SEPARATION AGREEMENT BY AND BETWEEN FIDELITY NATIONAL FINANCIAL, INC. AND FIDELITY NATIONAL TITLE GROUP, INC

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Exhibit 10.1

EXECUTION DRAFT

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SEPARATION AGREEMENT

BY AND BETWEEN

FIDELITY NATIONAL FINANCIAL, INC.

AND

FIDELITY NATIONAL TITLE GROUP, INC.

DATED AS OF SEPTEMBER 27, 2005

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TABLE OF CONTENTS

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ARTICLE 1. DEFINITIONS.................................................. 1

Section 1.1. General.............................................. 1

Section 1.2. Interpretation....................................... 5

ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES....................... 6

Section 2.1. No Representations or Warranties..................... 6

ARTICLE 3. EXCHANGE OFFER............................................... 6

Section 3.1. Exchange Offer....................................... 6

ARTICLE 4. FINANCIAL INFORMATION........................................ 7

Section 4.1. Financial and Other Information...................... 7

ARTICLE 5. CORPORATE GOVERNANCE......................................... 12

Section 5.1. Corporate Governance Covenants....................... 12

Section 5.2. Stock Issuances...................................... 13

ARTICLE 6. ACCESS TO INFORMATION........................................ 13

Section 6.1. Restrictions on Disclosure of Information............ 13

Section 6.2. Legally Required Disclosure of Information........... 14

Section 6.3. Access to Information................................ 14

Section 6.4. Record Retention..................................... 15

Section 6.5. Production of Witnesses.............................. 15

Section 6.6. Reimbursement........................................ 15

Section 6.7. Other Agreements Regarding Access to Information..... 16

ARTICLE 7. ADDITIONAL COVENANTS......................................... 16

Section 7.1. Performance.......................................... 16

Section 7.2. Insurance Matters.................................... 16

ARTICLE 8. INDEMNIFICATION.............................................. 17

Section 8.1. Indemnification by FNT Group......................... 17

Section 8.2. Indemnification by FNF Group......................... 17

Section 8.3. Claim Procedure...................................... 18

Section 8.4. Contribution......................................... 20

Section 8.5. Limitations.......................................... 20

ARTICLE 9. MISCELLANEOUS................................................ 21

Section 9.1. Governing Law........................................ 21

Section 9.2. Jurisdiction......................................... 22

Section 9.3. Dispute Resolution................................... 22

Section 9.4. Notices.............................................. 24

Section 9.5. Binding Effect and Assignment........................ 24

Section 9.6. Severability......................................... 24

Section 9.7. Entire Agreement..................................... 25

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Section 9.8. Counterparts......................................... 25

Section 9.9. Expenses............................................. 25

Section 9.10. Amendment........................................... 25

Section 9.11. Waiver.............................................. 25

Section 9.12. Authority........................................... 25

Section 9.13. Construction of Agreement........................... 26

Section 9.14. Termination......................................... 27

Section 9.15. Limitation on Damages............................... 27

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SEPARATION AGREEMENT

This Separation Agreement (this "Agreement") is entered into as of

September 27, 2005, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware

corporation ("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware

corporation and a subsidiary of FNF ("FNT").

RECITALS

WHEREAS, the Board of Directors of FNF has determined that it is in the

best interests of FNF and its stockholders to contribute the stock of certain

FNF subsidiaries (the "Transferred Businesses") to FNT and distribute a minority

interest in the capital stock of FNT to the stockholders of FNF as a dividend

(the "Distribution"); and

WHEREAS, in connection with the foregoing and to set forth certain aspects

of their ongoing relationship after the Distribution, the parties and their

respective subsidiaries are entering into a number of agreements, including this

Agreement.

NOW, THEREFORE, in consideration of the premises, and of the

representations, warranties, covenants and agreements set forth herein, and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1. General.

As used in this Agreement, the following terms shall have the following

meanings (such meanings to be equally applicable to both the singular and plural

forms of the terms defined):

"Access" has the meaning set forth in Section 6.3.

