8-K/A

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
March 9, 2005

Fidelity National Financial, Inc.

(Exact name of Registrant as Specified in its Charter)

1-9396
(Commission File Number)

Delaware	86-0498599
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

601 Riverside Avenue
Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry Into a Material Definitive Agreement
	Item 8.01 Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

The following description has been amended to correct formatting errors and to clarify the vesting schedule of the stock option grants described in subparagraph(b) below.

Item 1.01. Entry Into a Material Definitive Agreement.

(a) Credit Agreement

On March 9, 2005, Fidelity National Information Solutions, Inc. (“Solutions”) and Fidelity National Tax Service, Inc. (“Tax” and, together with Solutions, “Borrowers”), both direct subsidiaries of Fidelity National Information Services, Inc. (the “Services”) and indirect subsidiaries of Fidelity National Financial, Inc. (the “Company”), and Services, as the parent guarantor, entered into a Credit Agreement, dated as of March 9, 2005, with Bank of America, N.A. as Administrative Agent, Collateral Agent, Swing Line Lender, L/C Issuer and lender, and the other financial institutions party thereto (the “Credit Agreement”).

The Credit Agreement replaces Services’ $500 million Revolving Credit Agreement, dated as of November 8, 2004, among Services, as borrower, and Wachovia Bank, National Association, as Administrative Agent and Swing Line Lender, Bank of America, as Syndication Agent and the other financial institutions party thereto (the “Wachovia Credit Agreement”), which was terminated on March 9, 2005, prior to its scheduled expiration date of November 8, 2007. On the date of its termination, approximately $410,265,229 was outstanding under the Wachovia Credit Agreement and no early termination penalties were incurred by Services.

The Credit Agreement provides for a $800 million six-year term facility (“Term A Loans”), a $2.0 billion eight-year term facility (“Term B Loans”) and a $400 million revolving credit facility maturing on the sixth anniversary of the closing date. The term facilities were fully drawn on the closing date while the revolving credit facility was undrawn on the closing date. Services has provided an unconditional guarantee of the full and punctual payment of the Borrowers’ obligations under the Credit Agreement and related loan documents. Solutions and Tax have also unconditionally guaranteed the full and punctual payment of the obligations of each other thereunder. In addition, each of the domestic wholly-owned subsidiaries of Solutions (other than certain immaterial subsidiaries and Services’ regulated subsidiary) has provided an unconditional guarantee of the full and punctual payments of the obligations under the Credit Agreement and related loan documents.

Amounts under the revolving credit facility may be borrowed, repaid and reborrowed by the Borrowers from time to time until the maturity of the revolving credit facility. The term facilities are subject to quarterly amortization of principal in equal installments of 0.25% of the principal amount with the remaining balance payable at maturity. In addition to the scheduled amortization, and with certain exceptions, the term loans are subject to mandatory prepayment from excess cash flow, issuance of additional equity and debt and certain sales of assets. Voluntary prepayments of both the term loans and revolving loans and commitment reductions of the revolving credit facility under the Credit Agreement are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. Revolving credit borrowings and Term A Loans bear interest at a floating rate, which will be, at the Borrowers’ option, either the British Bankers Association LIBOR or a base rate plus, in both cases, an applicable margin, which is subject to adjustment based on the performance of the Borrowers. The Term B Loans bear interest at either the British Bankers Association LIBOR plus 1.75% per annum or, at the Borrowers’ option, a base rate plus 0.75% per annum.

Solutions and each of its subsidiaries that is a guarantor have granted the Administrative Agent a first priority (subject to certain exceptions) security interest in substantially all of their personal property, including shares of stock and other ownership interests. A mortgage lien was also granted by one of the subsidiaries of Solutions.

The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and dispositions, limitations on restricted payments and capital expenditures, a minimum interest coverage ratio and a maximum senior secured leverage ratio. The Credit Agreement includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, the interest rate on all outstanding obligations will be increased and payments of all outstanding loans may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreement shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate.

Some of the lenders under the Credit Agreement have or may have had various relationships with the Company and its affiliates involving the provision of a variety of financial services, including cash management, investment banking, pension fund and equipment financing and leasing services, and the issuance of letters of credit and bank guarantees.

The foregoing does not constitute a complete summary of the terms of the Credit Agreement and reference is made to the complete text of this agreement, which is filed as Exhibit 10.1 to this 8-K and incorporated herein by this reference.

(b) Grant of Stock Options

The following nonqualified stock options to acquire common stock of Fidelity National Information Services, Inc. (“Services”) were granted on March 9, 2005 under the Fidelity National Information Services, Inc. 2005 Stock Incentive Plan. The options were granted at an exercise price of $10.00 per share. The time based options granted to Messrs. Foley, Stinson and Bickett will vest with respect to 1/16 of the total number of shares subject to such time-based options on the last day of each fiscal quarter, commencing on the last day of the first fiscal quarter following the date of grant, until fully vested. The time based options granted to Messrs. Smith and Harris will vest with respect to 1/20 of the total number of shares subject to such time-based options on the last day of each fiscal quarter, commencing on the last day of the first fiscal quarter following the date of grant, until fully vested. The performance based options granted to Messrs. Foley, Stinson and Bickett will vest as follows, in the event of a Change in Control or after an Initial Public Offering (as each term is defined in the form of Option Agreement filed herewith as Exhibit 99.1), solely if one of the following targets (each, a “Target”) shall be met: (a) 50% of the total number of shares subject to such performance based options will vest if the “Equity Value” of a share of Services’ common stock equals at least $17.50 (subject to adjustment stock splits and the like), and (b) 100% of the total number of shares subject to such performance based options will vest if the Equity Value of a share of Services’ common stock equals at least $20.00 (subject to adjustment for stock splits and the like), provided the optionee’s service with Services has not terminated prior to the applicable vesting date. All of the performance based options granted to Messrs. Smith and Harris will vest following a Change in Control or an Initial Public Offering (as each term is defined in the form of Option Agreement filed herewith as Exhibit 99.1) if the Equity Value of a share of Services’ common stock equals at least $20.00 (subject to adjustment for stock splits and the like), provided the optionee’s service with Services has not terminated prior to the applicable vesting date.

