Company
          Subsidiary may vote are issued or outstanding. Except as set forth in
          Section 3.2(b)(ii) of the Company Disclosure Schedule, there are no
          securities, options, warrants, rights, commitments or agreements of
          any kind to which the Company or any Company Subsidiary is a party or
          by which any of them is bound obligating any of them to issue, sell or
          deliver, or repurchase, redeem or otherwise acquire, shares of capital
          stock or other equity or voting securities of any Company Subsidiary,
          or obligating any of them to issue, sell, deliver, grant, extend or
          enter into any such security, option, warrant, right, commitment or
          agreement. Except as set forth in Section 3.2(b)(ii) of the Company
          Disclosure Schedule, neither the Company nor any Company Subsidiary is
          a party to or bound by any agreement, proxy or other arrangement
          restricting the transfer or affecting the voting of any shares of
          capital stock of any Company Subsidiary. Except for the capital stock
          or other equity securities of such subsidiaries and the other
          ownership interests listed in Section 3.2(b)(ii) of the Company
          Disclosure Schedule, the Company does not own, directly or indirectly,
          any capital stock or other ownership interest in any person other than
          interests held for investment purposes that do not exceed 10% of the
          voting securities of any such single person.

          (c) Authority; Noncontravention. The Company has all requisite
     corporate power and authority to enter into this Agreement and, subject to
     the approval of its shareholders as set forth in Section 5.3 (the "Company
     Shareholder Approval"), the Company and each of the Company Subsidiaries
     has all requisite corporate power and authority to consummate the
     transactions contemplated by this Agreement. The execution and delivery of
     this Agreement by the Company and the consummation by the Company of the
     transactions contemplated by this Agreement have been duly authorized by
     all necessary corporate action on the part of the Company, subject to the
     Company Shareholder Approval. This Agreement has been duly executed and
     delivered by the


                                      -18-

<PAGE>
     Company and, assuming this Agreement constitutes the valid and binding
     agreement of FNF, constitutes a valid and binding obligation of the
     Company, enforceable against it in accordance with its terms, subject to
     the effect of any applicable bankruptcy, insolvency (including all laws
     relating to fraudulent transfers), reorganization, moratorium or similar
     laws affecting creditors' rights generally and subject to the effect of
     general principles of equity. Except as disclosed in Section 3.2(c) of the
     Company Disclosure Schedule, the execution and delivery of this Agreement
     does not, and the consummation of the transactions contemplated by this
     Agreement and compliance with the provisions of this Agreement will not,
     (i) conflict with any of the provisions of the Company Charter or the
     Company By-laws, (ii) subject to the matters referred to in the next
     sentence, conflict with, result in a breach of or default (with or without
     notice or lapse of time, or both) under, give rise to a right of
     termination, cancellation or acceleration of any obligation or loss of a
     material benefit under, require the consent of any person under, or result
     in the creation of any Lien on any property or asset of the Company or any
     Company Subsidiary under, any indenture or other agreement, permit,
     franchise, license or other instrument or undertaking to which the Company
     or any of the Company Subsidiaries is a party or by which the Company or
     any of the Company Subsidiaries or any of their assets is bound or
     affected, or (iii) subject to the matters referred to in the next sentence,
     contravene any statute, law, ordinance, rule, regulation, order, judgment,
     injunction, decree, determination or award applicable to the Company or any
     of the Company Subsidiaries or any of their respective properties or
     assets, which, in the case of clauses (ii) and (iii), individually or in
     the aggregate, would reasonably be expected to have a Company Material
     Adverse Effect. No consent, approval or authorization of, or declaration or
     filing with, or notice to, any Governmental Entity is required by or with
     respect to the Company or any of the Company Subsidiaries in connection
     with the execution and delivery of this Agreement by the Company or the
     consummation by the Company or any Company Subsidiary, as the case may be,
     of any of the transactions contemplated by this Agreement, except for (i)
     the filing of premerger notification and report forms under the Hart-Scott
     Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
     with respect to the Merger, (ii) the approvals, filings and/or notices
     required under the insurance laws of the jurisdictions set forth in Section
     3.2(c)(i) of the Company Disclosure Schedule, (iii) the filing with the SEC
     of such reports and other filings under the Exchange Act as may be required
     in connection with this Agreement and the transactions contemplated by this
     Agreement, (iv) the filing with the SEC of the Form S-4 and the Proxy
     Statement relating to the matters referred to in the first and second
     sentences of Section 5.3, (v) the filing of the certificate of merger with
     the Delaware Secretary of State and the Georgia Secretary of State, and
     appropriate documents with the relevant authorities of other states in
     which the Company is qualified to do business, (vi) such other consents,
     approvals, authorizations, filings or notices as are set forth in Section
     3.2(c)(ii) of the Company Disclosure Schedule and (vii) such other
     consents, approvals, authorizations, declarations, filings or notices the
     failure to obtain or make which, in the aggregate, would not have a Company
     Material Adverse Effect.

          (d) SEC Documents; Financial Statements. (i) The Company has filed all
     required reports, schedules, forms, statements and other documents with the
     SEC since January 1, 2003 (such reports, schedules, forms, statements and
     other documents, as


                                      -19-

<PAGE>

     amended to the date hereof, the "Company SEC Documents"). As of their
     respective dates, the Company SEC Documents complied in all material
     respects with the requirements of the Securities Act or the Exchange Act,
     as the case may be, and the rules and regulations of the SEC promulgated
     thereunder applicable to such Company SEC Documents, and none of the
     Company SEC Documents as of such dates contained any untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they were made, not misleading. Except to the
     extent that information contained in any Company SEC Document has been
     revised or superseded by a later Filed Company SEC Document (as defined
     herein), none of the Company SEC Documents contains any untrue statement of
     a material fact or omits to state any material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they were made, not misleading. The
     consolidated financial statements of the Company included in the Company
     SEC Documents comply as to form in all material respects with applicable
     accounting requirements and the published rules and regulations of the SEC
     with respect thereto, have been prepared in accordance with generally
     accepted accounting principles (except, in the case of unaudited
     consolidated quarterly statements, as permitted by Form 10-Q of the SEC)
     applied on a consistent basis during the periods involved (except as may be
     indicated in the notes thereto) and present fairly, in all material
     respects, the consolidated financial position of the Company and its
     consolidated subsidiaries as of the dates thereof and the consolidated
     results of their operations and cash flows for the periods then ended
     (subject, in the case of unaudited quarterly statements, to normal year-end
     audit adjustments). Except as set forth in the Filed Company SEC Documents,
     neither the Company nor any of its subsidiaries has any Liabilities
     required by generally accepted accounting principles to be set forth on a
     consolidated balance sheet of the Company and its consolidated subsidiaries
     or in the notes thereto, other than Liabilities (i) incurred since March
     31, 2006 in the ordinary course of business consistent with past practice
     or (ii) that would not, individually or in the aggregate, reasonably be
     expected to have a Company Material Adverse Effect.

          (e) Absence of Certain Changes or Events. Except as disclosed in the
     Company SEC Documents filed and publicly available prior to the date of
     this Agreement (the "Filed Company SEC Documents") or in Section 3.2(e) of
     the Company Disclosure Schedule or in connection with the transactions
     contemplated hereby, since the date of the most recent audited financial
     statements included in the Filed Company SEC Documents, the Company and
     each Company Subsidiary has conducted its business only in the ordinary
     course, and there has not been (i) any change, circumstance, effect, event,
     development or occurrence that, individually or in the aggregate, has had
     or would reasonably be expected to have a Company Material Adverse Effect,
     (ii) any declaration, setting aside or payment of any dividend or other
     distribution (whether in cash, stock or property) with respect to any of
     the Company's outstanding capital stock (except for ordinary quarterly cash
     dividends), (iii) any split, combination or reclassification of any of its
     outstanding capital stock or any issuance or the authorization of any
     issuance of any other securities in respect of, in lieu of or in
     substitution for shares of its outstanding capital stock, (iv) (x) any
     granting by the Company or any Company Subsidiary to any Executive Officers
     of the Company of any increase in compensation, except in the


                                      -20-

<PAGE>

     ordinary course of business consistent with prior practice or as was
     required under employment agreements in effect as of the date of the most
     recent audited financial statements included in the Filed Company SEC
     Documents, (y) any granting by the Company or any Company Subsidiary to any
     such Executive Officer of the Company of any increase in severance or
     termination pay, except as was required under any employment, severance or
     termination agreements in effect as of the date of the most recent audited
     financial statements included in the Filed Company SEC Documents or (z) any
     entry by the Company or any of its subsidiaries into any employment,
     severance or termination agreement with any such Executive Officer of the
     Company or (v) any change in accounting methods, principles or practices by
     the Company or any Company Subsidiary materially affecting its assets,
     Liabilities or business, except insofar as may have been required by a
     change in generally accepted accounting principles.