"Action" means any demand, action, lawsuit, countersuit, arbitration,

inquiry, proceeding or investigation by or before any Governmental Authority or

any arbitration or mediation tribunal.

"Affiliate" means, with respect to any specified Person, a Person that

directly, or indirectly through one or more intermediaries, controls, is

controlled by, or is under common control with, such specified Person; provided,

however, that, for purposes of this Agreement, no member of either Group shall

be deemed to be an Affiliate of any member of the other Group. As used herein,

"control" means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of such entity, whether

through ownership of voting securities or other interests, by contract or

otherwise.

"Agreement" has the meaning given in the Preamble.

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"Ancillary Agreements" means each of the Corporate Services Agreements,

the Mirror Notes, the Tax Matters Agreement, the Employee Matters Agreement, the

Registration Rights Agreement, the Intellectual Property Cross License

Agreement, and each other agreement or instrument to be entered into in

connection with the Distribution, including any exhibits, schedules,

attachments, tables or other appendices thereto, and each other agreement and

other instrument contemplated herein or in any of the foregoing, all as may be

amended from time to time.

"Annual Financial Statements" has the meaning set forth in Section

4.1(a)(v).

"Arbitrator" has the meaning set forth in Section 9.3(c).

"Business Day" means any day, other than a Saturday or Sunday, or a day on

which banking institutions are authorized or required by law or regulation to

close in Jacksonville, Florida or New York, New York.

"Claim Notice" has the meaning set forth in Section 8.3(a).

"Claimed Amount" has the meaning set forth in Section 8.3(a).

"Class A Common Stock" and "Class B Common Stock" shall mean, respectively

the Class A Common Stock and Class B Common Stock, par value $.0001 per share,

of FNT.

"Code" has the meaning set forth in Section 5.2.

"Contract" means any contract, agreement, lease, license, sales order,

purchase order, instrument or other commitment that is binding on any Person or

any part of its property under applicable law.

"Controlling Party" has the meaning set forth in Section 8.3(d)(ii).

"Coordinated Reporting Period" has the meaning set forth in Section

4.1(a).

"Corporate Services Agreements" means the two Corporate Services

Agreements to be entered into between FNF and FNT, and the two Corporate

Services Agreements to be entered into between FIS and FNT, each as may be

amended from time to time.

"Cut-off Date" has the meaning set forth in Section 4.1(a).

"Damages" means all losses, claims, demands, damages, liabilities,

judgments, dues, penalties, assessments, fines (civil, criminal or

administrative), costs, obligations, liens, forfeitures, settlements, payments,

costs, fees or expenses (including reasonable attorneys' fees and expenses and

any other expenses reasonably incurred in connection with investigating,

prosecuting or defending a claim or Action), of any nature or kind, whether or

not the same would properly be reflected on a balance sheet.

"Disclosing Party" has the meaning set forth in Section 6.2.

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"Dispute" has the meaning set forth in Section 9.3(a).

"Distribution" has the meaning set forth in the Recitals.

"Distribution Date" means the date as of which the Distribution is

effected.

"Employee Matters Agreement" means that certain Employee Matters Agreement

entered into by and between FNF and FNT, as may be amended from time to time.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,

together with the rules and regulations promulgated thereunder.

"Financial Statements" means the Annual Financial Statements and Quarterly

Financial Statements collectively.

"FNF" has the meaning set forth in the preamble.

"FNF Annual Statements" has the meaning set forth in Section 4.1(b)(ii).

"FNF Business" means the businesses or operations of the FNF Group other

than the Transferred Businesses.

"FNF Debt Securities" has the meaning set forth in Section 3.1.

"FNF Group" means FNF, the FNF Subsidiaries and each Person that is an

Affiliate of FNF (other than any member of the FNT Group) immediately after the

Distribution Date, and each other Person that becomes an Affiliate of FNF after

the Distribution Date.

"FNF Indemnified Parties" has the meaning set forth in Section 8.1.