For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in the event of a Change in Control, the Equity Value shall be determined at the time of the transaction constituting a Change in Control, and shall be equal to the aggregate amount of net proceeds (other than any taxes) of cash or readily marketable securities and the discounted expected value of any other deferred consideration (as determined by the Board of Services) received or to be received by the holders of common stock of Services in such transaction, divided by the number of outstanding shares (including all shares issuable upon exercise of in-the-money exercisable options) at the time of the Change in Control, and (ii) at any time after an Initial Public Offering, the Equity Value shall be measured using the average price of the common stock over a consecutive forty-five (45) day trading period, then the applicable Target shall be deemed to have been met.

Each option grant was evidenced by an option agreement and a notice of stock option grant substantially in the form attached hereto as Exhibit 99.1. The foregoing does not constitute a complete summary of the terms of the option agreement and notice of exercise and reference is made to the complete text of this agreement, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Name	Title	Time Based		Performance Based
William P. Foley, II	Chairman and CEO		2,666,500		2,333,500
Ernest D. Smith	President LOS and IS		399,975		350,025
Hugh R. Harris	President FIS		399,975		350,025
Alan L. Stinson	Executive Vice President and Chief Financial Officer		373,310		326,690
Brent B. Bickett	Executive Vice President		373,310		326,690

2

(c) Amendment of Material Agreement

Effective March 9, 2005, the Company entered into a Third Amendment to Credit Agreement (the “Third Amendment to Credit Agreement”) amending that certain Credit Agreement dated as of November 4, 2003, among the Company, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, as amended by the First Amendment to Credit Agreement dated as of April 9, 2004, and by the Second Amendment to Credit Agreement dated as of October 29, 2004 (the “Second Amendment”). As a result of (i) the issuance of approximately 25% of the common equity interests of Services to Thomas H. Lee Partners, L.P., Texas Pacific Group, Evercore METC Capital Partners II, L.P., Banc of America Capital Investors, L.P. and certain of their affiliates, (ii) the payment of a dividend by Services to the Company in the amount of $2.7 billion, (iii) the execution and delivery of a credit agreement providing for term loans in the aggregate principal amounts of $2.8 billion and a revolving credit facility in the amount of $400 million among Services and certain subsidiaries of Services in favor of certain lenders and Bank of America, N.A., as agent, and (iv) the payment of a special $10 per share special dividend by the Company to the holders of the common stock of the Company (collectively, the “FIS Recapitalization Transaction”), certain amendments to the Credit Agreement contemplated by the Second Amendment which were to become effective at the times provided therein were no longer necessary or appropriate. Accordingly, the Third Amendment to Credit Agreement amended certain of the covenants and default provisions contained in the Credit Agreement to account for the FIS Recapitalization Transaction and to eliminate certain provisions that were to subsequently become effective pursuant to the Second Amendment, and to provide for the release of Services, Fidelity Information Services, Inc. and Solutions, from their respective obligations under the subsidiary guaranty of the Credit Agreement.

The foregoing does not constitute a complete summary of the terms of the Third Amendment to Credit Agreement and reference is made to the complete text of this agreement, which is filed as Exhibit 10.2 to this 8-K and incorporated herein by this reference.

Item 8.01 Other Events

On March 9, 2005, Services also completed the issuance of a 25% interest in its common stock to certain affiliates of Thomas H. Lee Partners, L.P., certain affiliates of Texas Pacific Group, Evercore METC Capital Partners II L.P. (“Evercore”) and Banc of America Capital Investors, L.P. (“BOFA”). The purchase price for the shares was $500 million. In connection with the sale, Services agreed to pay certain fees to and expenses of the investors, totaling approximately $41 million. At the closing, Evercore and BOFA also became parties to the Stockholders Agreement and Registration Rights Agreement, as previously described in and filed with our Form 8-K report filed December 29, 2004. However, neither of them will have any governance rights under the Stockholders Agreement. Services used a portion of the proceeds of the minority interest sale to repay all outstanding principal and interest under the Wachovia Credit Agreement.

The complete text of the Stockholders Agreement and the Registration Rights Agreement as executed at the closing are filed as Exhibits 99.2 and 99.3 hereto and incorporated herein by this reference.

3

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1	—	Fidelity National Information Services, Inc. Credit Agreement
Exhibit 10.2	—	Third Amendment to Fidelity National Financial, Inc. Credit Agreement
Exhibit 99.1	—	Form of Fidelity National Information Services, Inc. Option Agreement
Exhibit 99.2	—	Fidelity National Information Services, Inc. Stockholders Agreement
Exhibit 99.3	—	Fidelity National Information Services, Inc. Registration Rights Agreement

4

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIDELITY NATIONAL FINANCIAL, INC.
Dated: March 21, 2005	By:	/s/ Alan L. Stinson
		Alan L. Stinson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Fidelity National Information Services, Inc. Credit Agreement
10.2	Third Amendment to Fidelity National Financial, Inc. Credit Agreement
99.1	Form of Fidelity National Information Services, Inc. Option Agreement
99.2	Fidelity National Information Services, Inc. Stockholders Agreement
99.3	Fidelity National Information Services, Inc. Registration Rights Agreement

EX-10.1

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                   AMENDED & RESTATED STOCK PURCHASE AGREEMENT

                                     BETWEEN

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.,

                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                           THE PURCHASERS NAMED HEREIN

                            DATED AS OF MARCH 8, 2005



                            TABLE OF CONTENTS



                                                                              PAGE
                                                                              ----
                                                                           
ARTICLE I         DEFINITIONS..............................................     3

      1.1         Certain Definitions......................................     3

      1.2         Construction.............................................    11

ARTICLE II        PURCHASE OF SHARES.......................................    11

      2.1         Purchase and Sale of the Shares..........................    12

      2.2         Closing Date.............................................    12

      2.3         Proceedings at Closing...................................    12

      2.4         Use of Proceeds..........................................    12

ARTICLE III       REPRESENTATIONS AND WARRANTIES OF PARENT.................    13

      3.1         Organization and Power...................................    13

      3.2         Authorization............................................    13

      3.3         Consents and Approvals...................................    13

      3.4         No Conflicts.............................................    14

      3.5         Broker's Fees............................................    14

      3.6         Capitalization...........................................    14

      3.7         Subsidiaries and Equity Investments; Joint Ventures......    15

      3.8         Authorization of Securities..............................    16

      3.9         Investment Company Act...................................    16

      3.10        Financial Statements.....................................    16

      3.11        Absence of Undisclosed Liabilities, Indebtedness.........    16

      3.12        Absence of Certain Changes...............................    17

      3.13        Litigation; Orders.......................................    17

      3.14        Compliance with Laws.....................................    17

      3.15        Permits..................................................    17

      3.16        Contracts................................................    18

      3.17        Intellectual Property....................................    18

      3.18        Affiliate Transactions...................................    20

      3.19        Assets and Properties....................................    20

      3.20        Insurance................................................    21


                                       i


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                              PAGE
                                                                              ----
                                                                           
