UNDERWRITING AGREEMENT

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                                                                     EXHIBIT 1.1

                                                               EXECUTION VERSION

                        5,546,600 SHARES OF COMMON STOCK

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.

                             UNDERWRITING AGREEMENT

                                November 9, 2006

BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179

Ladies/Gentlemen:

            The shareholders listed on Schedule I hereto (the "Selling
Shareholders") of Fidelity National Information Services, Inc., a corporation
organized and existing under the laws of Georgia (the "Company"), propose,
subject to the terms and conditions stated herein, to sell (the "Offering") to
Bear, Stearns & Co. Inc. (the "Underwriter") an aggregate of 5,546,600 shares
(the "Shares") of the Company's Common Stock, par value $0.01 per share (the
"Common Stock").

            1. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriter that:

            (a) The Company has filed with the Securities and Exchange
Commission (the "Commission") an automatic shelf registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
Shares, on Form S-3 (File No. 333-131593) (the "Initial Registration
Statement"); and such Initial Registration Statement, and any post-effective
amendment thereto, each in the form previously delivered to you, became
effective upon filing, in such form. No other document with respect to the
Initial Registration Statement has heretofore been filed with the Commission.
The various parts of the Initial Registration Statement, including all exhibits
thereto and including (i) the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act in accordance with Section 4(a) hereof and deemed by virtue of
Rule 430A, 430B or 430C under the Securities Act to be part of the Initial
Registration Statement at the time it became effective under the Securities Act
with respect to the Underwriter, and (ii) the documents incorporated by
reference in the prospectus contained in the Initial Registration Statement,
each as amended at the time such part of the Initial Registration Statement
became or hereafter becomes effective under the Securities Act with respect to
the Underwriter, are hereafter collectively referred to as the "Registration
Statement." Any reference to any amendment to the Registration Statement shall
be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange

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Act"), after the effective date of the Initial Registration Statement that is
incorporated by reference therein. No stop order suspending the effectiveness of
the Initial Registration Statement or any post-effective amendment thereto has
been issued and no proceeding for that purpose has been initiated or threatened
by the Commission.

            The prospectus supplement relating to the Shares, in the form first
filed with the Commission pursuant to Rule 424(b) under the Securities Act, is
hereafter referred to as the "Prospectus", Any preliminary prospectus included
in the Initial Registration Statement or filed with the Commission pursuant to
Rule 424(a) under the Securities Act is hereafter referred to as a "Preliminary
Prospectus;" and the prospectus included in the Registration Statement
immediately prior to the Applicable Time (as defined below), is hereafter
referred to as the "Pricing Prospectus". Any "issuer free writing prospectus"
(as defined in Rule 433 under the Securities Act) relating to the Shares is
hereafter referred to as an "Issuer Free Writing Prospectus"; and the Pricing
Prospectus, as supplemented by the public offering price of the Shares and the
Issuer Free Writing Prospectuses, if any, attached and listed in Annex III
hereto, taken together, are hereafter referred to collectively as the "Pricing
Disclosure Package". Any reference herein to any Preliminary Prospectus, Pricing
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3 that
were filed under the Exchange Act, in the case of any Preliminary Prospectus or
the Prospectus, on or before the date of such Preliminary Prospectus or
Prospectus, as the case may be, and, in the case of the Pricing Prospectus, at
or before the Applicable Time; and any reference herein to any "amendment" or
"supplement" to any Preliminary Prospectus, Pricing Prospectus or the Prospectus
shall be deemed to refer to and include (i) the filing of any document under the
Exchange Act after the date of such Preliminary Prospectus, Pricing Prospectus
or Prospectus, as the case may be, which is incorporated therein by reference
and (ii) any such document so filed.

            The Company is not an "ineligible issuer" (as defined in Rule 405
under the Securities Act) and, at the time of (i) filing the Registration
Statement and (ii) the most recent amendment thereto for purposes of complying
with Section 10(a)(3) of the Securities Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Section 13 or
15(d) of the Securities Act or form of prospectus), the Company was a "well-
known seasoned issuer" (as defined in Rule 405 under the Securities Act).

            All references in this Agreement to the Registration Statement, any
Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, or any
amendments or supplements to any of the foregoing, shall be deemed to include
any copy thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR").