"FNF Public Filings" has the meaning set forth in Section 4.1(a)(x)

"FNF Subsidiaries" means all direct and indirect Subsidiaries of FNF.

"FNF's Auditors" has the meaning set forth in Section 4.1(b)(i).

"FNT" has the meaning given in the Preamble.

"FNT Group" means FNT, the FNT Subsidiaries and each Person that FNT

directly or indirectly controls immediately after the Distribution Date, and

each other Person that becomes an Affiliate of FNT after the Distribution Date.

"FNT Indemnified Parties" has the meaning set forth in Section 8.2.

"FNT Indemnitees" means FNT, each Affiliate of FNT and each of their

respective Representatives and each of the heirs, executors, successors and

assigns of any of the foregoing.

"FNT Public Filings" has the meaning set forth in Section 4.1(a)(vi).

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"FNT Subsidiaries" means all direct and indirect Subsidiaries of FNT.

"FNT Voting Stock" has the meaning set forth in Section 5.1.

"FNT's Auditors" has the meaning set forth in Section 4.1(b)(i).

"GAAP" means U.S. generally accepted accounting principles, consistently

applied.

"Governmental Authority" means any federal, state, local, foreign or

international court, government, department, commission, board, bureau or

agency, or any other regulatory, administrative or governmental authority,

including the NYSE.

"Group" means either the FNF Group or the FNT Group, as the context

requires.

"Indemnifiable Losses" mean all Damages suffered by an Indemnitee,

including any reasonable out-of-pocket fees, costs or expenses of enforcing any

indemnity hereunder; provided that "Indemnifiable Losses" shall not include any

such Damages caused by, resulting from or arising out of the gross negligence,

willful misconduct or fraud of such Indemnitee.

"Indemnified Party" has the meaning set forth in Section 8.3(a).

"Indemnifying Party" has the meaning set forth in Section 8.3(a).

"Indemnitee" means a Person who or which may seek indemnification under

this Agreement.

"Intellectual Property Cross License Agreement" means that certain

Intellectual Property Cross License Agreement entered into by and between FNF

and FNT, as may be amended from time to time.

"IRS" means the United States Internal Revenue Service.

"Mirror Notes" has the meaning set forth in Section 3.1.

"Non-controlling Party" has the meaning set forth in Section 8.3(d)(ii).

"NYSE" means the New York Stock Exchange, Inc.

"Owning Party" has the meaning set forth in Section 6.2.

"Person" means an individual, a partnership, a corporation, a limited

liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any

department, agency, or political subdivision thereof.

"Possessor" has the meaning set forth in Section 6.3.

"Quarterly Financial Statements" has the meaning set forth in Section

4.1(a)(iv).

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"Registration Rights Agreement" means the Registration Rights Agreement to

be entered into between FNF and FNT prior to the Distribution, as may be amended

from time to time.

"Regulation S-K" means Regulation S-K of the General Rules and Regulations

promulgated by the SEC pursuant to the Securities Act.

"Regulation S-X" means Regulation S-X of the General Rules and Regulations

promulgated by the SEC pursuant to the Securities Act.

"Representatives" means, with respect to any Person, any of such Person's

directors, officers, employees, agents, consultants, advisors, accountants or

attorneys.

"Requestor" has the meaning set forth in Section 6.3.

"Retention Period" has the meaning set forth in Section 6.4.

"SEC" means the United States Securities and Exchange Commission, or any

successor agency.

"Securities Act" means the Securities Act of 1933, as amended from time to

time, together with the rules and regulations promulgated thereunder.

"Steering Committee" has the meaning set forth in Section 9.3(a).

"Subsidiary" means with respect to any specified Person, any corporation

or other legal entity of which such Person controls or owns, directly or

indirectly, more than fifty percent (50%) of the stock or other equity interest

entitled to vote on the election of the members to the board of directors or

similar governing body; provided, however, that unless the context otherwise

requires, references to Subsidiaries of FNF will not include the entities that

will be transferred to FNT or other members of the FNT Group pursuant to this

Agreement, whether the transfer of such entities occurs prior to or after the

Distribution Date.