          (f) Absence of Changes in Benefit Plans. Except as disclosed in the
     Filed Company SEC Documents or in Section 3.2(f) of the Company Disclosure
     Schedule, since the date of the most recent audited financial statements
     included in the Filed Company SEC Documents, there has not been any
     adoption or amendment by the Company or any Company Subsidiary of any
     collective bargaining agreement or any Company Benefit Plan (as defined
     herein).

          (g) Benefit Plans.

               (i) Each Pension Plan, Welfare Plan, and each other plan,
          arrangement or policy relating to compensation, deferred compensation,
          severance, fringe benefits or other employee benefits, in each case
          maintained or contributed to, or required to be maintained or
          contributed to, by the Company or any of the Company Subsidiaries for
          the benefit of any present or former officer, employee, agent,
          director or independent contractor of the Company or any Company
          Subsidiary (all the foregoing being herein called "Company Benefit
          Plans") has been administered in accordance with its terms except
          where failure to administer in accordance with such terms would not
          reasonably be expected to have a Company Material Adverse Effect. The
          Company, each of the Company Subsidiaries and all the Company Benefit
          Plans are in compliance with the applicable provisions of ERISA, the
          Code, all other applicable laws and all applicable collective
          bargaining agreements except where failure to comply would not
          reasonably be expected to have a Company Material Adverse Effect. A
          complete and correct copy of each Company Benefit Plan, and the most
          recent trust agreement, custodial agreement or insurance contract
          relating thereto, have been made available to FNF. Section 3.2(g) of
          the Company Disclosure Schedule sets forth a complete and correct list
          of each employment contract as to which the Company has any obligation
          or liability, contingent or otherwise.

               (ii) None of the Company or any other person or entity that
          together with the Company is treated as a single employer under
          Section 414(b), (c), (m) or (o) of the Code (each a "Company Commonly
          Controlled Entity") has incurred any material liability under Title IV
          of ERISA (other than for the payment of


                                      -21-

<PAGE>

          benefits or Pension Benefit Guaranty Corporation insurance premiums,
          in either case in the ordinary course).

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

          (h) Taxes.

               (i) Each of the Company and the Company Subsidiaries has filed
          all tax returns and reports required to be filed by it or requests for
          extensions to file such returns or reports have been timely filed,
          granted and have not expired, except to the extent that such failures
          to file or to have extensions granted that remain in effect
          individually or in the aggregate would not have a Company Material
          Adverse Effect. All tax returns filed by the Company and each Company
          Subsidiary are complete and accurate except to the extent that such
          failure to be complete and accurate would not have a Company Material
          Adverse Effect. The Company and each Company Subsidiary has paid (or
          the Company has paid on behalf of the Company Subsidiary) all taxes
          shown as due on such returns, and the most recent financial statements
          contained in the Filed Company SEC Documents reflect an adequate
          reserve for all taxes payable by the Company and its subsidiaries for
          all taxable periods and portions thereof accrued through the date of
          such financial statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
          or assessed against the Company or any of its subsidiaries that are
          not adequately reserved for, except for deficiencies that individually
          or in the aggregate would not have a Company Material Adverse Effect,
          and, except as set forth in Section 3.2(h) of the Company Disclosure
          Schedule, no requests for waivers of the time to assess any such taxes
          have been granted or are pending. The Federal and state income tax
          returns of the Company and each of its subsidiaries consolidated in
          such returns have been examined by and settled with the IRS or the
          appropriate state taxation authorities, as the case may be, or the
          statute of limitations on assessment or collection of any Federal or
          state income taxes due from the Company or any of its subsidiaries has
          expired, for all taxable years of the Company or any of its
          subsidiaries through the taxable year ended (a) December 31, 2001, for
          Federal income taxes and (b) December 31, 1999, for state income
          taxes.

          (i) No Excess Parachute Payments; Section 162(m) of the Code.

               (i) Except as disclosed in Section 3.2(i) of the Company
          Disclosure Schedule, none of the transactions contemplated by this
          Agreement shall constitute a triggering event under any employment,
          severance or termination


                                      -22-

<PAGE>

          agreement or other compensation arrangement or Company Benefit Plan
          currently in effect which (either alone or upon the occurrence of any
          additional or subsequent event) would reasonably be expected to result
          in any payment, acceleration, vesting or increase in benefits to any
          current or former officer, employee or director of the Company or any
          of its subsidiaries and which would constitute an "excess parachute
          payment" (as such term is defined in Section 280G(b)(1) of the Code).

               (ii) Except as disclosed in Section 3.2(i) of the Company
          Disclosure Schedule, the disallowance of a deduction under Section
          162(m) of the Code for employee remuneration will not apply to any
          amount paid or payable by the Company or any Company Subsidiary under
          any contract, Company Benefit Plan, program, arrangement or
          understanding currently in effect.

          (j) Voting Requirements. The affirmative vote of the shareholders of
     the Company by the requisite vote in accordance with the requirements of
     the New York Stock Exchange Listed Company Manual and any applicable law to
     approve the issuance of the Company Common Stock in the Merger and the
     Company Incentive Plan Amendment (as defined herein) is the only vote of
     the holders of any class or series of Company Common Stock necessary to
     approve issuance of the Company Common Stock in the Merger and this
     Agreement and any of the transactions contemplated hereby, including the
     Company Incentive Plan Amendment.

          (k) Compliance with Applicable Laws. Except as set forth in Section
     3.2(k) of the Company Disclosure Schedule, each of the Company and the
     Company Subsidiaries has in full force and effect all Permits necessary for
     it to own, lease or operate its properties and assets and to carry on its
     business as now conducted, and there has occurred no default under any such
     Permit, in each case except for the failure of Permits to be in full force
     and effect or for defaults under Permits which failures or defaults
     individually or in the aggregate would not reasonably be expected to have a
     Company Material Adverse Effect. Except as disclosed in the Filed Company
     SEC Documents, the Company and the Company Subsidiaries are in compliance
     with all applicable statutes, laws, ordinances, rules, regulations and
     orders of any Governmental Entity, except for such noncompliance which
     individually or in the aggregate would not reasonably be expected to have a
     Company Material Adverse Effect. Except as disclosed in the Filed Company
     SEC Documents, as of the date of this Agreement, to the knowledge of the
     Company, no investigation, examination, inquiry, enforcement action or
     other proceeding by any Governmental Entity with respect to the Company or
     any of its subsidiaries is pending or threatened, other than, in each case,
     those the outcome of which, as far as reasonably can be foreseen, will not
     have a Company Material Adverse Effect.

          (l) Opinion of Financial Advisor. The Company has received the opinion
     of its financial advisor, Stephens, Inc., dated the date hereof, to the
     effect that, as of such date, the Conversion Number is fair from a
     financial point of view to the shareholders of the Company other than FNF.
     It is agreed and understood that such opinion is for the benefit of the
     Company's board of directors and may not be relied on by FNF.


                                      -23-
<PAGE>

          (m) Brokers. No broker, investment banker, financial advisor or other
     person, other than Stephens, Inc., the fees and expenses of which will be
     paid by the Company, is entitled to any broker's, finder's, financial
     advisor's or other similar fee or commission in connection with the
     transactions contemplated by this Agreement based upon arrangements made by
     or on behalf of the Company.