            (b) The Registration Statement complies, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will comply, in all material respects with the applicable provisions
of the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder (the "Rules and Regulations"), and do not and will not, as
of the applicable effective date as to each part of the Registration Statement
and as of the applicable filing date as to the Prospectus and any amendment
thereof or supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading; provided,

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however, that this representation and warranty shall not apply to any
information contained in or omitted from the Registration Statement or the
Prospectus or any amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished in writing to the Company by or on
behalf of the Underwriter specifically for use therein. The parties hereto agree
that such information provided by or on behalf of the Underwriter consists
solely of the material referred to in Section 17 hereof.

            (c) No order preventing or suspending the use of any Preliminary
Prospectus or any Issuer Free Writing Prospectus has been issued by the
Commission.

            (d) Each Preliminary Prospectus, at the time of filing thereof,
complied in all material respects with the applicable provisions of the
Securities Act, the Exchange Act and the Rules and Regulations, and did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
information contained in or omitted from any Preliminary Prospectus in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of the Underwriter specifically for use therein. The parties hereto
agree that such information provided by or on behalf of the Underwriter consists
solely of the material referred to in Section 17 hereof.

            (e) For purposes of this Agreement, the "Applicable Time" is 4:15
p.m. (Eastern) on the date of this Agreement. The Pricing Disclosure Package, as
of the Applicable Time, did not, and as of the Closing Date (as hereinafter
defined), will not, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Each Issuer Free Writing Prospectus complies in all material
respects with the applicable provisions of the Securities Act and the Rules and
Regulations, and does not include information that conflicts with the
information contained in the Registration Statement, the Pricing Prospectus or
the Prospectus, and each Issuer Free Writing Prospectus not listed in Annex III
hereto, as supplemented by and taken together with the Pricing Disclosure
Package, as of the Applicable Time, did not, and as of the Closing Date, will
not, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. No
representation and warranty is made in this Section 1(e) with respect to any
information contained in or omitted from the Pricing Disclosure Package or any
Issuer Free Writing Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the
Underwriter specifically for use therein. The parties hereto agree that such
information provided by or on behalf of the Underwriter consists solely of the
material referred to in Section 17 hereof.

            (f) KPMG LLP, who have certified the financial statements and
supporting schedules and information of the Company and its subsidiaries that
are included or incorporated by reference in the Registration Statement, the
Pricing Prospectus or the Prospectus, and Ernst & Young LLP whose reports appear
or are incorporated by reference in the Registration Statement, the Pricing
Prospectus or the Prospectus, who have certified certain other financial
statements and supporting schedules and information of Certegy Inc. that are
included or

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incorporated in the Registration Statement, the Pricing Prospectus or the
Prospectus, each are independent public accountants as required by the
Securities Act, the Exchange Act and the Rules and Regulations.

            (g) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Pricing Prospectus, except as
disclosed in the Pricing Disclosure Package, (i) the Company has not declared or
paid any dividends, or made any other distribution of any kind, on or in respect
of its capital stock, (ii) there has not been any change in the capital stock or
long-term or short-term debt of the Company or any of its "significant
subsidiaries" (as that term is defined in Rule 1-02(w) of Regulation S-X), as
listed in Schedule II hereto (each, a "Subsidiary" and, collectively, the
"Subsidiaries"), (iii) neither the Company nor any Subsidiary has sustained any
material loss or interference with its business or properties from fire,
explosion, flood, hurricane, accident or other calamity, whether or not covered
by insurance, or from any labor dispute or any legal or governmental proceeding,
and (iv) there has not been any material adverse change or any development
involving a prospective material adverse change, whether or not arising from
transactions in the ordinary course of business, in or affecting the business,
general affairs, management, condition (financial or otherwise), results of
operations, shareholders' equity, properties or prospects of the Company and the
Subsidiaries, individually or taken as a whole (a "Material Adverse Change").
Since the date of the latest balance sheet included, or incorporated by
reference, in the Registration Statement and the Pricing Prospectus, neither the
Company nor any Subsidiary has incurred or undertaken any liabilities or
obligations, whether direct or indirect, liquidated or contingent, matured or
unmatured, or entered into any transactions, including any acquisition or
disposition of any business or asset, which are material to the Company and the
Subsidiaries, individually or taken as a whole, except for liabilities,
obligations and transactions which are disclosed in the Pricing Disclosure
Package.