"Tax Matters Agreement" means that certain Tax Matters Agreement entered

by and between FNF and FNT, as may be amended from time to time.

"Tax" and "Taxes" each mean any income, gross income, gross receipts,

profits, capital stock, franchise, withholding, payroll, social security,

workers compensation, unemployment, disability, property, ad valorem, stamp,

excise, severance, occupation, service, sales, use, license, lease, transfer,

import, export, value added, alternative minimum, estimated or other tax

(including any fee, assessment, or other charge in the nature of or in lieu of

any tax) imposed by any governmental entity or political subdivision thereof,

and any interest, penalties, additions to tax, or additional amounts in respect

of the foregoing.

"Third-Party Claim" has the meaning set forth in Section 8.3(d)(i).

"Transferred Businesses" has the meaning set forth in the Recitals.

Section 1.2. Interpretation.

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(a) For purposes of this Agreement (including all exhibits, schedules and

amendments), unless the context otherwise requires, (i) all terms defined herein

include the plural as well as the singular, and the masculine, feminine or

neuter gender shall be deemed to include the others whenever the context so

requires, (ii) all accounting terms used but not otherwise defined herein shall

have the meanings given to them under GAAP, and (iii) references to any Person

include successors of such Person by consolidation and merger and transferees of

all or substantially all its assets (provided that such successor has duly

assumed in writing all such Person's obligations, if any, hereunder).

(b) Words such as "herein," "hereinafter," "hereof," "hereto," "hereby"

and "hereunder," and words of like import refer to this Agreement, unless the

context requires otherwise.

(c) References herein to any agreement or other instrument shall, unless

the context otherwise requires (or the definition thereof otherwise specifies),

be deemed references to the same as it may from time to time be changed, amended

or extended in accordance with its terms.

(d) All references in this Agreement to times of the day shall be to the

city of Jacksonville, Florida time.

ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES

Section 2.1. No Representations or Warranties.

FNT (on behalf of itself and each member of the FNT Group) acknowledges

and agrees that, except as expressly set forth in this Agreement or any

Ancillary Agreement, (a) no member of the FNF Group is making any

representations or warranties, express or implied, in this Agreement, any

Ancillary Agreement or any other agreement contemplated hereby or thereby, as to

any Transferred Businesses, including without limitation as to the title to such

entities' shares or other ownership interests or as to the assets, liabilities,

business or financial condition of such entities, all such transfers being made

on an "as-is, where-is" basis and (b) FNT and its Affiliates will bear the

economic and legal risks that any conveyance will prove to be sufficient to vest

in them good and marketable title, free and clear of any security interest,

pledge, lien, charge, claim or other encumbrance of any nature whatsoever and

that any consents or approvals, and that any requirements of laws or judgments,

with respect to the transfer of the Transferred Businesses, have been received

or met.

ARTICLE 3. EXCHANGE OFFER

Section 3.1. Exchange Offer.

Concurrently with the contribution to FNT of the Transferred Businesses,

FNT issued to FNF two promissory notes, each in an aggregate principal amount

equal to $250 million (the "Mirror Notes"). Each Mirror Note has an interest

rate and a final maturity that is the same as that of a series of FNF's public

debt securities as of the Distribution Date (the "FNF Debt Securities"), and

further provides that it may be redeemed in whole or in part upon delivery to

FNF of an equal principal amount of FNF Debt Securities of the corresponding

Series. FNT agrees that, upon request of FNF, it will conduct one or more

exchange offers, in which FNT will

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offer to exchange newly-issued notes of FNT for outstanding FNF Debt Securities,

and upon completion thereof shall deliver to FNF any FNF Debt Securities so

obtained in redemption of Mirror Notes. Any such exchange offer shall be

conducted on such terms and in such manner as FNF shall direct, provided that

FNT's consent (which shall not be unreasonably withheld or delayed) shall be

required for any material deviation of such terms or manner from the customary

terms or manner of similar exchange offers.