      3.21        Tax Matters..............................................    21

      3.22        Employee Benefit Plans...................................    23

      3.23        Labor and Employment Matters.............................    27

      3.24        Real Property............................................    28

      3.25        Environmental Matters....................................    28

      3.26        Material Customers.......................................    29

      3.27        Corporate Records........................................    30

ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF PURCHASERS.............    30

      4.1         Organization.............................................    30

      4.2         Authorization............................................    30

      4.3         Consents and Approvals...................................    31

      4.4         No Conflicts.............................................    31

      4.5         Brokers' Fees............................................    31

      4.6         Securities Law Matters; Valid Offering...................    31

      4.7         Sufficiency of Funds.....................................    31

ARTICLE V         COVENANTS................................................    31

      5.1         Access to Information....................................    32

      5.2         Conduct of the Business..................................    32

      5.3         Intercompany Agreements..................................    35

      5.4         All Reasonable Efforts; Further Assurances...............    36

      5.5         Approvals................................................    36

      5.6         Public Announcements.....................................    37

      5.7         Notification.............................................    37

      5.8         Exclusivity..............................................    38

      5.9         Confidentiality..........................................    38

      5.10        Transfer Taxes...........................................    38

      5.11        Financial Statements.....................................    38

      5.12        Non-Competition Agreements...............................    39

      5.13        New York State Title Insurance Subsidiary................    39


                                       ii


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                              PAGE
                                                                              ----
                                                                           
      5.14        Certain Business in Certain Counties.....................    40

ARTICLE VI        CONDITIONS PRECEDENT TO CLOSING..........................    40

      6.1         Conditions Precedent to the Company's Obligations........    40

      6.2         Conditions Precedent to Purchasers' Obligations..........    42

ARTICLE VII       CLOSING DELIVERIES.......................................    45

      7.1         Items to Be Delivered by the Company.....................    45

      7.2         Items to Be Delivered by Purchasers......................    46

ARTICLE VIII      SURVIVAL AND INDEMNIFICATION.............................    46

      8.1         Survival of Representations, Warranties, and Covenants...    46

      8.2         Indemnification..........................................    46

      8.3         Deductible; Maximum Liability............................    48

      8.4         Definitions..............................................    49

      8.5         Procedures for Third-Party Claims........................    49

      8.6         Direct Claims............................................    50

      8.7         Sole Remedy..............................................    51

      8.8         Certain Other Matters....................................    51

ARTICLE IX        TERMINATION..............................................    51

      9.1         Termination..............................................    51

      9.2         Effect of Termination....................................    52

ARTICLE X         MISCELLANEOUS............................................    52

      10.1        Amendments...............................................    52

      10.2        Assignment...............................................    52

      10.3        Binding Effect...........................................    53

      10.4        Counterparts.............................................    53

      10.5        Entire Agreement.........................................    53

      10.6        Fees and Expenses........................................    53

      10.7        Governing Law............................................    54

      10.8        Headings.................................................    54

      10.9        Jurisdiction.............................................    54


                                       iii


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                        PAGE
                                                                        ----
                                                                     
10.10       Notices..................................................    54

10.11       No Recourse..............................................    56

10.12       Severability.............................................    56

10.13       Specific Performance.....................................    56

10.14       Third-Party Beneficiaries................................    56

10.15       Waiver...................................................    56

10.16       Purchaser Obligations....................................    57


                                       iv


SCHEDULES

A     Allocation of Purchase Price and Shares

EXHIBITS

A     Non-Competition and Non-Solicitation Agreement
B     Registration Rights Agreement
C     2005 Stock Incentive Plan
D     Stockholders Agreement
E     Financing Term Sheet
F     Management Agreements
G     Intentionally Left Blank
H     Form of Director Indemnification Agreement
I     Promissory Note



                   AMENDED & RESTATED STOCK PURCHASE AGREEMENT

      THIS AMENDED & RESTATED STOCK PURCHASE AGREEMENT (this "Agreement") is
entered into as of March 8, 2005, among Fidelity National Information Services,
Inc., a Delaware corporation (the "Company"), Fidelity National Financial, Inc.,
a Delaware corporation ("Parent"), and each of the Persons listed on Schedule A
attached hereto (collectively, the "Purchasers").

      WHEREAS, certain of the parties hereto entered into that certain Stock
Purchase Agreement, dated as of December 23, 2004 (the "Initial Agreement");

      WHEREAS, the parties hereto desire to amend and restate the initial
Purchase Agreement in order to add (i) Evercore METC Capital Partners II L.P.
("Evercore"), and (ii) Banc of America Capital Investors, L.P. ("BACI") as
Purchasers, and to make certain other changes;

      WHEREAS, on the terms and subject to the conditions set forth herein, the
Company desires to issue and sell to each Purchaser, and each such Purchaser
desires to purchase and acquire from the Company, that number of shares of
common stock, par value $0.0001 per share ("Common Stock"), of the Company, set
forth opposite its name on Schedule A attached hereto.

      WHEREAS, Parent desires that the Company undertake such transactions.

      WHEREAS, the shares of Common Stock to be issued to the Purchasers
hereunder are referred to collectively as the "Shares."

      WHEREAS, prior to the consummation of the sale of the Shares (the
"Transaction"), the Company intends to declare and pay a dividend (the "Parent
Distribution") through distribution of a promissory note (attached hereto as
Exhibit I) from the Company to Parent in the amount of $2.7 billion (the "$2.7
Billion Note").

      WHEREAS, prior to the consummation of the Transaction, Parent may cause
the Company to be recapitalized in a transaction pursuant to which, the Company
will have borrowed up to $2.5 billion (the "Initial Financing") on terms
reasonably comparable to the terms set forth on the financing term sheet
attached hereto as Exhibit E (the "Financing Term Sheet") of which up to $2
billion will be paid by the Company to Parent in partial repayment of the $2.7
Billion Note and accrued interest thereon.