          (n) The Company Special Committee Recommendation; Board of Directors
     Recommendation. The Company Special Committee has duly adopted at a special
     meeting held on June 25, 2006, resolutions recommending to the Board of
     Directors of the Company approval of this Agreement, the Merger, the
     issuance of Company Common Stock in the Merger and the transactions
     contemplated hereby on the terms and conditions set forth herein. Upon the
     recommendation of the Company Special Committee, the Board of Directors of
     the Company, by resolutions duly adopted at a meeting duly called and held,
     has duly (i) determined that this Agreement, the Merger, the issuance of
     Company Common Stock in the Merger and the other transactions contemplated
     hereby are fair to and in the best interests of the Company and its
     shareholders, (ii) adopted, approved and declared advisable this Agreement
     and the Merger and the other transactions contemplated hereby and (iii)
     recommended that the shareholders of the Company approve the issuance of
     Company Common Stock in the Merger and the Company Incentive Plan Amendment
     and directed that the issuance of Company Common Stock in the Merger and
     the Company Incentive Plan Amendment be submitted for approval of the
     Company's shareholders at the Company Shareholders Meeting (as defined
     herein).

          (o) Litigation. Except as set forth in Section 3.2(o) of the Company
     Disclosure Schedule, there is no suit, action, proceeding or arbitration
     pending or, to the knowledge of the Company, threatened against or
     affecting the Company or any of the Company Subsidiaries that, individually
     or in the aggregate, would reasonably be expected to (i) have a Company
     Material Adverse Effect (other than as described in the Filed Company SEC
     Documents) or (ii) prevent the consummation of any of the transactions
     contemplated by this Agreement, nor is there any judgment, decree,
     injunction or order of any Governmental Entity or arbitrator outstanding
     against the Company or any of the Company Subsidiaries having, or which
     would reasonably be expected to have, any such effect.

          (p) Transaction Documents. None of the information contained in (i)
     the Form S-4 will, at the time it becomes effective under the Securities
     Act, at the time any amendment or supplement thereto becomes effective
     under the Securities Act or at the Effective Time, contain any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not
     misleading or (ii) the Proxy Statement will, at the date the Proxy
     Statement is first mailed to the Company's or FNF's stockholders or at the
     time of the Company Shareholders Meeting or the FNF Stockholders Meeting,
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to make
     the statements therein, in light of the circumstances under which they are
     made, not misleading. The S-4 and the Proxy Statement will comply as to
     form in all material respects with the requirements of the Exchange Act and
     the rules and regulations


                                      -24-

<PAGE>

     promulgated thereunder. Notwithstanding the foregoing, no representation or
     warranty is made by the Company in this Section 3.2(p) with respect to
     information supplied by FNF specifically for inclusion or incorporation by
     reference in the Form S-4 or the Proxy Statement.

          (q) Fair Price Requirements; State Anti-Takeover Statutes. The Board
     of Directors of the Company has taken all actions necessary so that the
     Merger and other transactions contemplated by this Agreement have been
     approved in accordance with Section 1111(1) of the GBCC, and no additional
     shareholder vote pursuant to Section 1111(2) of the GBCC shall be required
     in order to effectuate the Merger and the other transactions contemplated
     by this Agreement. Neither Section 1132 of the GBCC nor, to the Company's
     knowledge, any other "fair price" (other than Sections 1110-1113 of the
     GBCC), "moratorium," "control share acquisition" or other state takeover
     statute or similar statute or regulation is applicable to the Merger or any
     other transaction contemplated by this Agreement.

                                   ARTICLE IV

                    COVENANTS RELATING TO CONDUCT OF BUSINESS
                                 PRIOR TO MERGER

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

               (i) (x) declare, set aside or pay any dividends on, or make any
          other distributions (whether in cash, stock or property) in respect
          of, any outstanding capital stock of the Company, other than ordinary
          quarterly cash dividends, (y) split, combine or reclassify any of its
          outstanding capital stock or issue or authorize the issuance of any
          other securities in respect of, in lieu of or in substitution for
          shares of its outstanding capital stock or (z) except as required by
          the terms of any agreement, arrangement or plan in effect as of the
          date hereof, purchase, redeem or otherwise acquire any shares of
          outstanding capital stock or any rights, warrants or options to
          acquire any such shares;


                                      -25-

<PAGE>

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

               (iii) amend or propose any change to its certificate of
          incorporation, by-laws or other comparable charter or organizational
          documents;

               (iv) (w) acquire, in any transaction or a series of related
          transactions, (1) any business or any corporation, partnership, joint
          venture, association or other business organization or division
          thereof other than the acquisition of the shares of National Title
          Insurance of New York, Inc. or (2) any assets that are material,
          individually or in the aggregate, to the Company and the Company
          Subsidiaries taken as a whole, (x) merge or consolidate itself or any
          of its Subsidiaries with any other Person, except for any such
          transactions among its wholly owned Subsidiaries, (y) restructure,
          reorganize or completely or partially liquidate or (z) otherwise enter
          into any agreements or arrangements imposing material changes or
          restrictions on its assets, operations or businesses, when taken as a
          whole;

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

               (vi) (x) incur any indebtedness for borrowed money or guarantee
          or otherwise become responsible for any such indebtedness of another
          person, other than indebtedness in an amount less than $2,000,000
          individually or $10,000,000 in the aggregate or indebtedness owing to
          or guarantees owing to the Company or any direct or indirect
          wholly-owned Company Subsidiary (it being understood that the
          Company's guarantee of the performance of a Company Subsidiary to a
          third party customer or vendor shall not constitute an incurrence of
          indebtedness under this subsection), or (y) make any loans, advances
          or capital contributions to, or investments in, any other person,
          other than to the Company or to any direct or indirect wholly-owned
          Company Subsidiary and routine, immaterial advances to employees, and
          other than purchases of investment assets in the ordinary course of
          business consistent with past practice;

               (vii) except in accordance with the Company's budget which exists
          as of the date hereof, make or agree to make any new capital
          expenditure or expenditures which, individually, involves payments of
          in excess of $10,000,000 or, in the aggregate, involve payments of in
          excess of $25,000,000;

               (viii) pay, discharge, settle or satisfy any claims, liabilities
          or obligations (absolute, accrued, asserted or unasserted, contingent
          or otherwise), other than the payment, discharge or satisfaction, in
          the ordinary course of business consistent


                                      -26-

<PAGE>

          with past practice or in accordance with their terms, of liabilities
          reflected or reserved against in, or contemplated by, the most recent
          consolidated financial statements (or the notes thereto) of the
          Company included in the Filed Company SEC Documents or incurred since
          the date of such financial statements in the ordinary course of
          business consistent with past practice, or in amounts not in excess of
          $2,000,000 in each case;

               (ix) make any change in accounting methods, principles or
          practices used by the Company or any of the Company Subsidiaries
          materially affecting its assets, liabilities or business, except
          insofar as may be required by a change in generally accepted
          accounting principles;

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

               (xi) except as required pursuant to existing written, binding
          agreements or policies in effect prior to the date of this Agreement,
          or as otherwise required by applicable law, (w) grant or provide any
          material severance or termination payments or benefits to any
          director, officer or employee of the Company, except, in the case of
          employees who are not officers, in the ordinary course of business
          consistent with past practice, (x) materially increase the
          compensation, bonus or pension, welfare, severance or other benefits
          of, pay any material bonus to, or make any new equity awards to any
          director, officer or employee of the Company, except for increases in
          the ordinary course of business consistent with past practice for
          employees who are not officers, (y) establish, adopt, materially amend
          or terminate any Company Benefit Plan or amend the terms of any
          outstanding equity-based awards, or (z) take any action to accelerate
          the vesting or payment, or fund or in any other way secure the
          payment, of compensation or benefits under any Company Benefit Plan,
          to the extent not already provided in any such Company Benefit Plan;
          or

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

          (b) Conduct of Business of FNF. FNF shall not take any action that
     would cause it to own any assets at the Effective Time other than the
     Assumption Agreement, the Tax Disaffiliation Agreement and shares of
     Company Common Stock or to have any Liabilities at the Effective Time
     (other than Excluded FNF Liabilities) that have not been assumed by FNT.