ARTICLE 4. FINANCIAL INFORMATION

Section 4.1. Financial and Other Information.

(a) Financial Information. FNT agrees that, for so long as FNF is required

to consolidate the results of operations and financial position of FNT and any

other members of the FNT Group or to account for its investment in FNT under the

equity method of accounting (determined in accordance with GAAP and consistent

with SEC reporting requirements) (such period, the "Coordinated Reporting

Period," and the final day of such period, the "Cut-off Date"):

(i) Disclosure Controls. FNT will, and will cause each other member

of the FNT Group to, maintain, as of and after the Distribution Date,

disclosure controls and procedures and internal control over financial

reporting as defined in Rule 13a-15 promulgated under the Exchange Act;

FNT will cause each of its principal executive and principal financial

officers to sign and deliver certifications to FNT's periodic reports and

will include the certifications in FNT's periodic reports, as and when

required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation

S-K; FNT will cause its management to evaluate FNT's disclosure controls

and procedures and internal control over financial reporting (including

any change in internal control over financial reporting) as and when

required pursuant to Exchange Act Rule 13a-15; FNT will disclose in its

periodic reports filed with the SEC information concerning FNT

management's responsibilities for and evaluation of FNT's disclosure

controls and procedures and internal control over financial reporting

(including, without limitation, the annual management report and

attestation report of FNT's independent auditors relating to internal

control over financial reporting) as and when required under Items 307 and

308 of Regulation S-K and other applicable SEC rules; and, without

limiting the general application of the foregoing, FNT will, and will

cause each other member of the FNT Group to, maintain as of and after the

Distribution Date, internal systems and procedures that will provide

reasonable assurance that (A) the Financial Statements are reliable and

timely prepared in accordance with GAAP and applicable law, (B) all

transactions of members of the FNT Group are recorded as necessary to

permit the preparation of the Financial Statements, (C) the receipts and

expenditures of members of the FNT Group are authorized at the appropriate

level within FNT, and (D) unauthorized use or disposition of the assets of

any member of the FNT Group that could have a material effect on the

Financial Statements is prevented or detected in a timely manner.

(ii) Fiscal Year. FNT will, and will cause each member of the FNT

Group organized in the U.S. to, maintain a fiscal year that commences and

ends on the same calendar days as FNF's fiscal year commences and ends,

and to maintain monthly

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accounting periods that commence and end on the same calendar days as

FNF's monthly accounting periods commence and end.

(iii) Monthly Financial Reports. No later than ten (10) Business

Days after the end of each monthly accounting period of FNT thereafter

(including the last monthly accounting period of FNT of each fiscal year),

FNT will deliver to FNF a consolidated income statement and balance sheet

for FNT for such period, in such format and detail as FNF may request.

(iv) Quarterly Financial Statements. As soon as practicable, and in

any event no later than ten (10) Business Days prior to the date on which

FNF is required to file a Form 10-Q with the SEC for each of the first

three (3) fiscal quarters in each fiscal year of FNF, FNT will deliver to

FNF drafts of (A) the consolidated financial statements of the FNT Group

(and notes thereto) for such periods and for the period from the beginning

of the current fiscal year to the end of such quarter, setting forth in

each case in comparative form for each such fiscal quarter of FNT the

consolidated figures (and notes thereto) for the corresponding quarter and

periods of the previous fiscal year and all in reasonable detail and

prepared in accordance with Article 10 of Regulation S-X and GAAP, and (B)

a discussion and analysis by management of the FNT Group's financial

condition and results of operations for such fiscal period, including,

without limitation, an explanation of any material period-to-period change

and any off-balance sheet transactions, all in reasonable detail and

prepared in accordance with Item 303(b) of Regulation S-K. The information

set forth in (A) and (B) above is referred to in this Agreement as the

"Quarterly Financial Statements." FNT may continue to revise such draft

Quarterly Financial Statements prior to the filing thereof in order to

make corrections and changes which corrections and changes will be

delivered by FNT to FNF as soon as practicable; provided, that FNF's and

FNT's financial Representatives will actively consult with each other

regarding any changes (whether or not substantive) which FNT may consider

making to its Quarterly Financial Statements and related disclosures, with

particular focus on any changes which would have an effect upon FNF's

financial statements or related disclosures. No later than five (5)