            (h) The Company has an authorized capitalization as set forth in the
Pricing Disclosure Package, and all of the issued and outstanding shares of
capital stock of the Company are fully paid and non-assessable and have been
duly and validly authorized and issued, in compliance with all applicable state,
federal and foreign securities laws and not in violation of or subject to any
preemptive or similar right that entitles any person to acquire from the Company
or any subsidiary any Common Stock or other security of the Company or any
security convertible into, or exercisable or exchangeable for, Common Stock or
any other such security (any "Relevant Security"), except for such rights as may
have been fully satisfied or waived prior to the effectiveness of the
Registration Statement. All of the issued shares of capital stock of or other
ownership interests in each Subsidiary have been duly and validly authorized and
issued and are fully paid and non-assessable and are owned directly or
indirectly by the Company free and clear of any lien, charge, mortgage, pledge,
security interest, claim, equity, trust or other encumbrance, preferential
arrangement, defect or restriction of any kind whatsoever (any "Lien").

            (i) The Shares to be delivered on the Closing Date (as hereinafter
defined), have been duly and validly authorized and validly issued, are fully
paid and non-assessable, and will not have been issued in violation of or
subject to any preemptive or similar right that entitles any person to acquire
any Relevant Security from the Company. The Common Stock and the Shares conform
to the descriptions thereof contained in the Registration Statement, the Pricing
Prospectus and the Prospectus. Except as disclosed or incorporated by reference
in the Pricing

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Prospectus, the Company has no outstanding warrants, options to purchase, or any
preemptive rights or other rights to subscribe for or to purchase, or any
contracts or commitments to issue or sell, any Relevant Security. Except as
disclosed or incorporated by reference in the Pricing Prospectus, no holder of
any Relevant Security has any rights to require registration under the
Securities Act of any Relevant Security in connection with the offer and sale of
the Shares contemplated hereby, and any such rights so disclosed have either
been fully complied with by the Company or effectively waived by the holders
thereof.

            (j) Each of the Company and each Subsidiary has been duly organized
and validly exists as a corporation, partnership or limited liability company in
good standing under the laws of its jurisdiction of organization. The Company
and each Subsidiary is duly qualified to do business and is in good standing as
a foreign corporation, partnership or limited liability company in each
jurisdiction in which the character or location of its properties (owned, leased
or licensed) or the nature or conduct of its business makes such qualification
necessary, except for those failures to be so qualified or in good standing
which (individually and in the aggregate) would not reasonably be expected to
have a material adverse effect on (i) the business, general affairs, management,
condition (financial or otherwise), results of operations, shareholders' equity,
properties or prospects of the Company and the Subsidiaries, taken as a whole;
or (ii) the ability of the Company to consummate the Offering or any other
transaction contemplated by this Agreement (a "Material Adverse Effect").

            (k) Each of the Company and each Subsidiary has all requisite power
and authority, and all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses, filings and permits of, with and from
all judicial, regulatory and other legal or governmental agencies and bodies and
all third parties, foreign and domestic (collectively, the "Consents"), to own,
lease and operate its properties and conduct its business as it is now being
conducted, and each such Consent is valid and in full force and effect, except
in each case as would not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any Subsidiary has received notice of any
investigation or proceedings which, if decided adversely to the Company or any
such Subsidiary, could reasonably be expected to result in, the revocation of,
or imposition of a materially burdensome restriction on, any such Consent.

            (l) This Agreement has been duly and validly authorized, executed
and delivered by the Company.

            (m) The compliance by the Company with this Agreement and the
consummation of the transactions herein contemplated do not, and will not, (i)
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default (or an event which with notice or lapse
of time, or both, would constitute a default) under, or result in the creation
or imposition of any Lien upon any property or assets of the Company or any
Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement
or other agreement, instrument, franchise, license or permit to which the
Company or any Subsidiary is a party or by which the Company or any Subsidiary
or their respective properties, operations or assets may be bound, (ii) violate
or conflict with any provision of the certificate or articles of incorporation,
by-laws, certificate of formation, limited liability company agreement,
partnership agreement or other organizational documents of the Company or any
Subsidiary, or (iii) violate

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or conflict with any statute, law, rule, regulation, ordinance, directive,
judgment, decree or order of any judicial, regulatory or other legal or
governmental agency or body, domestic or foreign; except, with respect to items
(i) and (iii), as would not reasonably be expected to have a Material Adverse
Effect.