          SECTION 4.2. Other Actions. The Company, each Company Subsidiary and
FNF shall not take any action that would, or that would reasonably be expected
to, result in any of the conditions set forth in Article VI not being satisfied.
The Company shall give prompt notice to FNF, and FNF shall give prompt notice to
the Company, of any event, condition or circumstance of which it becomes aware
that would constitute a violation or breach of this


                                      -27-

<PAGE>

Agreement by it; provided, however, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties or the
conditions to the obligations of the parties under this Agreement.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

          SECTION 5.1. Preparation of Form S-4 and the Proxy Statement. As soon
as practicable following the date of this Agreement, the Company and FNF shall
prepare and file with the SEC the Form S-4, in which the Proxy Statement will be
included as a prospectus. Each of the Company and FNF shall use its reasonable
best efforts to have the Proxy Statement cleared by the SEC under the Exchange
Act and have the Form S-4 declared effective under the Securities Act as
promptly as practicable after such filing. The Company shall use its reasonable
best efforts to cause the Proxy Statement to be mailed to the Company's
shareholders and FNF shall use its reasonable best efforts to cause the Proxy
Statement to be mailed to FNF's stockholders, in each case as promptly as
practicable after the Form S-4 is declared effective. The Company shall also
take, in consultation with FNF and its counsel, any action (other than
qualifying to do business in any jurisdiction in which it is not now so
qualified) required to be taken under any applicable state securities laws in
connection with the issuance of Company Common Stock in the Merger and FNF shall
furnish all information concerning FNF and the holders of the FNF Common Stock
as may be reasonably requested in connection with any such action. No filing of,
or amendment or supplement to, the Form S-4 or the Proxy Statement will be made
by the Company or FNF without providing the other party the opportunity to
review and comment thereon. Each party shall promptly notify the other party
upon the receipt of any comments from the SEC or its staff or any request from
the SEC or its staff for amendments or supplements to the Form S-4 or Proxy
Statement and shall provide the other party with copies of all correspondence
between it and its representatives, on the one hand, and the SEC and its staff,
on the other hand, relating to the Form S-4 and the Proxy Statement. The Company
shall advise FNF, promptly after it receives notice thereof, of the time when
the Form S-4 becomes effective or any supplement or amendment has been filed,
the issuance of any stop order, the suspension of the qualification of Company
Common Stock issuable in connection with the Merger for offering or sale in any
jurisdiction. If at any time prior to the Company Shareholders Meeting or the
FNF Stockholders Meeting, any information relating to the Company or FNF or any
of their respective affiliates, officers or directors, should be discovered by
the Company or FNF which is required by applicable law to be set forth in an
amendment or supplement to the Form S-4 or the Proxy Statement, so that the Form
S-4 or Proxy Statement shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading, the party which discovers such information shall
promptly notify the other parties, and an appropriate amendment or supplement
describing such information shall be filed with the SEC and, to the extent
required by applicable law, disseminated to the shareholders of the Company and
the stockholders of FNF. The Company shall not mail or use the Proxy Statement
or any amendment or supplement thereto without the prior approval of FNF of the
form and content thereof, which approval of the content thereof, which approval
will not be unreasonably withheld or delayed.


                                      -28-

<PAGE>

          SECTION 5.2. Treatment of Company Stock Options. In connection with
the Merger, the Company shall take all actions necessary so that each
outstanding option to purchase shares of Company Common Stock held by an
employee or director who, following the Merger, shall be employed solely by or
solely serve as a director of FNT or any subsidiary thereof, shall be fully
vested as of the Effective Time.

          SECTION 5.3. Meetings of Stockholders. FNF shall take all action
necessary in accordance with applicable law and the FNF Charter and FNF By-laws
to convene a meeting of its stockholders (the "FNF Stockholders Meeting") to
consider and vote upon the adoption of this Agreement and to cause such vote to
be taken. The Company shall take all action necessary in accordance with
applicable law and the Company Charter and Company By-laws to convene a meeting
of its shareholders (the "Company Shareholders Meeting") to consider and vote
upon the approval of the issuance of Company Common Stock in the Merger and the
Company Incentive Plan Amendment (collectively, the "Company Vote Items") and to
cause such vote to be taken. Subject to Section 5.8 hereof, FNF and the Company
shall, through their respective Boards of Directors, recommend to their
respective stockholders adoption or approval, as the case may be, of the
foregoing matters and FNF shall take all lawful action to solicit such adoption
or approval, as the case may be, by its stockholders. Without limiting the
generality of the foregoing, (x) FNF agrees that its obligations pursuant to the
first and last sentences of this Section 5.3 shall not be affected by the
withdrawal or modification by the Board of Directors of FNF of its approval or
recommendation of this Agreement or the Merger and (y) the Company agrees that
its obligations pursuant to the second and last sentences of this Section 5.3
shall not be affected by the withdrawal or modification by the Board of
Directors of the Company of its approval or recommendation of any of the Company
Vote Items. FNF and the Company shall use reasonable efforts to hold the FNF
Stockholders Meeting and the Company Shareholders Meeting on the same day as the
meeting of stockholders of FNT to be held to approve the Securities Exchange
Agreement and use their reasonable best efforts to hold such meetings as soon as
practicable after the Form S-4 is declared effective.

          SECTION 5.4. Access to Information; Confidentiality. Each of FNF and
the Company shall, and shall cause any of its respective subsidiaries to, afford
to the other party and to the officers, employees, counsel, financial advisors,
accountants, actuaries and other representatives of such other party reasonable
access during normal business hours during the period prior to the Effective
Time to all its properties, books, contracts, commitments, personnel and records
and, during such period, each of FNF and the Company shall, and shall cause each
of its respective subsidiaries to, furnish as promptly as practicable to the
other party such information concerning its business, properties, financial
condition, operations and personnel as such other party may from time to time
reasonably request.

          SECTION 5.5. Reasonable Best Efforts. Upon the terms and subject to
the conditions and other agreements set forth in this Agreement, each of the
parties agrees to use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other party in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other transactions contemplated by this Agreement.


                                      -29-

<PAGE>

          SECTION 5.6. Public Announcements. The Company, on the one hand, and
FNF, on the other hand, shall consult with each other before issuing, and
provide each other the opportunity to review and comment upon, any press release
or other public statements with respect to the transactions contemplated by this
Agreement, including the Merger, and shall not issue any such press release or
make any such public statement prior to such consultation, except as may be
required by applicable law, court process or by obligations pursuant to any
listing agreement with any national securities exchange (in which case the party
subject to such obligations shall advise the other party of such requirement).

          SECTION 5.7. Acquisition Proposals. The Company shall not, nor shall
it permit any of its subsidiaries to, nor shall it authorize or permit any
officer, director or employee of, or any investment banker, attorney or other
advisor, representative or agent of, the Company or any Company Subsidiary to,
directly or indirectly, (i) solicit, initiate or encourage the submission of any
Company Acquisition Proposal (as defined below), or take any other action to
knowingly facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Company Acquisition
Proposal or (ii) participate in or continue any discussions or negotiations
regarding, or furnish to any person any non-public information with respect to,
any Company Acquisition Proposal. Notwithstanding the foregoing, prior to the
time, but not after, the requisite vote of the Company Stockholders is obtained,
if the Board of Directors of the Company determines in good faith, following
consultation with outside counsel, that such action is required in order for
such directors to comply with their fiduciary duties under applicable law, the
Company, any Company Subsidiary or any officer, director or employee of, or any
investment banker, attorney or other advisor, representative or agent of, the
Company or any Company Subsidiary may, following the receipt of an unsolicited
Company Acquisition Proposal by the Company, participate in negotiations
regarding such Company Acquisition Proposal or furnish information regarding the
Company and its business pursuant to an appropriate confidentiality agreement to
the person making such Company Acquisition Proposal. Notwithstanding anything in
this Agreement to the contrary, the Company shall promptly advise FNF orally and
in writing of the receipt by it (or any of the other entities or persons
referred to above) after the date hereof of any Company Acquisition Proposal, or
any inquiry which could lead to any Company Acquisition Proposal, the material
terms and conditions of such Company Acquisition Proposal or inquiry, and the
identity of the person making any such Company Acquisition Proposal or inquiry.
The Company shall keep FNF fully informed of the status and details of any such
Company Acquisition Proposal or inquiry. For purposes of this Agreement,
"Company Acquisition Proposal" means any proposal or offer for a merger,
consolidation or other business combination involving the Company or any Company
Subsidiary or any proposal or offer to acquire or cause to be acquired in any
manner, directly or indirectly, all or substantially all of the business, assets
or capital stock of the Company, other than the transactions contemplated by
this Agreement.

          SECTION 5.8. Fiduciary Duties.