Business Days prior to the date FNF publicly files its Form 10-Q with the

SEC, FNT will deliver to FNF the final form of the FNT Quarterly Financial

Statements and certifications thereof by the principal executive and

financial officers of FNT in substantially the forms required under SEC

rules for periodic reports and in form and substance satisfactory to FNF.

(v) Annual Financial Statements. As soon as practicable, and in any

event no later than twenty (20) Business Days prior to the date on which

FNF is required to file a Form 10-K with the SEC, FNT will deliver to FNF

(A) drafts of the consolidated financial statements of the FNT Group (and

notes thereto) for such year, setting forth in each case in comparative

form the consolidated figures (and notes thereto) for the previous fiscal

year and all in reasonable detail and prepared in accordance with

Regulation S-X and GAAP and (B) a discussion and analysis by management of

the FNT Group's financial condition and results of operations for such

year, including, without limitation, an explanation of any material

period-to-period change and any off-balance sheet transactions, all in

reasonable detail and prepared in accordance with Item 303(a) of

Regulation S-K. The information set forth in (A) and (B) above is referred

to in this

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Agreement as the "Annual Financial Statements." FNT may continue to revise

such draft Annual Financial Statements prior to the filing thereof in

order to make corrections and changes which corrections and changes will

be delivered by FNT to FNF as soon as practicable; provided, that FNF and

FNT financial Representatives will actively consult with each other

regarding any changes (whether or not substantive) which FNT may consider

making to its Annual Financial Statements and related disclosures, with

particular focus on any changes which would have an effect upon FNF's

financial statements or related disclosures. No later than five (5)

Business Days prior to the date FNF files its Form 10-K with the SEC, FNT

will deliver to FNF the final form of the FNT Annual Financial Statements

and certifications thereof by the principal executive and financial

officers of FNT in substantially the forms required under SEC rules for

periodic reports and in form and substance satisfactory to FNF.

(vi) FNT Reports Generally. Each FNT Group member that files

information with the SEC will deliver to FNF: (A) substantially final

drafts, as soon as the same are prepared, of (x) all reports, notices and

proxy and information statements to be sent or made available by such FNT

Group member to its respective security holders, (y) all regular, periodic

and other reports to be filed or furnished under Sections 13, 14 and 15 of

the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual

Reports to Shareholders), and (z) all registration statements and

prospectuses to be filed by such FNT Group member with the SEC or any

securities exchange pursuant to the requirements of such exchange

(collectively, the documents identified in clauses (x), (y) and (z) are

referred to in this Agreement as "FNT Public Filings"), and (B) current

drafts of all FNT Public Filings as soon as practicable, but in no event

later than four (4) Business Days prior to the earliest of the dates the

same are printed, sent or filed, (other than with respect to Form 8-Ks)

and, with respect to Form 8-Ks, as soon as practicable but in no event

later than two (2) Business Days prior to the earliest of the dates the

same are printed, sent or filed in the case of planned Form 8-Ks and as

soon as practicable in the case of unplanned Form 8-Ks. FNT may continue

to revise such FNT Public Filings prior to the filing thereof in order to

make corrections and changes which corrections and changes will be

delivered by FNT to FNF as soon as practicable; provided, that FNF and FNT

financial Representatives will actively consult with each other regarding

any changes (whether or not substantive) which FNT may consider making to

any of its FNT Public Filings and related disclosures prior to any

anticipated filing with the SEC, with particular focus on any changes

which would have an effect upon FNF's financial statements or related

disclosures.