             (n) No Consent of, with or from any judicial, regulatory or other
legal or governmental agency or body or any third party, foreign or domestic, is
required for the execution, delivery and performance by the Company of this
Agreement or consummation of the transactions contemplated by this Agreement,
except the registration under the Securities Act of the Shares and such consents
as may be required under state securities or blue sky laws in connection with
the purchase and distribution of the Shares by the Underwriter, each of which
has been obtained and is in full force and effect.

            (o) Except as disclosed in the Registration Statement, the Pricing
Prospectus and the Prospectus, there is no judicial, regulatory, arbitral or
other legal or governmental proceeding or other litigation or arbitration,
domestic or foreign, pending to which the Company or any Subsidiary is a party
or of which any property, operations or assets of the Company or any Subsidiary
is the subject which, individually or in the aggregate, if determined adversely
to the Company or any Subsidiary, would reasonably be expected to have a
Material Adverse Effect; to the Company's knowledge, no such proceeding,
litigation or arbitration is threatened or contemplated.

            (p) The financial statements and pro forma data, including the notes
thereto, and the supporting schedules included or incorporated by reference in
the Registration Statement, the Pricing Prospectus and the Prospectus present
fairly, in all material respects, the financial position as of the dates
indicated and the cash flows and results of operations for the periods specified
of the Company and its consolidated subsidiaries and the other entities for
which financial statements are included or incorporated by reference in the
Registration Statement, the Pricing Prospectus and the Prospectus; except as
otherwise stated in the Registration Statement, the Pricing Prospectus and the
Prospectus, said financial statements have been prepared in conformity with
United States generally accepted accounting principles applied on a consistent
basis throughout the periods involved; and the supporting schedules included in
the Registration Statement, the Pricing Prospectus and the Prospectus present
fairly, in all material respects, the information required to be stated therein.
No other financial statements or supporting schedules are required to be
included in the Registration Statement, the Pricing Prospectus or the Prospectus
by the Securities Act, the Exchange Act or the Rules and Regulations. The other
financial and statistical information included or incorporated by reference in
the Registration Statement, the Pricing Prospectus and the Prospectus present
fairly the information included therein and have been prepared on a basis
consistent with that of the financial statements that are included or
incorporated by reference in the Registration Statement, the Pricing Prospectus
and the Prospectus and the books and records of the respective entities
presented therein.

             (q) The pro forma financial statements included in the Registration
Statement, the Pricing Prospectus and the Prospectus have been properly compiled
and prepared in accordance with the applicable requirements of the Securities
Act, the Exchange Act and the Rules and Regulations and include all adjustments
necessary to present fairly in accordance with

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United States generally accepted accounting principles the pro forma financial
position of the respective entity or entities presented therein at the
respective dates indicated and their cash flows and the results of operations
for the respective periods specified.

            (r) The statistical, industry-related and market-related data
included in the Registration Statement, the Pricing Prospectus and the
Prospectus are based on or derived from sources which the Company reasonably and
in good faith believes are reliable and accurate, and such data agree with the
sources from which they are derived.

             (s) The Common Stock has been registered pursuant to Section 12(b)
of the Exchange Act. The shares of Common Stock are listed on the New York Stock
Exchange (the "NYSE"), and the Company has taken no action designed to, or
likely to have the effect of, terminating the registration of the Common Stock
under the Exchange Act or de-listing the Common Stock from the NYSE, nor has the
Company received any notification that the Commission or the NYSE is
contemplating terminating such registration or listing.