          (a) Notwithstanding anything herein to the contrary, (i) prior to the
     Company Shareholder Approval, but not after, the Board of Directors of the
     Company may withdraw or modify its recommendation, or propose to do so,
     with respect to the Merger in a manner adverse to FNF if the Board of
     Directors of the Company concludes in good faith, after consultation with
     its independent financial advisor and outside legal counsel,


                                      -30-

<PAGE>

     that the withdrawal or modification of such recommendation is required in
     order for the Board of Directors of the Company to comply with its
     fiduciary duties under applicable law (it being understood that publicly
     taking a neutral position or no position with respect to a Company
     Acquisition Proposal at any time beyond ten business days after the first
     public announcement of such a proposal shall be considered an adverse
     modification) and (ii) prior to the FNF Stockholder Approval, but not
     after, the Board of Directors of FNF may withdraw or modify its
     recommendation, or propose to do so, with respect to the Merger in a manner
     adverse to the Company if the Board of Directors of FNF concludes in good
     faith, after consultation with its independent financial advisor and
     outside legal counsel, that the withdrawal or modification of such
     recommendation is required in order for the Board of Directors of FNF to
     comply with its fiduciary duties under applicable law. No change of
     recommendation may be made by the Company until at least 48 hours following
     FNF's receipt of notice from the Company that the Board of Directors of the
     Company intends to change its recommendation and the basis therefor,
     including all necessary information under Section 5.7. In determining
     whether to make a change of recommendation in response to a Company
     Acquisition Proposal or otherwise, the Company Board of Directors shall
     take into account any changes to the terms of this Agreement proposed by
     FNF and any other information provided by FNF in response to such notice.
     Any material amendment to any Company Acquisition Proposal will be deemed
     to be a new Company Acquisition Proposal for purposes of this Section
     5.8(a), including with respect to the notice period referred to in this
     Section 5.8(a).

          (b) Nothing contained in this Agreement shall prohibit FNF from taking
     and disclosing to its stockholders a position contemplated by Rule 14e-2(a)
     promulgated under the Exchange Act or from making any disclosure to FNF's
     stockholders which, in the good faith reasonable judgment of the Board of
     Directors of FNF based on the advice of counsel, is required under
     applicable law; provided that FNF does not withdraw or modify, or propose
     to withdraw or modify, its position with respect to this Agreement or the
     Merger other than as set forth in Section 5.8(a). Notwithstanding anything
     contained in this Agreement to the contrary, any action by the Board of
     Directors of FNF permitted by this Section 5.8 shall not constitute a
     breach of this Agreement by FNF.

          (c) Nothing contained in this Agreement shall prohibit the Company
     from taking and disclosing to its shareholders a position contemplated by
     Rule 14e-2(a) promulgated under the Exchange Act or from making any
     disclosure to the Company's shareholders which, in the good faith
     reasonable judgment of the Board of Directors of the Company based on the
     advice of counsel, is required under applicable law; provided that the
     Company does not withdraw or modify, or propose to withdraw or modify, its
     position with respect to any of the Company Vote Items other than as set
     forth in Section 5.8(a). Notwithstanding anything contained in this
     Agreement to the contrary, any action by the Board of Directors of the
     Company permitted by this Section 5.8 shall not constitute a breach of this
     Agreement by the Company.

          SECTION 5.9. Consents, Approvals and Filings. (i) FNF and the Company
shall make and cause their respective subsidiaries to make all necessary
filings, as soon as practicable, including those required under the HSR Act, the
Securities Act, the Exchange Act, state securities laws and state insurance laws
in order to facilitate prompt consummation of the


                                      -31-

<PAGE>

Merger and the other transactions contemplated by this Agreement. In addition,
FNF and the Company shall each use their reasonable best efforts, and shall
cooperate fully with each other (i) to comply as promptly as practicable with
all governmental requirements applicable to the Merger and the other
transactions contemplated by this Agreement and (ii) to obtain as promptly as
practicable all necessary permits, orders or other consents, approvals or
authorizations of Governmental Entities and consents or waivers of all third
parties necessary or advisable for the consummation of the Merger and the other
transactions contemplated by this Agreement. Each of FNF and the Company shall
use its reasonable best efforts to provide such information and communications
to Governmental Entities as such Governmental Entities may reasonably request.

          (ii) Each of the parties shall provide to the other party copies of
all applications in advance of filing or submission of such applications to
Governmental Entities in connection with this Agreement.

          (iii) Subject to applicable law and the instructions of any
Governmental Entity, FNF and the Company each shall keep the other apprised of
the status of matters relating to completion of the transactions contemplated
hereby, including promptly furnishing the other with copies of notices or other
communications received by FNF or the Company, as the case may be, or any of
their respective subsidiaries, from any third party or any Governmental Entity
with respect to such transactions. Without limiting the generality of the
foregoing, FNF shall keep the Company informed to the fullest extent practicable
of all developments concerning the IRS private letter ruling referred to in
Section 6.2(c) and 6.3(c) and shall provide the Company with reasonable
opportunity to review and comment on all submissions to the IRS in connection
therewith prior to such submission (except to the extent that providing such
opportunity is not reasonably practicable, in which case FNF shall provide the
Company with a copy of such submission as soon as practicable following such
submission). The Company shall give prompt notice to FNF of any change, fact or
condition that is reasonably likely to result in a Company Material Adverse
Effect or of any failure of any condition to FNF's obligations to effect the
Merger, and FNF shall give prompt notice to the Company of any change, fact or
condition that is reasonably likely to result in a FNF Material Adverse Effect
or of any failure of any condition to the Company's obligations to effect the
Merger.

          SECTION 5.10. Spin-Off. FNF and the Company shall not, and shall cause
their respective subsidiaries not to, take or cause to be taken any action that
would be likely to disqualify the Spin-off as a tax-free spin-off within the
meaning of Section 355 of the Code.

          SECTION 5.11. Affiliates and Certain Stockholders. Prior to the
Closing Date, FNF shall deliver to the Company a letter identifying all persons
who are, at the time the Merger is submitted for adoption by the stockholders of
FNF, "affiliates" of FNF for purposes of Rule 145 under the Securities Act. FNF
shall use its reasonable best efforts to cause each such person to deliver to
the Company on or prior to the Closing Date a written agreement substantially in
the form attached as Exhibit C hereto. The Company shall not be required to
maintain the effectiveness of the Form S-4 for the purposes of resale of Company
Common Stock by such affiliates and the certificates representing Company Common
Stock received by such affiliates in the Merger shall bear a customary legend
regarding applicable Securities Act restrictions and the provisions of this
Section 5.11.


                                      -32-

<PAGE>

          SECTION 5.12. NYSE Listing. The Company shall use its reasonable best
efforts to cause the Company Common Stock to continue to be listed on the NYSE
through the Effective Time and to cause the shares of Company Common Stock to be
issued in the Merger and the other transactions contemplated by this Agreement
to be approved for listing on the NYSE, subject to official notice of issuance,
as promptly as practicable after the date hereof and in any event prior to the
Effective Time.

          SECTION 5.13. Stockholder Litigation. The Company shall give FNF, and
FNF shall give the Company, the opportunity to participate in the defense or
settlement of any stockholder litigation against the Company or FNF, as
applicable, and its directors relating to the transactions contemplated by this
Agreement; provided, however, that no such settlement shall be agreed to without
the consent of the other party, which consent shall not be unreasonably
withheld.

          SECTION 5.14. Action Relating to Stock Option Plans. As soon as
practicable following the date of this Agreement, the Boards of Directors of FNF
and the Company (or, any authorized committees thereof) shall adopt such
resolutions or take such actions, if any, as may be required to adjust the terms
of all outstanding FNF Stock Options in accordance with Section 2.2, all FNF
restricted stock in accordance with Section 2.1(d) and all options to purchase
Company Common Stock in accordance with Section 5.2 and shall make such other
changes to the FNF Stock Option Plans as it deems appropriate to give effect to
the Merger and the terms hereof.

          SECTION 5.15. Section 16 Matters. Each of FNF and the Company and
their respective boards of directors (and any subcommittees thereof) shall adopt
such resolutions as are necessary for purposes of Rule 16b-3 under the Exchange
Act to specifically approve (i) the disposition in the Merger of shares of FNF
Common Stock and "derivative securities" (as defined in Rule 16a-1(c) under the
Exchange Act) relating thereto, and (ii) the acquisition in the Merger of
Company Common Stock and derivative securities relating thereto, in each case by
each officer or director of FNF or the Company who is subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to FNF or the
Company, as the case may be.