      WHEREAS, immediately prior to the consummation of the Transaction, Parent
may cause the Company to be recapitalized in a transaction pursuant to which,
immediately prior to the Closing, the Company will have borrowed up to a total
(including the Initial Financing) of $3.2 billion (together with the Initial
Financing, the "Financing") on terms reasonably comparable to the terms set
forth on the Financing Term Sheet, and a total of $2.7 billion, plus accrued
interest on the $2.7 Billion Note will have been paid by the Company to Parent
in full repayment of the $2.7 Billion Note and interest thereon.

      WHEREAS, in the event that the Initial Financing shall not have been
consummated prior to the time immediately prior to the consummation of the
Transaction, the Parent may cause the



Company to be recapitalized in a transaction pursuant to which, immediately
prior to the Closing, the Company will have borrowed up to a total of $3.2
billion (and in such event, such borrowing will be deemed hereunder to be the
"Financing") on terms reasonably comparable to the terms set forth on the
Financing Term Sheet, and $2.7 billion, plus accrued interest on the $2.7
Billion Note, will be paid by the Company to Parent in full repayment of the
$2.7 Billion Note and interest thereon.

      WHEREAS, the Company will use the remaining proceeds from the Transaction
and the Financing in the manner set forth herein.

      NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, warranties, covenants, and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                                   Definitions

      1.1   Certain Definitions. The following terms shall have the meanings set
forth below (and such meanings shall be equally applicable to both the singular
and plural form of the terms defined, as the context may require):

      "Affiliate" means, in respect of any Person, any other Person that is
directly or indirectly controlling, controlled by, or under common control with
such Person or any of its Subsidiaries, and the term "control" (including the
terms "controlled by" and "under common control with") means having, directly or
indirectly, the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities or by
contract or otherwise.

      "Affiliated Group" has the meaning ascribed to it in Section 1504(a) of
the Code or any other provision of Law pursuant to which Taxes or Tax Returns
are or may be paid or filed on a consolidated, combined or unitary basis.

      "Amended Company Disclosure Letter" has the meaning ascribed to it in the
preamble to Article III.

      "Annual Combined Financial Statements" has the meaning ascribed to it in
Section 3.10.

      "BACI" has the meaning ascribed to it in the preamble to this Agreement.

      "Board of Directors" has the meaning ascribed to it in Section 6.2(h).

      "Business Day" means any day other than a Saturday, Sunday, or other day
on which banking institutions in the State of New York are authorized or
required by Law to close.

      "Business Restraint" has the meaning ascribed to it in Section 5.5(a).

                                       3


      "Capital Leases" means, in respect of any Person, leases of (or other
agreements conveying the right to use) any property (whether real, personal, or
mixed) by such Person as lessee that, in accordance with GAAP, either would be
required to be classified and accounted for as capital leases on a balance sheet
of such Person or otherwise be disclosed as such in a note to such balance
sheet.

      "Capital Stock" means, in respect of any Person, any shares or other
equivalents (however designated) of any class of corporate stock, partnership
interests, or membership interests in a limited liability company or any other
participations, rights, warrants, options, or other interests in the nature of
an equity interest in such Person, including preferred stock.

      "Closing" has the meaning ascribed to it in Section 2.2.

      "Closing Date" has the meaning ascribed to it in Section 2.2.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Common Stock" has the meaning ascribed to it in the recitals to this
Agreement.

      "Company" has the meaning ascribed to it in the preamble to this
Agreement.

      "Company Documents" has the meaning ascribed to it in Section 3.2.

      "Contractor" means all "preferred" agents, consultants, contractors, and
subcontractors, as tracked by the Company's Contractor Management Office, which
are involved in the development, support, customization, installation,
maintenance or modification of any Intellectual Property of the Company or its
Subsidiaries.

      "Contractor Agreement" means any written agreement between any Contractor
and the Company or its Subsidiaries.

      "Contracts" means oral or written contracts, agreements, indentures,
notes, bonds, loans, instruments, leases, commitments, or other equivalent
arrangements or commitments.

      "Copyrights" means unexpired registrations for copyrighted material duly
issued by the U.S. Copyright Office.

      "Corporate Services" has the meaning ascribed to it in Section 5.3.

      "CTI" has the meaning ascribed to it in Section 5.13(c).

      "Default" has the meaning ascribed to it in Section 3.4.

      "Defaulting Sponsor Group" has the meaning ascribed to it in Section 6.2.

      "DGCL" means the General Corporation Law of the State of Delaware.

                                       4


      "Direct Claim" has the meaning ascribed to it in Section 8.5.

      "Director Indemnification Agreements" mean the indemnification agreements
to be entered into by the Company and each member of the Company's Board of
Directors, in substantially the form attached hereto as Exhibit H.

      "EBITDA" means the combined earnings of the Company and its Subsidiaries
before deduction for interest, income taxes, depreciation and amortization, with
each determined in accordance with GAAP applied consistent with the Company's
past practice.

      "Employee Benefit Plans" has the meaning ascribed to it in Section
3.22(a).

      "Encumbrance" means any security interest, lien, pledge, claim, charge,
encumbrance, right of first offer, right of first refusal, preemptive right,
mortgage, indenture, security agreement or other equivalent agreement,
arrangement, contract, commitment, understanding, or obligation, whether written
or oral, and whether or not relating in any way to credit or the borrowing of
money, other than as imposed by the Transaction Documents.

      "Environmental Costs and Liabilities" means, in respect of any Person, all
Liabilities, obligations, responsibilities, Remedial Actions, losses, damages,
punitive damages, consequential damages, treble damages, costs, and expenses
(including all reasonable fees, disbursements, and expenses of counsel, experts,
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand
by any other Person or in response to any violation of Environmental Law,
whether known or unknown, accrued or contingent, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
to the extent based upon, related to, or arising under or pursuant to any
Environmental Law, Environmental Permit, Order, or Contract with any
Governmental Entity or other Person, that relates to any environmental, health
or safety condition, violation of Environmental Law, or a Release or threatened
Release of Hazardous Materials.

      "Environmental Law" means any Law in any way relating to the protection of
human health and safety, the environment or natural resources, including the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C.
App. Section 1801 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et
seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), and the
Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), as each has
been amended.

      "Environmental Permits" has the meaning ascribed to it in Section 3.25(a).

      "ERISA" has the meaning ascribed to it in Section 3.22(a).

      "ERISA Affiliate" has the meaning ascribed to it in Section 3.22(a).

      "Evercore" has the meaning ascribed to it in the preamble to this
Agreement.