            (t) The Company and its Subsidiaries maintain a system of internal
accounting and other controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with United States generally
accepted accounting principles and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accounting for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

            (u) The Company maintains a system of internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that complies with the requirements of the Exchange Act and has
been designed by the Company's principal executive officer and principal
financial officer, or under their supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. The Company's internal control over financial reporting
is effective and the Company is not aware of any material weaknesses in its
internal control over financial reporting. Since the date of the latest audited
financial statements included or incorporated by reference in the Pricing
Prospectus, there has been no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

            (v) The Company maintains disclosure controls and procedures (as
such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with
the requirements of the Exchange Act; such disclosure controls and procedures
have been designed to ensure that material information relating to the Company
and its subsidiaries is made known to the Company's principal executive officer
and principal financial officer by others within those entities; and such
disclosure controls and procedures are effective.

            (w) There is and has been no failure on the part of the Company or
any of its directors or officers, in their capacities as such, to comply with
any provision of the Sarbanes-Oxley

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Act of 2002 and the rules and regulations promulgated in connection therewith
(the "Sarbanes-Oxley Act"), including, without limitation, Section 402 related
to loans and Sections 302 and 906 related to certifications except as would not
reasonably be expected to have a Material Adverse Effect.

            (x) Neither the Company nor any of its affiliates (within the
meaning of Rule 144 under the Securities Act) has taken, directly or indirectly,
any action which constitutes or is designed to cause or result in, or which
could reasonably be expected to constitute, cause or result in, the
stabilization or manipulation of the price of any security to facilitate the
sale or resale of the Shares.

            (y) The statements set forth or incorporated by reference in the
Registration Statement, Pricing Disclosure Package and Prospectus under the
captions "Summary of the Offering" and "Description of Capital Stock", insofar
as they purport to constitute a summary of the terms of the Common Stock, and
under the captions "Plan of Distribution" and "Underwriting", insofar as they
purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair in all material respects.

            (z) The Company is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act and files periodic reports with the Commission,
and the conditions for use of Form S-3 to register the Shares under the
Securities Act have been satisfied. The documents incorporated or deemed to be
incorporated by reference in the Pricing Prospectus and the Prospectus, at the
time they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the Securities Act, the
Exchange Act and the Rules and Regulations and, when read together with the
other information in the Pricing Prospectus or the Prospectus, as applicable, do
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

            (aa) The Company is not and, after giving effect to the sale of the
Shares as contemplated herein, will not be an "investment company" under the
Investment Company Act of 1940, as amended.

            (bb) Except as disclosed in the Registration Statement, the Pricing
Prospectus and the Prospectus, there are no contracts, agreements or
understandings between the Company and any person that would give rise to a
valid claim against the Company or the Underwriter for a brokerage commission,
finder's fee or other like payment in connection with the transactions
contemplated by this Agreement.

            (cc) The Company and each Subsidiary owns or leases all such
properties as are necessary to the conduct of its business as presently operated
and as proposed to be operated as described in the Registration Statement, the
Pricing Prospectus and the Prospectus. The Company and the Subsidiaries have
good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case free and
clear of any and all Liens except such as are described in the Registration
Statement, the Pricing Prospectus and the Prospectus or such as do not
(individually or in the aggregate) materially

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affect the value of such property or materially interfere with the use made or
proposed to be made of such property by the Company and the Subsidiaries; and
any real property and buildings held under lease or sublease by the Company and
the Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material to, and do not materially interfere
with, the use made and proposed to be made of such property and buildings by the
Company and the Subsidiaries. Neither the Company nor any Subsidiary has
received any notice of any claim adverse to its ownership of any real or
personal property or of any claim against the continued possession of any real
property, whether owned or held under lease or sublease by the Company or any
Subsidiary.

            (dd) The Company and each Subsidiary (i) owns or possesses the right
to use all patents, patent applications, trademarks, service marks, domain
names, trade names, trademark registrations, service mark registrations,
copyrights, licenses, formulae, customer lists, and know-how and other
intellectual property (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures,
"Intellectual Property") necessary for the conduct of their respective
businesses as presently conducted and as described in the Registration
Statement, the Pricing Prospectus and the Prospectus and (ii) have no reason to
believe that the conduct of their respective businesses does or will conflict
with, and have not received any notice of any claim of conflict with, any such
right of others, and, to the Company's knowledge, there is no infringement by
third parties of any Intellectual Property, except in each case as would not
reasonably be expected to have a Material Adverse Effect; there is no pending
or, to the Company's knowledge, threatened action, suit, proceeding or claim by
others challenging the Company's or any Subsidiary's rights in or to any such
Intellectual Property, and the Company is unaware of any facts which would form
a reasonable basis for any such claim; and there is no pending or, to the
Company's knowledge, threatened action, suit, proceeding or claim by others that
the Company or any Subsidiary infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary rights of others, and
the Company is unaware of any other fact which would form a reasonable basis for
any such claim.