          SECTION 5.16. Related Party Agreements. At or prior to the Closing:

               (i) The Company and FNF shall, and the Company shall cause each
          Company Subsidiary that is party to any of the agreements listed on
          Section 5.16 of the Disclosure Schedule (the "Related Party
          Agreements") to, enter into the amendments or terminations to the
          Related Party Agreements described in Section 5.16 of the Disclosure
          Schedule, which amendments or terminations shall be effective at or
          prior to the Closing.

               (ii) The Company shall, and FNF shall cause FNT to, enter into a
          cross-indemnity agreement as of the time of the Spin-off in the form
          attached hereto as Exhibit D (the "Cross-Indemnity Agreement").


                                      -33-

<PAGE>

               (iii) The Company and FNF shall, and FNF shall cause FNT to,
          enter into a tax disaffiliation agreement as of the time of the
          Spin-off in the form attached hereto as Exhibit E (the "Tax
          Disaffiliation Agreement").

          SECTION 5.17. Company Common Stock Buy-Backs. If, after giving effect
to actual or anticipated or projected exercises of outstanding options to
purchase shares of Company Common Stock after the date hereof and prior to the
Effective Time, the Merger Consideration would not constitute more than 50% of
the shares of Company Common Stock outstanding immediately after the Effective
Time, the Company shall, if and to the extent directed by FNF, repurchase such
number of shares of Company Common Stock as shall be reasonably adequate to
cause the Merger Consideration to constitute more than 50% of the shares of
Company Common Stock outstanding immediately after the Effective Time; provided
that the Company shall not be required to effect any such repurchase if such
repurchase would constitute or result in a violation of applicable law,
including Regulation M under the Exchange Act.

          SECTION 5.18. Taxation. Neither FNF nor the Company shall take or
cause to be taken any action, whether before or after the Effective Time, that
would be likely to disqualify the Merger as a "reorganization" within the
meaning of Section 368(a) of the Code.

          SECTION 5.19. Takeover Statutes. If any "fair price," "moratorium,"
"control share acquisition" or other state takeover statute or similar statute
or regulation is or may become applicable to the Merger or the other
transactions contemplated by this Agreement, each of FNF and the Company and its
respective board of directors shall grant such approvals and take such actions
as are necessary so that such transactions may be consummated as promptly as
practicable on the terms contemplated by this Agreement and otherwise act to
eliminate or minimize the effects of such statute or regulation on such
transactions.

          SECTION 5.20. Employee Benefits. The Company agrees to (i) provide
coverage for FNF employees who become employees of the Company under its
medical, dental and health plans as of the Effective Time, (ii) waive any
preexisting conditions, waiting periods and actively at work requirements under
such plans, and (iii) cause such plans to honor any expenses incurred by the
employees and their beneficiaries under similar plans of FNF during the portion
of the calendar year in which the Effective Time occurs for purposes of
satisfying applicable deductible, co-insurance and maximum out-of-pocket
expenses. The Company will cause any Company Benefit Plans (and any other
employee benefit plans established by the Company after the date hereof) in
which the employees of FNF are eligible to participate after the Effective Time
to take into account for purposes of eligibility, vesting and benefit accrual
thereunder (but, in respect of benefit accrual, only to the extent it would not
result in a duplication of benefits for the same period of service), service
with FNF and its Subsidiaries as if such service were with the Company, to the
same extent such service was credited under a comparable plan of FNF prior to
the Effective Time. With respect to all Benefit Plans that are sponsored by FNF
and constitute employee benefit plans within the meaning of Section 3(3) of
ERISA, including the Fidelity National Financial Group 401(k) Profit Sharing
Plan, FNF shall, to the extent any such plan is not terminated (and all assets
distributed and all liabilities satisfied) prior to the Effective Time, cause
the sponsorship of such plans to be transferred to FNT prior to the Effective
Time, together with all insurance policies, bonds, and trust, services and other
agreements relating to such plans; provided, however, that FNT and FIS shall be
entitled to the


                                      -34-

<PAGE>

rights and benefits under such insurance policies, bonds, trusts to the extent
reasonably attributable to their respective businesses prior to the Effective
Time, as mutually agreed by such companies.

          SECTION 5.21. Certegy Stock Incentive Plan Amendment. Prior to the
Effective Time, the Company shall (i) amend and restate the Certegy Inc. Stock
Incentive Plan (as amended and restated through the date thereof) to increase
the total number of shares available under such plan by an additional 4,000,000
shares (the "Company Incentive Plan Amendment"), and (ii) submit such amended
and restated plan to the Company's shareholders for approval at the Company
Shareholders Meeting. The Company shall use its reasonable best efforts to
obtain any required consent or waiver of each holder of outstanding, unvested
options issued under the Company Incentive Plan so that the transactions
contemplated hereby shall not constitute a "change of control" within the
meaning of the Company Incentive Plan with respect to such holder.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

          SECTION 6.1. Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

          (a) Stockholder Approval. This Agreement shall have been adopted by
     the requisite vote of the stockholders of FNF in accordance with applicable
     law and the FNF Charter and FNF By-laws and the approval of the issuance of
     Company Common Stock in the Merger shall have been approved by the
     requisite vote of the shareholders of the Company in accordance with the
     rules of the NYSE.

          (b) Governmental and Regulatory Consents. All filings required to be
     made prior to the Effective Time with, and all consents, approvals, permits
     and authorizations required to be obtained prior to the Effective Time
     from, Governmental Entities, including those set forth in Sections 3.1(c)
     of the FNF Disclosure Schedule and 3.2(c) of the Company Disclosure
     Schedule, in connection with the execution and delivery of this Agreement
     and the consummation of the transactions contemplated hereby by FNF and the
     Company shall have been made or obtained (as the case may be), and such
     consents, approvals, permits and authorizations shall be subject to no
     conditions other than conditions that would not reasonably be expected to
     have a Company Material Adverse Effect.

          (c) HSR Act. Any waiting period (and any extension thereof) applicable
     to the Merger under the HSR Act shall have been terminated or shall have
     otherwise expired.

          (d) No Injunctions or Restraints. No temporary restraining order,
     preliminary or permanent injunction or other order issued by any
     Governmental Entity of competent jurisdiction or other legal restraint or
     prohibition preventing the consummation of the Merger or any of the other
     transactions contemplated hereby shall be in effect and no


                                      -35-

<PAGE>

     Governmental Entity of competent jurisdiction shall have enacted, issued,
     promulgated, enforced or entered any law deemed applicable to the Merger or
     any of the other transactions contemplated hereby individually or in the
     aggregate resulting in, or that is reasonably likely to result in, any of
     the foregoing; provided, however, that the party invoking this condition
     shall have used reasonable efforts to have any such order or injunction
     vacated.

          (e) Form S-4. The Form S-4 shall have become effective under the
     Securities Act and shall not be the subject of any stop order and no
     proceedings for that purpose shall have been initiated or threatened by the
     SEC.

          (f) NYSE Listing. The shares of Company Common Stock issuable to FNF
     stockholders pursuant to this Agreement shall have been authorized for
     listing on the NYSE upon official notice of issuance.

          (g) Third-Party Consents. All consents and waivers of third parties to
     the consummation of the Merger and the other transactions contemplated
     hereby shall have been obtained, other than those which, if not obtained,
     individually or in the aggregate, would not reasonably be expected to have
     a Company Material Adverse Effect.

          (h) Spin-Off. The Spin-off shall have occurred in accordance with the
     terms of the Spin-off Agreements.

          (i) Related Party Agreements. The amendments or terminations of the
     Related Party Agreements set forth in Section 5.16 of the Disclosure
     Schedule shall have been entered into by the parties thereto.

          SECTION 6.2. Conditions to Obligations of Company. The obligations of
the Company to effect the Merger are further subject to the following
conditions:

          (a) Representations and Warranties. The representations and warranties
     of FNF set forth in Section 3.1(p) shall be true and correct. The other
     representations and warranties of FNF set forth in this Agreement shall be
     true and correct as of the date of this Agreement (except to the extent
     such representations and warranties speak as of an earlier date) and as of
     the Closing Date as though made on and as of the Closing Date, subject to
     such exceptions as do not have and would not reasonably be expected to
     have, individually or in the aggregate, a Company Material Adverse Effect
     after giving effect to the Merger. The Company shall have received a
     certificate dated as of the Closing Date and signed on behalf of FNF by an
     executive officer of FNF to the effect set forth in this Section 6.2(a).