                                       5


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

      "Filed SEC Reports" means the Registration Statement on Form S-1 dated May
26, 2004, as amended through the date hereof, as filed by the Company with the
SEC (but not including the information incorporated by reference therein).

      "Financial Statements" has the meaning ascribed to it in Section 3.10.

      "Financing" has the meaning ascribed to it in the recitals to this
Agreement.

      "Financing Term Sheet" has the meaning ascribed to it in the recitals to
this Agreement.

      "Foreign Plan" has the meaning ascribed to it in Section 3.22(q).

      "Form A Filing" has the meaning ascribed to it in Section 5.13(a).

      "GAAP" has the meaning ascribed to it in Section 3.10.

      "Governmental Entity" means any federal, state, or municipal court or
other governmental department, commission, board, bureau, agency, or
instrumentality, governmental or quasi-governmental, domestic or foreign.

      "Guaranty" shall mean any guaranty of the payment or performance of any
Indebtedness or other obligation and any other equivalent arrangement whereby
credit is extended to one obligor on the basis of any promise of another Person,
whether that promise is expressed in terms of an obligation to pay the
Indebtedness of such obligor, or to purchase an obligation owed by such obligor,
or to purchase goods and services from such obligor pursuant to a take or pay
contract, or to maintain the capital, working capital, solvency, or general
financial condition of such obligor, whether or not any such arrangement is
reflected on the balance sheet of such other Person or referred to in a note
thereto.

      "Hazardous Material" means any substance, material, or waste that is
regulated, classified, or otherwise characterized under or pursuant to any
Environmental Law as "hazardous," "toxic," "pollutant," "contaminant,"
"radioactive," or words of equivalent meaning or effect, including petroleum and
its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea
formaldehyde insulation.

      "HSR Act" has the meaning ascribed to it in Section 3.3.

      "Indebtedness" means, for any Person at the time of any determination,
without duplication, all obligations, contingent or otherwise, of such Person
that, in accordance with GAAP, should be classified upon the balance sheet of
such Person as indebtedness.

      "Indemnifiable Losses" has the meaning ascribed to it in Section 8.4.

      "Indemnitee" has the meaning ascribed to it in Section 8.4.

                                       6


      "Indemnitor" has the meaning ascribed to it in Section 8.4.

      "Indemnity Payment" has the meaning ascribed to it in Section 8.4.

      "Intercompany Agreements" has the meaning ascribed to it in Section 5.3.

      "Interim Balance Sheet" has the meaning ascribed to it in Section 3.10.

      "Interim Period" has the meaning ascribed to it in Section 5.13(c).

      "Intellectual Property" means Marks; Patents; Copyrights; internet domain
names that are registered with a domain name registrar; computer software;
databases; proprietary technology; trade secrets and other confidential
information; proprietary know-how; proprietary processes; formulae; algorithms;
customer lists; source codes; object codes; and, in respect of all of the
foregoing, related confidential data or information.

      "IRS" means the Internal Revenue Service and any governmental body or
agency succeeding to the functions thereof.

      "IT" has the meaning ascribed to it in Section 5.3.

      "Law" means the common law and all federal, state, local, and foreign
laws, rules and regulations, Orders, and other determinations of the United
States, any foreign country, or any domestic or foreign Governmental Entity.

      "Leased Real Property" has the meaning ascribed to it in Section 3.24(a).

      "Liabilities" means all Indebtedness, obligations, and other liabilities
(or contingencies that have not yet become liabilities) of a Person, whether
absolute, accrued, contingent (or based upon any contingency), known or unknown,
fixed or otherwise, or whether due or to become due.

      "LSI" has the meaning ascribed to it in Section 5.5(b).

      "Management Agreements" shall mean those Management Agreements to be
entered into at the Closing by and between the Company and each of THL Managers
V, LLC, TPG GenPar IV, L.P. and Evercore Advisors L.L.C., each in substantially
the form attached as Exhibit F.

      "Marks" means trademarks and service marks (whether registered or
unregistered), trade names and designs, together with all goodwill related to
the foregoing.

      "Material Adverse Effect" means any material adverse effect on: (A) the
business, liabilities, operations or financial position of the Company and its
Subsidiaries, taken as a whole, other than any such effect to the extent it
results from (i) changes in general economic, market or political conditions or
any acts of war or terrorism, (ii) matters generally affecting any of the
industries in which the Company or its Subsidiaries operate, (iii) matters
resulting from the execution, delivery, performance or announcement of any of
the Transaction Documents and the transactions contemplated hereby and thereby,
or (iv) the actions of any of the Purchasers, or (B)

                                       7


the ability of the Company to perform any of its material obligations under any
of the Transaction Documents.

      "Material Contracts" has the meaning ascribed to it in Section 3.16.

      "Material Customers" has the meaning ascribed to it in Section 3.26(a).

      "Multiemployer Plan" has the meaning ascribed to it in Section 3.22(a).

      "Multiple Employer Plans" has the meaning ascribed to it in Section
3.22(a).

      "National Title" has the meaning ascribed to it in Section 5.13(a).

      "Non-Competition Agreement" shall mean that Non-Competition and
Non-Solicitation Agreement to be entered into at the Closing by and between the
Company and Parent, in substantially the form attached as Exhibit A.

      "Non-Disclosure Agreements" shall mean the Non-Disclosure Agreements, by
and among Parent, Bear Stearns Merchant Manager II, LLC, and certain of the
Purchasers or their affiliates, dated as of October 13, 2004.

      "NYSDI" has the meaning ascribed to it in Section 5.5(d).

      "Order" has the meaning ascribed to it in Section 3.4.

      "Owned Real Property" has the meaning ascribed to it in Section 3.24(a).

      "Parent" has the meaning ascribed to it in the preamble.

      "Parent Distribution" has the meaning ascribed to it in the recitals to
this Agreement.

      "Parent's Knowledge" means the actual knowledge of William P. Foley, II,
Al Stinson, Brent Bickett, Peter Sadowski, Tony Park, Dan Murphy, Roger Maloch,
Brian Hershkowitz, Eric Swenson, Todd Johnson, Michael Gravelle, Dan Scheuble,
Hugh Harris, Ernie Smith and Michael Sanchez.

      "Patents" means unexpired patents duly issued by the U.S. Patent and
Trademark Office.

      "PBGC" has the meaning ascribed to it in Section 3.22(d).

      "Permits" has the meaning ascribed to it in Section 3.15.