(vii) Budgets and Financial Projections. FNT will, as promptly as

practicable, deliver to FNF copies of all annual and other budgets and

financial projections (consistent in terms of format and detail and

otherwise required by FNF) relating to FNT on a consolidated basis and

will provide FNF an opportunity to meet with management of FNT to discuss

such budgets and projections.

(viii) Other Information. With reasonable promptness, FNT will

deliver to FNF such additional financial and other information and data

with respect to the FNT Group and its business, properties, financial

position, results of operations and prospects as from time to time may be

reasonably requested by FNF.

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(ix) Press Releases and Similar Information. FNT and FNF will

consult with each other as to the timing and content of their annual and

quarterly earnings releases and any interim financial guidance for a

current or future period and will give each other the opportunity to

review the information therein relating to the FNT Group and to comment

thereon. FNF and FNT will make reasonable efforts to issue their

respective annual and quarterly earnings releases at approximately the

same time on the same date.

(x) Cooperation on FNF Filings. FNT will cooperate fully, and cause

FNT's Auditors to cooperate fully, with FNF to the extent requested by FNF

in the preparation of FNF's public earnings or other press releases,

Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual

Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy,

information and registration statements, reports, notices, prospectuses

and any other filings made by FNF with the SEC, any national securities

exchange or otherwise made publicly available (collectively, the "FNF

Public Filings"). FNT agrees to provide to FNF all information that FNF

reasonably requests in connection with any FNF Public Filings or that, in

the judgment of FNF, is required to be disclosed or incorporated by

reference therein under any law, rule or regulation. FNT will provide such

information in a timely manner on the dates requested by FNF (which may be

earlier than the dates on which FNT otherwise would be required hereunder

to have such information available) to enable FNF to prepare, print and

release all FNF Public Filings on such dates as FNF will determine but in

no event later than as required by applicable law. FNT will use its

commercially reasonable efforts to cause FNT's Auditors to consent to any

reference to them as experts in any FNF Public Filings required under any

law, rule or regulation. If and to the extent requested by FNF, FNT will

diligently and promptly review all drafts of such FNF Public Filings and

prepare in a diligent and timely fashion any portion of such FNF Public

Filing pertaining to FNT. Prior to any printing or public release of any

FNF Public Filing, an appropriate executive officer of FNT will, if

requested by FNF, certify that the information relating to any FNT Group

member or the Transferred Businesses in such FNF Public Filing is

accurate, true, complete and correct in all material respects. Prior to

the release or filing thereof, FNF will provide FNT with a draft of any

portion of a FNF Public Filing containing information relating to the FNT

Group and will give FNT an opportunity to review such information and

comment thereon; provided that FNF will determine in its sole and absolute

discretion the final form and content of all FNF Public Filings.

(xi) Confidentiality. Except as required by applicable law, rule, or

regulation, FNF agrees to keep confidential all information provided to

FNF by FNT or any of FNT's affiliates pursuant to this Section 4.1(a),

until the point in time that such information is filed with the SEC or

otherwise publicly disclosed.

(b) Auditors and Accounting. FNT agrees that, during the Coordinated

Reporting Period:

(i) Audit Timing. FNT will use its reasonable best efforts to enable

its independent certified public accountants ("FNT's Auditors") to

complete their audit such that they will date their opinion on the Annual

Financial Statements on the same date that FNF's independent certified

public accountants ("FNF's Auditors") date their opinion on

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FNF's audited annual financial statements (the "FNF Annual Statements"),

and to enable FNF to meet its timetable for the printing, filing and

public dissemination of the FNF Annual Statements, all in accordance with

Section 4.1(a) hereof and as required by applicable law. FNT will provide

to FNF on a timely basis all information that FNF reasonably requires to

meet its schedule for the preparation, printing, filing and public

dissemination of the FNF Annual Statements and, without limiting the

foregoing, will provide access to the responsible personnel of FNT as

required for FNF and FNF's Auditors to prepare financial statements and

conduct their audits with re