          (b) Performance of Obligations of FNF. FNF shall have performed in all
     material respects all obligations required to be performed by it under this
     Agreement at or prior to the Closing Date, and the Company shall have
     received a certificate signed on behalf of FNF by an executive officer of
     FNF to such effect.

          (c) Tax Matters.


                                      -36-

<PAGE>

               (i) The Company shall have received an opinion of its special tax
          advisor, Weil, Gotshal & Manges LLP, in substance and form
          satisfactory to the Company, dated the Closing Date, or FNF shall have
          received a private letter ruling, in substance and form satisfactory
          to the Company, to the effect that the Merger will be treated for
          federal income tax purposes as a reorganization within the meaning of
          Section 368(a) of the Code, and that each of FNF and the Company will
          be a party to the reorganization within the meaning of Section 368(b)
          of the Code. In rendering any such opinion, such counsel shall be
          entitled to rely upon customary assumptions and certificates of
          officers of FNF and the Company delivered to such counsel in
          connection with such opinion substantially in the form of Exhibits F
          and G hereto.

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

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

          SECTION 6.3. Conditions to Obligation of FNF. The obligation of FNF to
effect the Merger is further subject to the following conditions:

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


                                      -37-

<PAGE>

          (b) Performance of Obligations of the Company. The Company shall have
     performed in all material respects all obligations required to be performed
     by it under this Agreement at or prior to the Closing Date, and FNF shall
     have received a certificate signed on behalf of the Company by an executive
     officer of the Company to such effect.

          (c) Tax Matters. FNF shall have received an opinion of its special tax
     advisor, Deloitte Tax LLP, in substance and form satisfactory to FNF, dated
     the Closing Date, or FNF shall have received a private letter ruling, in
     substance and form satisfactory to FNF, to the effect that the Merger will
     be treated for federal income tax purposes as a reorganization within the
     meaning of Section 368(a) of the Code, and that each of FNF and the Company
     will be a party to the reorganization within the meaning of Section 368(b)
     of the Code. In rendering any such opinion, such tax advisor shall be
     entitled to rely upon customary assumptions and certificates of officers of
     FNF and the Company delivered to such counsel in connection with such
     opinion substantially in the form of Exhibits F and G hereto.

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

                                   ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

          SECTION 7.1. Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, whether before
or after approval of matters presented in connection with the Merger by the
stockholders of the Company and FNF:

          (a) by mutual written consent of the Company and FNF, as authorized by
     action of the Company Special Committee and the FNF Special Committee,
     respectively;

          (b) by either the Company or FNF:

               (i) if, upon a vote at a duly held Company Shareholders Meeting
          or FNF Stockholders Meeting or any adjournment or postponement
          thereof, any required approval of the stockholders of the Company or
          FNF, as the case may be, shall not have been obtained;

               (ii) if the Securities Exchange Agreement shall have been
          terminated;

               (iii) if the Merger shall not have been consummated on or before
          December 31, 2006 (the "Termination Date"); or

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


                                      -38-

<PAGE>

          (c) by the Company:

               (i) if the FNF Special Committee shall have withdrawn, qualified
          or modified in any material respect its approval of this Agreement or
          its recommendation to the FNF stockholders in a manner adverse to the
          Company; or

               (ii) if there has been a breach of any representation, warranty,
          covenant or agreement made by FNF in this Agreement, or any such
          representation and warranty shall have become untrue or incorrect
          after the execution of this Agreement, such that Section 6.2(a) or
          6.2(b) would not be satisfied and such breach or failure to be true or
          correct is not curable by the Termination Date; or

          (d) by FNF:

               (i) if the Company Special Committee shall have withdrawn,
          qualified or modified in any material respect its approval of this
          Agreement or its recommendation to the Company shareholders in a
          manner adverse to FNF; or

               (ii) if there has been a breach of any representation, warranty,
          covenant or agreement made by the Company in this Agreement, or any
          such representation and warranty shall have become untrue or incorrect
          after the execution of this Agreement, such that Section 6.3(a) or
          6.3(b) would not be satisfied and such breach or failure to be true or
          correct is not curable by the Termination Date.

The right to terminate this Agreement pursuant to Section 7.1(b)(iii) shall not
be available to any party that has breached in any material respect its
obligations under this Agreement in any manner that shall have proximately
contributed to the occurrence of the failure of a condition to the consummation
of the Merger.

          SECTION 7.2. Effect of Termination. In the event of termination of
this Agreement and the abandonment of the Merger by either the Company or FNF as
provided in Section 7.1, this Agreement shall forthwith become void and have no
effect, without any liability or obligation on the part of FNF or the Company,
other than as set forth in this Section 7.2 and Article VIII, which shall
survive such termination. Nothing contained in this section shall relieve any
party from any liability or damages resulting from any willful and material
breach of any of its representations, warranties, covenants or agreements set
forth in this Agreement.

          SECTION 7.3. Amendment. Subject to applicable law, at any time prior
to the Effective Time, the parties hereto may amend, modify or supplement this
Agreement; provided, however, that after approval of the Merger by the
stockholders of a party, no amendment shall be made that by law requires the
approval of such stockholders without the approval of such stockholders. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties, as authorized by action of the board of directors of the
respective parties following approval of the FNF Special Committee or Company
Special Committee, as applicable.


                                      -39-

<PAGE>

          SECTION 7.4. Consent; Extension; Waiver. At any time prior to the
Effective Time, each party may (a) extend the time for the performance of any of
the obligations or other acts of the other party, (b) waive any inaccuracies in
the representations and warranties of the other party contained in this
Agreement or in any document delivered pursuant to this Agreement or (c) subject
to Section 7.3, waive compliance with any of the agreements of the other party
contained in this Agreement. The conditions to each of the parties' obligations
to consummate the Merger are for the sole benefit of such party and may be
waived by such party in whole or in part to the extent permitted by applicable
law. Any agreement on the part of a party to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed on behalf of such
party. The failure of any party to this Agreement to assert any of its rights
under this Agreement or otherwise shall not constitute a waiver of such rights.
Notwithstanding anything in this Agreement to the contrary, any right of FNF or
the Company to waive conditions or extend time periods under this Agreement
shall be valid only if authorized in writing by the FNF Special Committee or the
Company Special Committee, as applicable.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

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

          SECTION 8.2. Fees, Expenses and Transfer Taxes. Whether or not the
Merger shall be consummated, each party hereto shall pay its own fees and
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby, except
that expenses incurred in connection with the filing fee for the Form S-4 and
printing and mailing the Proxy Statement and the Form S-4 shall be shared
equally by the Company and FNF and satisfied prior to the Effective Time. All
transfer, documentary, sales, use, stamp, registration and other such taxes and
fees (including penalties and interest) incurred in connection with the Merger
shall be paid by the Company when due.

          SECTION 8.3. Definitions. For purposes of this Agreement:

               (i) an "affiliate" of any person means another person that
          directly or indirectly, through one or more intermediaries, controls,
          is controlled by, or is under common control with, such first person;

               (ii) "Excluded FNF Liabilities" means (i) all Liabilities of FNF
          to the extent the Company or any Company Subsidiary has, as of or
          prior to the Closing, agreed in writing to be responsible therefor,
          (ii) all Liabilities to the extent arising out of or related to the
          ownership or operation of the assets or properties, and the operations
          or conduct of the business, of the Company or any Company Subsidiary,
          to the extent the Company or any Company Subsidiary has, as of or
          prior to the Closing, agreed to be responsible therefor and (iii) all
          guaranties or other similar contractual Liabilities of FNF in respect
          of a primary liability or


                                      -40-

<PAGE>

          obligation of the Company or any Company Subsidiary. For the avoidance
          of doubt, Excluded FNF Liabilities shall not include any Liabilities
          of FNF, whether due or to become due, for any out-of-pocket expenses
          (including all fees and disbursements of financial advisors, legal
          counsel and other advisors and consultants to FNF and the special
          committee of the board of directors of FNF) incurred in connection
          with the Asset Contribution (as defined in the Securities Exchange
          Agreement), the Spin-off, the Merger and the other transactions
          contemplated by this Agreement.