      "Permitted Encumbrances" means (i) Encumbrances for current Taxes not yet
due and payable, (ii) any materialmen's, mechanics, workmen's, repairmen's,
contractor's, warehousemen's, carrier's, supplier's, vendor's, or equivalent
Encumbrances if payment is not yet due on the underlying obligation, (iii) liens
reflected in the financial statements contained in the Filed SEC Reports, (iv)
statutory or common law liens to secure landlords, lessors, or renters

                                       8


under leases or rental agreements confined to the premises rented, and (v)
deposits or pledges made in connection with, or to secure payment of, worker's
compensation, unemployment insurance, old age pension, or other social security
programs mandated under applicable laws.

      "Person" means any individual, partnership, limited partnership,
corporation, limited liability company, association, joint stock company, trust,
joint venture, unincorporated organization, or Governmental Entity.

      "Products" has the meaning ascribed to it in Section 3.17(g).

      "Purchase Price" has the meaning ascribed to it in Section 2.1.

      "Purchasers" has the meaning ascribed to it in the preamble to this
Agreement.

      "Purchasers Representatives" means, in the case of the Purchasers
affiliated with Thomas H. Lee Equity Fund V, L.P., Thomas M. Hagerty, and in the
case of the Purchasers affiliated with TPG Partners IV, L.P. and TPG Partners
III, L.P., Jonathan Coslet, and in case any individual set forth above is unable
to serve, such other person as a majority in interest of the Purchasers whom
such person represents shall designate as a successor. It is acknowledged by the
parties that any required consent of the Purchasers Representatives hereunder
shall require the consent of each of Thomas M. Hagerty and Jonathan Coslet and
their respective successors, as the case may be.

      "Purchaser Documents" has the meaning ascribed to it in Section 4.2.

      "Purchaser Material Adverse Effect" shall mean a material adverse effect
on the Purchasers' ability to consummate the transactions contemplated hereby.

      "Qualified Plans" has the meaning ascribed to it in Section 3.22(b).

      "Real Property" has the meaning ascribed to it in Section 3.24(a).

      "Registration Rights Agreement" shall mean that Registration Rights
Agreement to be entered into at the Closing by and among the Company, the
Purchasers and Parent, in substantially the form attached as Exhibit B.

      "Related Persons" has the meaning ascribed to it in Section 3.18.

      "Relationships" has the meaning ascribed to it in Section 5.3.

      "Release" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor
environment, or into or out of any property.

      "Remedial Action" means all actions to (i) clean up, remove, treat, or in
any other way address any Hazardous Material, (ii) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment,

                                       9


(iii) perform pre-remedial studies and investigations or post-remedial
monitoring and care, or (iv) correct a condition of noncompliance with
Environmental Laws.

      "Restraint" has the meaning ascribed to it in Section 6.1(d).

      "SEC" means the U.S. Securities and Exchange Commission and any
governmental body or agency succeeding to the functions thereof.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Separation Agreements" has the meaning ascribed to it in Section 5.3.

      "Shares" has the meaning ascribed to it in the recitals to this Agreement.

      "Sponsor Group" shall mean either (i) Thomas H. Lee Equity Fund V, L.P.,
Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas
H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam
Investments Employees' Securities Company I, LLC, and Putnam Investments
Employees' Securities Company II, LLC, collectively, or (ii) TPG Partners III,
L.P., TPG Parallel III, L.P., TPG Investors III, L.P., FOF Partners III, L.P.,
FOF Partners III-B, L.P., TPG Dutch Parallel III, C.V. and TPG Partners IV,
L.P., collectively.

      "State Interim Period" has the meaning ascribed to it in Section 5.13(c).

      "Stock Incentive Plan" means the Company's 2005 Stock Incentive Plan, in
substantially the form attached as Exhibit C.

      "Stockholders Agreement" shall mean that Stockholders Agreement to be
entered into at the Closing by and among the Company, the Purchasers and Parent,
in substantially the form attached as Exhibit D.

      "Subsidiary" means, in respect of any Person, any Person in which such
first Person, directly or indirectly, beneficially owns more than 50% of either
the equity interest in, or the voting control of, such Person, whether or not
existing on the date hereof.

      "Tax Returns" means all returns, declarations, reports, estimates,
information returns and statements required to be filed or actually filed in
respect of any Taxes.

      "Taxes" means (i) all federal, state, local, or foreign taxes, charges,
fees, imposts, levies, or other assessments, including, all net income, gross
receipts, capital, sales, use, ad valorem, value added, transfer, franchise,
profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation, property,
and estimated taxes, customs duties, fees, assessments, and charges of any kind
whatsoever, (ii) all interest, penalties, fines, additions to tax, or additional
amounts imposed by any taxing authority in connection with any item described in
clause (i), and (iii) any liability in respect of any items described in clauses
(i) and/or (ii) payable by reason of contract, assumption, transferee liability,

                                       10


operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or
successor thereof or any analogous or similar provision of Law) or otherwise.

      "Third Party Claims" has the meaning ascribed to it in Section 8.3.

      "THL" means Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund
V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited
Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees'
Securities Company I, LLC, and Putnam Investments Employees' Securities Company
II, LLC, collectively.

      "Title Plant" has the meaning ascribed to it in Section 5.3.

      "TPG" means TPG Partners III, L.P., TPG Parallel III, L.P., TPG Investors
III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch Parallel
III, C.V. and TPG Partners IV, L.P., collectively.

      "Transaction" has the meaning ascribed to it in the recitals to this
Agreement.

      "Transaction Documents" means, collectively, this Agreement, the
Stockholders Agreement, the Registration Rights Agreement, the Intercompany
Agreements, the Non-Competition Agreement, the Management Agreements, the
Director Indemnification Agreements and each other document, instrument,
certificate, or agreement to be executed by the parties to effect the
transactions contemplated by this Agreement.

      "Unaudited Financial Statements" has the meaning ascribed to it in Section
3.10.

      1.2   Construction.

            (a)   All references to "Articles," "Sections," "Schedules," and
      "Exhibits" contained in this Agreement are, unless specifically indicated
      otherwise, references to articles, sections, schedules, or exhibits of or
      to this Agreement.