            (ee) The Company and the Subsidiaries maintain insurance in such
amounts and covering such risks as the Company reasonably considers adequate for
the conduct of its business and the value of its properties and as is customary
for companies engaged in similar businesses in similar industries, all of which
insurance is in full force and effect, except where the failure to maintain such
insurance could not reasonably be expected to have a Material Adverse Effect.
There are no material claims by the Company or any Subsidiary under any such
policy or instrument as to which any insurance company is denying liability or
defending under a reservation of rights clause. The Company reasonably believes
that it will be able to renew its existing insurance as and when such coverage
expires or will be able to obtain replacement insurance adequate for the conduct
of the business and the value of its properties at a cost that would not have a
Material Adverse Effect.

            (ff) Each of the Company and each Subsidiary has accurately prepared
and timely filed all federal, state, foreign and other tax returns that are
required to be filed by it and has paid or made provision for the payment of all
taxes, assessments, governmental or other similar charges, including without
limitation, all sales and use taxes and all taxes which the Company or any
Subsidiary is obligated to withhold from amounts owing to employees, creditors
and third parties, with respect to the periods covered by such tax returns
(whether or not

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such amounts are shown as due on any tax return). No deficiency assessment with
respect to a proposed adjustment of the Company's or any Subsidiary' federal,
state, local or foreign taxes is pending or, to the best of the Company's
knowledge, threatened. The accruals and reserves on the books and records of the
Company and the Subsidiaries in respect of tax liabilities for any taxable
period not finally determined are adequate to meet any assessments and related
liabilities for any such period and, since December 31, 2005, the Company and
the Subsidiaries have not incurred any liability for taxes other than in the
ordinary course of its business. There is no tax lien, whether imposed by any
federal, state, foreign or other taxing authority, outstanding against the
assets, properties or business of the Company or any Subsidiary.

            (gg) No labor disturbance by the employees of the Company or any
Subsidiary exists or, to the best of the Company's knowledge, is imminent,
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

            (hh) No "prohibited transaction" (as defined in either Section 406
of the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended from time to time (the
"Code")), "accumulated funding deficiency" (as defined in Section 302 of ERISA)
or other event of the kind described in Section 4043(b) of ERISA (other than
events with respect to which the 30-day notice requirement under Section 4043 of
ERISA has been waived) has occurred with respect to any employee benefit plan
for which the Company or any Subsidiary would have any liability which could
(individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect; each employee benefit plan for which the Company or any
Subsidiary would have any liability is in compliance in all material respects
with applicable law, including (without limitation) ERISA and the Code; the
Company has not incurred and does not expect to incur liability under Title IV
of ERISA with respect to the termination of, or withdrawal from any "pension
plan"; and each plan for which the Company would have any liability that is
intended to be qualified under Section 401 (a) of the Code is so qualified and
nothing has occurred, whether by action or by failure to act, which could cause
the loss of such qualification.

            (ii) There has been no storage, generation, transportation,
handling, use, treatment, disposal, discharge, emission, contamination, release
or other activity involving any kind of hazardous, toxic or other wastes,
pollutants, contaminants, petroleum products or other hazardous or toxic
substances, chemicals or materials ("Hazardous Substances") by, due to, on
behalf of, or caused by the Company or any Subsidiary (or, to the Company's
knowledge, any other entity for whose acts or omissions the Company is or may be
liable) upon any property now or previously owned, operated, used or leased by
the Company or any Subsidiary, or upon any other property, which would be a
violation of or give rise to any liability under any applicable law, rule,
regulation, order, judgment, decree or permit, common law provision or other
legally binding standard relating to pollution or protection of human health and
the environment ("Environmental Law"), except for violations and liabilities
which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. There has been no disposal, discharge, emission
contamination or other release of any kind at, onto or from any such property or
into the environment surrounding any such property of any Hazardous Substances
with respect to which the Company or any Subsidiary has knowledge, except as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse

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Effect. Neither the Company nor any Subsidiary has agreed to assume, undertake
or provide indemnification for any liability of any other person under any
Environmental Law, including any obligation for cleanup or remedial action,
except as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. There is no pending or, to the best of the
Company's knowledge, threatened administrative, regulatory or judicial action,
claim or notice of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any Subsidiary. No
property of the Company or any Subsidiary is subject to any Lien under any
Environmental Law. Neither the Company nor any Subsidiary is subject to any
material order, decree, agreement or other individualized legal requirement
related to any Environmental Law.

             (jj) None of the Company, any Subsidiary or, to the Company's
knowledge, any of its employees or agents, has at any time during the last five
years (i) made any unlawful contribution to any candidate for foreign office, or
failed to disclose fully any such contribution in violation of law, or (ii) made
any payment to any federal or state governmental officer or official, or other
person charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States of any jurisdiction
thereof. The operations of the Company and each Subsidiary are and have been
conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any
governmental agency (collectively, the "Money Laundering Laws") and no action,
suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any Subsidiary with respect to
the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened. Neither the Company nor any Subsidiary nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or
any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

            (kk) Neither the Company nor any Subsidiary (i) is in violation of
its certificate or articles of incorporation, by-laws, certificate of formation,
limited liability company agreement, partnership agreement or other
organizational documents, (ii) is in default under, and no event has occurred
which, with notice or lapse of time or both, would constitute a default under or
result in the creation or imposition of any Lien upon any property or assets of
the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or
by which it is bound or to which any of its property or assets is subject, or
(iii) is in violation of any statute, law, rule, regulation, ordinance,
directive, judgment, decree or order of any judicial, regulatory or other legal
or governmental agency or body, foreign or domestic, except (in the case clauses
(ii) and (iii) above) for violations or defaults that would not (individually or
in the aggregate) reasonably be expected to have a Material Adverse Effect.

            (ll) The Company has complied with the requirements of Rule 433
under the Securities Act with respect to each Issuer Free Writing Prospectus
including, without limitation, all prospectus filing, record retention and
legending requirements applicable to any such Issuer Free Writing Prospectus.
The Company has not (i) distributed any offering material in

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<PAGE>

connection with the Offering other than the Pricing Prospectus, the Prospectus,
and any Issuer Free Writing Prospectus set forth on Annex III hereto, or (ii)
filed, referred to, approved, used or authorized the use of any "free writing
prospectus" as defined in Rule 405 under the Securities Act with respect to the
Offering or the Shares, except for any Issuer Free Writing Prospectus set forth
in Annex III hereto.

            (mm) The transactions contemplated by the Agreement and Plan of
Merger between the Company and Fidelity National Financial, Inc., dated as of
June 25, 2006, as amended, have been completed.

            Any certificate signed by or on behalf of the Company and delivered
to the Underwriter or to counsel for the Underwriter shall be deemed to be a
representation and warranty by the Company to the Underwriter as to the matters
covered thereby.

                   2. Representations and Warranties of the Selling
  Shareholders. Each Selling Shareholder severally represents and warrants to,
  and agrees with, the Underwriter as of the date hereof and as of the Closing
  Date that:

                  (a) Such Selling Shareholder has full right, power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions to be entered into by such Selling
Shareholder or under this Agreement, the Registration Statement, the Pricing
Prospectus and the Prospectus. This Agreement and the transactions to be entered
into by such Selling Shareholder or under this Agreement, the Registration
Statement, the Pricing Disclosure Package and the Prospectus have been duly and
validly authorized by such Selling Shareholder, This Agreement has been duly and
validly executed and delivered by such Selling Shareholder and constitutes the
legal, valid and binding obligation of such Selling Shareholder, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  (b) Such Selling Shareholder agrees that the Shares to be sold
by such Selling Shareholder are subject to the interests of the Underwriter, and
that the obligations of such Selling Shareholder hereunder shall not be
terminated, except as provided in this Agreement by any act of such Selling
Shareholder, by operation of law or by the occur