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

               (iv) "person" means an individual, corporation, partnership,
          joint venture, association, trust, unincorporated organization or
          other entity;

               (v) a "subsidiary" of any person means another person 50% or more
          of the total combined voting power of all classes of capital stock or
          other voting interests of which, or 50% of more of the equity
          securities of which, is owned directly or indirectly by such first
          person;

               (vi) the "transactions contemplated by this Agreement" and
          "transactions contemplated hereby" shall include the Merger but not
          the Spin-off and the execution, delivery and performance by the
          parties thereto of the Spin-off Agreements; and

               (vii) the following terms have the meaning set forth in the
          Section set forth below:

<TABLE>
<CAPTION>
TERM                                                                     SECTION
----                                                                    --------
<S>                                                                     <C>
Agreement............................................................   Preamble
Assumed Option.......................................................     2.2(a)
Assumed Restricted Share.............................................     2.1(d)
Assumption Agreement.................................................     3.1(p)
Benefit Plans........................................................     3.1(g)
business day.........................................................        1.2
Certificate of Incorporation.........................................        1.5
Closing..............................................................        1.2
Closing Date.........................................................        1.2
Code.................................................................   Recitals
Company..............................................................   Preamble
Company Acquisition Proposal.........................................     5.7(b)
Company Benefit Plans................................................     3.2(g)
Company By-laws......................................................     1.5(b)
Company Charter......................................................     1.5(a)
</TABLE>


                                      -41-

<PAGE>

<TABLE>
<S>                                                                     <C>
Company Common Stock.................................................     2.1(b)
Company Commonly Controlled Entity...................................     3.2(g)
Company Disclosure Schedule..........................................     3.2(b)
Company Incentive Plan Amendment.....................................       5.21
Company Material Adverse Effect......................................     3.2(a)
Company SEC Documents................................................     3.2(d)
Company Special Committee............................................   Recitals
Company Stock Plans..................................................     3.2(b)
Company Shareholder Approval.........................................     3.2(c)
Company Shareholders Meeting.........................................        5.3
Company Subsidiary...................................................     3.2(a)
Conversion Number....................................................     2.1(b)
Cross-Indemnity Agreement............................................       5.16
Delaware Certificate of Merger.......................................        1.3
Delaware Secretary of State..........................................        1.3
DGCL.................................................................   Recitals
Effective Time.......................................................        1.3
ERISA................................................................     3.1(g)
Excess Shares........................................................     2.3(f)
Exchange Act.........................................................     3.1(c)
Exchange Agent.......................................................     2.3(a)
Exchange Fund........................................................     2.3(a)
Executive Officers...................................................     3.1(e)
Filed Company SEC Documents..........................................     3.2(e)
Filed FNF SEC Documents..............................................     3.1(e)
FNF..................................................................   Preamble
FNF Acquisition Proposal.............................................     5.7(a)
FNF By-laws..........................................................     3.1(a)
FNF Charter..........................................................     3.1(a)
FNF Common Stock.....................................................   Recitals
FNF Disclosure Schedule..............................................     2.2(a)
FNF Material Adverse Effect..........................................     3.1(a)
FNF Restricted Share.................................................     2.1(d)
FNF SEC Documents....................................................     3.1(d)
FNF Special Committee................................................   Recitals
FNF Stockholders Meeting.............................................        5.3
FNF Stock Option.....................................................     2.2(a)
FNF Stock Option Plans...............................................     2.2(a)
FNT..................................................................   Recitals
Form S-4.............................................................     3.1(q)
GBCC.................................................................   Recitals
Georgia Certificate of Merger........................................        1.3
Georgia Secretary of State...........................................        1.3
IRS..................................................................     3.1(h)
Proxy Statement......................................................     3.1(q)
Merger...............................................................   Recitals
</TABLE>


                                      -42-

<PAGE>

<TABLE>
<S>                                                                     <C>
Merger Consideration.................................................     2.1(b)
NYSE.................................................................     2.3(f)
Option Exchange Number...............................................     2.2(a)
Pension Plan.........................................................     3.1(g)
Permits..............................................................     3.1(k)
Related Party Agreements.............................................       5.17
Securities Act.......................................................     3.1(d)
Securities Exchange Agreement........................................   Recitals
Spin-off.............................................................   Recitals
Spin-off Agreements..................................................   Recitals
Stock Consideration..................................................     2.1(b)
Surviving Company....................................................        1.1
Tax Disaffiliation Agreement.........................................       5.16
Termination Date.....................................................     7.1(b)
Welfare Plan.........................................................     3.1(g)
</TABLE>


                                      -43-
<PAGE>

          SECTION 8.4. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally or sent by overnight courier (providing proof of
delivery) or by facsimile to the parties at the following addresses or facsimile
number (or at such other address for a party as shall be specified by like
notice):

          (i)  if to the Company, to

          Fidelity National Information Services, Inc.
          601 Riverside Avenue
          Jacksonville, FL 32204
          Fax: (904) 357-1005
          Attention: General Counsel

          and, if prior to Closing, with a copy to:

          Weil, Gotshal & Manges LLP
          100 Federal Street
          Boston, MA 02110
          Fax: (617) 772-8333
          Attention: James Westra
                     Marilyn French

          (ii) if to FNF, to

          Fidelity National Financial, Inc.
          601 Riverside Avenue
          Jacksonville, FL 32204
          Fax: (904) 357-1005
          Attention: General Counsel

          and, if prior to Closing, with a copy to:

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

          and, if prior to Closing, with a copy to:

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


                                      -44-

<PAGE>

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

          SECTION 8.5. Interpretation. When a reference is made in this
Agreement to a Section, Exhibit or Schedule, such reference shall be to a
Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated. Any fact or item disclosed on any section of the FNF Disclosure
Schedule or the Company Disclosure Schedule shall be deemed disclosed on all
other sections of the Disclosure Schedule to which such fact or item may apply.
Disclosure of any item in the FNF Disclosure Schedule or the Company Disclosure
Schedule shall not be deemed an admission that such item represents a material
item, fact, exception of fact, event or circumstance or that occurrence or
non-occurrence of any change or effect related to such item would result in an
FNF Material Adverse Effect or Company Material Adverse Effect, as applicable.
The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation".

          SECTION 8.6. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

          SECTION 8.7. Entire Agreement; Third-Party Beneficiaries. This
Agreement (including the FNF Disclosure Schedule and the Company Disclosure
Schedule) and the other agreements referred to herein constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter of this
Agreement. This Agreement is not intended to confer upon any person other than
the parties hereto any rights or remedies. The representations and warranties in
this Agreement are the product of negotiations among the parties hereto and are
for the sole benefit of the parties hereto. Any inaccuracies in such
representations and warranties are subject to waiver by the parties hereto in
accordance with this Agreement without notice or liability to any other person.
In some instances, the representations and warranties in this Agreement may
represent an allocation among the parties hereto of risks associated with
particular matters regardless of the knowledge of any of the parties hereto.
Consequently, persons other than the parties hereto may not rely upon the
representations and warranties in this Agreement as characterizations of actual
facts or circumstances as of the date of this Agreement or as of any other date.

          SECTION 8.8. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation


                                      -45-

<PAGE>

of law or otherwise (other than by operation of law in a merger) by any of the
parties without the prior written consent of the other party, and any such
assignment that is not consented to shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.

          SECTION 8.9. Governing Law. This Agreement deemed to be made and in
all respects shall be governed by, and interpreted and construed in accordance
with, the laws of the State of New York without regard to the conflict of law
principles thereof (other than those provisions set forth herein that are
required to be governed by the DGCL or the GBCC).

          SECTION 8.10. Enforcement; Venue; Waiver of Jury Trial.

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

          (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.10.

          SECTION 8.11. Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any


                                      -46-

<PAGE>

jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.


                                      -47-

<PAGE>

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

                                        FIDELITY NATIONAL INFORMATION
                                        SERVICES, INC.


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


                                        FIDELITY NATIONAL FINANCIAL, INC.

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


                                      -48-
</TEXT>
</DOCUMENT>