            (b)   As used in this Agreement, the following terms shall have the
      meanings indicated: (i) "day" means a calendar day; (ii) "U.S." or "United
      States" means the United States of America; (iii) "dollar" or "$" means
      lawful currency of the United States; (iv) "including" or "include" means
      "including without limitation"; and (v) references in this Agreement to
      specific Laws (such as the DGCL, the Code, and ERISA), or to specific
      sections or provisions of Laws, apply to the respective U.S. or state Laws
      that bear the names so specified and to any succeeding Law (which now has
      a new section number, code number or other designation that is different
      from that used herein and is in existence on the date hereof), section, or
      provision corresponding thereto and the rules and regulations promulgated
      thereunder.

                                       11


                                   ARTICLE II
                               Purchase of Shares

      2.1   Purchase and Sale of the Shares. On the terms and subject to the
conditions set forth herein, on the Closing Date, the Company shall issue, sell,
and deliver to each Purchaser, and each Purchaser, severally and not jointly,
shall purchase and acquire from the Company, the number of Shares listed
opposite its name on Schedule A attached hereto for the consideration set forth
opposite such Purchaser's name on Schedule A attached hereto. The aggregate
consideration to be paid to the Company by the Purchasers for the Shares shall
be equal to Five Hundred Million Dollars ($500,000,000) (the "Purchase Price.")
The Purchase Price shall be paid by one or more wire transfers of immediately
available funds to the Company's account designated to the Purchasers in writing
no later than two (2) business days before the Closing.

      2.2   Closing Date. The closing of the Transaction (the "Closing") shall
take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153, at 10:00 a.m., local time, as promptly as practicable
following the date on which all of the conditions contained in Article VI have
been satisfied or waived, as applicable, or at such other place, time, or date
as may be mutually agreed to in writing by Purchasers Representatives and the
Company. The date of the Closing is referred to herein as the "Closing Date."

      2.3   Proceedings at Closing. All actions to be taken and all documents to
be executed and delivered by the Company in connection with the consummation of
the transactions contemplated at the Closing shall be reasonably satisfactory in
form and substance to Purchasers Representatives and their counsel, and all
actions to be taken and all documents to be executed and delivered by Purchasers
in connection with the consummation of the transactions contemplated at the
Closing shall be reasonably satisfactory in form and substance to the Company
and its counsel. All actions to be taken and all documents to be executed and
delivered by all parties hereto at the Closing shall be deemed to have been
taken and executed and delivered simultaneously, and no action shall be deemed
taken nor any document executed or delivered until all have been taken,
executed, and delivered. At the Closing, (i) the Company shall deliver to
Purchasers the items in Section 7.1 and (ii) Purchasers shall deliver to the
Company the items described in Section 7.2.

      2.4   Use of Proceeds. The Company will use the proceeds received from the
Initial Financing and the Financing to (i) repay at or prior to the Closing, all
the Company's Indebtedness for borrowed money existing immediately prior to the
Initial Financing or the Financing, as the case may be (other than with respect
to Capital Leases), (ii) pay all expenses of the Company or its Subsidiaries
incurred in connection with the negotiation and consummation of the Initial
Financing and the Financing (including the associated fees of the lenders),
(iii) fund at least $30.0 million of additional cash to the Company's balance
sheet, and (iv) pay to Parent up to $2 billion of proceeds from the Initial
Financing and a total of $2.7 billion, plus accrued interest on the $2.7 Billion
Note, of proceeds from the Financing in full repayment of the $2.7 Billion Note
and interest thereon. The Company will use the proceeds received from the
Transaction to (i) repay all the Company's Indebtedness for borrowed money
existing immediately prior to the Closing (other than with respect to Capital
Leases and $2.8 billion of the Financing), and (ii) pay all expenses of the
Company and the Purchasers incurred in connection with the negotiation and
consummation of the Transaction at the Closing (including the amounts due under
Section 2(a) of the Management Agreements), and (iii) fund at least $40 million
of additional cash to the Company's balance sheet.

                                       12


                                  ARTICLE III
                    Representations and Warranties of Parent

      Except as disclosed in (i) the Filed SEC Reports or (ii) the amended and
restated disclosure letter delivered by Parent to the Purchasers concurrently
with the execution of this Agreement (the "Amended Company Disclosure Letter)
(it being agreed, that any disclosure therein with respect to any particular
section of the Agreement shall not be deemed disclosure with respect to another
section of the Agreement and no disclosure in any SEC Filed Report shall be
deemed disclosed for purposes hereof, unless, in each case, the applicability of
such disclosure to the subject matter of such section is clear from a reasonable
reading of such disclosure or listing in such section), the Parent hereby makes
the following representations and warranties to the Purchasers, each of which
was true and correct as of the date of the Initial Agreement:

      3.1   Organization and Power. Parent, the Company and each of the
Company's Subsidiaries is a corporation duly incorporated, validly existing, and
in good standing under the Laws of the jurisdiction of its incorporation. The
Company and each of its Subsidiaries has the requisite corporate power and
authority to own, lease, or otherwise hold the assets and properties owned,
leased, or otherwise held by it and necessary to carry on its business as
presently conducted. The Company and each of its Subsidiaries is in good
standing and is duly qualified to conduct business as a foreign corporation in
each jurisdiction in which the nature of its business or the ownership of
property make such qualification necessary, except where the failure to be so
qualified would not reasonably be expected to have a Material Adverse Effect.

      3.2   Authorization. Each of Parent and the Company has the requisite
corporate power to execute and deliver this Agreement and each other Transaction
Document to be executed by it in connection with the consummation of the
transactions contemplated hereby (the "Company Documents") and to perform its
obligations hereunder and thereunder. The execution and delivery by the Company
and Parent of this Agreement and each Company Document to which it is a party
and the performance by each of them of its obligations hereunder and thereunder
have been (or at the time of execution will be) duly authorized by all necessary
corporate action on its part. This Agreement has been (and each Company Document
to which it is a party will be) duly executed and delivered by duly authorized
officers of each of the Company and Parent and, assuming the due execution and
delivery of this Agreement and each Company Document by the other party or
parties hereto or thereto, this Agreement and each Company Document to which it
is a party shall constitute valid and binding obligations of the Company and
Parent enforceable against the Company and Parent in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other equivalent Laws affecting the enforcement
of creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).

