SUBORDINATED NOTE DUE 2013

Exhibit 10.1

SUBORDINATED NOTE DUE 2013

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS NOTE CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS IT IS REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE COMPANY IS FURNISHED WITH AN ACCEPTABLE OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND EXCEPT IN COMPLIANCE WITH STATE SECURITIES LAWS.

Subordinated Note Due 2013

SECTION 1. General .

(a)          Fidelity National Financial, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay, subject to the further provisions hereof (including, without limitation, the subordination provisions set forth herein), to LandAmerica Financial Group, Inc., a Virginia corporation (the “Payee”), the aggregate principal amount of $50,000,000 on December 22, 2013 (the “Maturity Date"), subject to reduction pursuant to Section 2.8(d) or Section 9.4(b) of the Stock Purchase Agreement dated as of November 25, 2008, as amended and restated as of December 12, 2008, as further amended and restated as of December 21, 2008, among the Payee, Chicago Title Insurance Company and Fidelity National Title Insurance Company (the “SPA”).

(b)          The Company further agrees to pay, subject to the subordination provisions set forth herein, interest on the unpaid principal amount hereof from time to time from the date hereof at a rate per annum equal to the Applicable Rate, payable on December 22 of each year commencing 2009 and ending on the Maturity Date. Each date on which interest or principal on this Note is payable is herein referred to as a "Payment Date". Interest shall be calculated on the basis of the actual number of days elapsed over a year of 365 days. “Applicable Rate” shall mean 2.36%.

(c)          If any day that would otherwise be a Payment Date is not a Business Day, such Payment Date shall instead be the next succeeding Business Day. All payments shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts.

(d)          The Company may treat the last Person whom it had notice was the owner hereof as the owner hereof for all purposes, including the payment of principal and interest, and may require the surrender of this Note as a condition to the payment of the principal amount hereof.

SECTION 2. Payments .

All payments of principal and interest on this Note shall be made on the relevant Payment Date by wire transfer of immediately available funds to an account designated in writing by the

holder of this Note or in such other manner or at such other place as may be mutually agreed by the Company and the holder of this Note. The Company shall be entitled to deduct and withhold from any payment to the holder of this Note any amounts that are required to be deducted and withheld with respect thereto under any provision of state, local or foreign Tax law. To the extent that the amounts are so withheld, they shall be treated as having been paid to the holder of this Note.

SECTION 3. Prepayments .

The Company may, at its sole option, at any time prepay this Note, without penalty, in whole or in part, on one Business Day’s prior written notice to the holder hereof, at a prepayment price equal to the principal amount so to be prepaid, together with interest on the principal amount so prepaid to the date of such prepayment.

SECTION 4. Subordination .

(a)           Agreement To Subordinate . The Company agrees, and the holder of this Note by accepting this Note agrees, that the indebtedness and other obligations evidenced by this Note are subordinated in right of payment, to the extent and in the manner provided in this Section 4, to the prior payment in full of all Senior Debt and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt (the “Senior Debtholders”).

(b)           Liquidation, Dissolution, Bankruptcy . Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(i)           the Senior Debtholders shall be entitled to receive payment in full of the Senior Debt before the holder of this Note shall be entitled to receive any payment of principal of or interest on this Note; and

(ii)          until the Senior Debt of the Company is paid in full, any payment or distribution to which the holder of this Note would be entitled but for this Section 4 shall be made to the Senior Debtholders as their interests may appear, except that the holder of this Note may receive equity securities and any debt securities that are subordinated to the Senior Debt to at least the same extent as this Note.

(c)           Default on Senior Debt . The Company may not pay the principal of, premium (if any) or interest on this Note and may not repurchase, redeem or otherwise retire this Note (collectively, “pay the Note”) if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; provided , however , that the Company may pay the Note without regard to the foregoing if the Company receives written notice approving such payment from the representative of such Senior Debt with respect to which either of the events set forth in clause (i) or (ii) has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may

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be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Note for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company of written notice (a “Blockage Notice”) (a copy of which notice the Company shall promptly forward to the holder of this Note) of such default from the representative of such Designated Senior Debt or from the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Debt has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this clause (c)), unless the holders of such Designated Senior Debt or the representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Company may resume payments on the Note after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period.

(d)           When Distribution Must Be Paid Over . In the event that any payment by, or on behalf of, or distribution of the assets of, the Company of any kind or character, whether in cash, property or securities, and whether directly, by purchase, redemption or otherwise (but not including any payment or distribution that may be deemed to be made as the result of any reduction in the principal amount of this Note pursuant to Section 2.8(d) or Section 9.4(b) of the SPA), shall be received by or on behalf of the holder of this Note at a time when such payment is prohibited by the provisions of this Section 4, such payment or distribution shall be held by the holder of this Note in trust (segregated from other property of the holder of this Note) for the benefit of the Senior Debtholders, and shall forthwith be paid over directly to the Senior Debtholders or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Debt may have been issued, ratably according to he aggregate amounts remaining unpaid on account of the Senior Debt or represented by each of such instruments, to the extent necessary to make payment in full of all Senior Debt remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) by the Company or any guarantor of the Senior Debt or any other Person to or for the Senior Debtholders.

(e)           Proof of Claims . If the Company is subject to any proceeding under any Bankruptcy Law and the holder of this Note has not filed any proof of claim permitted to be filed in such proceeding with respect to this Note, then any representative of any Senior Debt may file such proof of claim no earlier than 30 days preceding the last day permitted to file such claim.

(f)            Subrogation: Relative Rights . After all Senior Debt is paid in full and until the Notes are paid in full, the holder of this Note shall be subrogated to the rights of holders of Senior Debt to receive payments or distrib