      3.3   Consents and Approvals. Except as would not reasonably be expected
to have a Material Adverse Effect, no consent, approval, waiver, order, or
authorization of, or registration, declaration, or filing with, or notice to,
any Governmental Entity (including any consent, approval, waiver, or
authorization in respect of any Contract or Permit) is required to be obtained
or made by or in respect of Parent, the Company or any of the Company's
Subsidiaries in

                                       13


connection with the execution and delivery of this Agreement or any Company
Document by the Company or Parent, the performance by the Company or Parent of
its obligations hereunder and thereunder or the consummation of the transactions
contemplated hereby or thereby, other than (i) if required, the filing of a Form
D with the SEC and any applicable state securities regulatory authorities, (ii)
the filing of premerger notification and report forms under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), or (iii) any required filings or approvals with insurance authorities in
New York State.

      3.4   No Conflicts. The execution and delivery of this Agreement does not
(and of each Company Document will not), and neither the performance by the
Company or Parent of its obligations hereunder and thereunder, nor the
consummation of the Financing or the transactions contemplated hereby and
thereby, will, (i) conflict with the Certificate of Incorporation or bylaws of
the Company or Parent, as the case may be, (ii) except as would not reasonably
be expected to have a Material Adverse Effect, conflict with, result in any
violation of, constitute a default (with or without notice, lapse of time, or
both (a "Default")) under, or give rise to a right of termination, cancellation,
or acceleration of, or any obligation or to loss of a benefit under, any
Contract, or any contract or agreement that is material to the business, assets,
financial condition or results of operation of the Company and its Subsidiaries,
taken as a whole, (iii) violate, constitute a Default under, or cause the
forfeiture, impairment, non-renewal, revocation, or suspension of any Permit,
(iv) violate any citation, order, judgment, decree, writ, or injunction
("Order") of any Governmental Entity applicable to Parent, the Company or any of
the Company's Subsidiaries, (v) violate any Law applicable to Parent, the
Company or any of the Company's Subsidiaries, or (vi) except as would not
reasonably be expected to have a Material Adverse Effect, result in the creation
of any Encumbrance upon any of the assets or properties of Parent, the Company
or the Company's Subsidiaries.

      3.5   Broker's Fees. No agent, broker, finder, investment banker,
financial advisor, or other equivalent Person will be entitled to any fee,
commission, or other compensation in connection with the transactions
contemplated by this Agreement on the basis of any act or statement made or
alleged to have been made by the Company, Parent or any of their respective
Affiliates or Representatives, except for the fees and expenses of Stephens
Inc., which fees and expenses will be paid out of proceeds from this Transaction
in accordance with Section 2.4 hereof.

      3.6   Capitalization.

            (a)   The authorized Capital Stock of the Company consists of
      400,000,000 shares of Common Stock, of which 1,000 are issued and
      outstanding as of the date hereof. All of the issued and outstanding
      shares of Capital Stock of the Company are duly authorized, validly
      issued, fully paid, and nonassessable, and were not issued in violation of
      any preemptive rights or any federal or state securities Laws, and are
      owned beneficially and of record by Parent. Immediately after the Closing,
      but prior to the issuance of any shares of Common Stock under the Stock
      Incentive Plan, the Shares will constitute 25 % of the outstanding Common
      Stock of the Company on a fully diluted basis.

                                       14


            (b)   There are no outstanding options, warrants, and other
      equivalent rights to purchase Capital Stock of the Company. There are (i)
      no authorized or outstanding securities, rights (preemptive or other),
      subscriptions, calls, commitments, warrants, options, or other agreements
      that give any Person the right to purchase, subscribe for, or otherwise
      receive or be issued Capital Stock of the Company or any security
      convertible into or exchangeable or exercisable for Capital Stock of the
      Company, (ii) no outstanding debt or equity securities of the Company that
      upon the conversion, exchange, or exercise thereof would require the
      issuance, sale, or transfer by the Company of any new or additional
      Capital Stock of the Company (or any other securities of the Company
      which, whether after notice, lapse of time, or payment of monies, are or
      would be convertible into or exchangeable or exercisable for Capital Stock
      of the Company), (iii) no agreements or commitments obligating the Company
      to repurchase, redeem, or otherwise acquire Capital Stock or other
      securities of the Company or its Subsidiaries, and (iv) no outstanding or
      authorized stock appreciation rights, phantom stock, stock rights, or
      other equity-based interests in respect of the Company. The Company has
      not issued any voting indebtedness.

            (c)   There is no proxy, stockholders agreement, voting trust, or
      other agreement or understanding to which the Company, Parent, or to
      Parent's Knowledge, any other Person, is a party or by which it is bound
      relating to the voting of any shares of Capital Stock of the Company.

      3.7   Subsidiaries and Equity Investments; Joint Ventures.

            (a)   Schedule 3.7 sets forth the name, jurisdiction of
      incorporation, and the Company's percentage ownership interest of Capital
      Stock for each direct and indirect Subsidiary of the Company. The Company
      does not, directly or indirectly, own any Capital Stock of any Person
      other than the Subsidiaries set forth on Schedule 3.7. The Company is not
      a direct or indirect participant in any material joint venture or other
      equivalent arrangement.

            (b)   The outstanding shares of Capital Stock of each Subsidiary of
      the Company are duly authorized, validly issued, fully paid, and
      non-assessable, have not been issued in violation of any preemptive
      rights, and are owned of record and beneficially, directly or indirectly,
      by the Company, free and clear of all Encumbrances.

            (c)   There are (i) no authorized or outstanding securities, rights
      (preemptive or other), subscriptions, calls, commitments, warrants,
      options, or other agreements that give any Person the right to purchase,
      subscribe for, or otherwise receive or be issued Capital Stock of any
      Subsidiary of the Company or any security convertible into or exchangeable
      or exercisable for Capital Stock of any Subsidiary of the Company, (ii) no
      outstanding debt or equity securities of the Company or its Subsidiaries
      that upon the conversion, exchange, or exercise thereof would require the
      issuance, sale, or transfer by the Company or its Subsidiaries of any new
      or additional Capital Stock of any Subsidiary of the Company (or any other
      securities, which, whether after notice,

                                       15


      lapse of time, or payment of monies, are or would be convertible into or
      exchangeable or exercisable for Capital Stock of any Subsidiary of the
      Company), (iii) no agreements or commitments obligating any Subsidiary of
      the Company to repurchase, redeem, or otherwise acquire Capital Stock or
      other Securities of the Company or its Subsidiaries and (iv) no
      outstanding or authorized stock appreciation rights, phantom stock, stock
      rights, or stock based interests in respect of any Subsidiary of the
      Company. No Subsidiary of the Company has issued any voting indebtedness.

      3.8   Authorization of Securities. When issued in accordance with the
terms of this Agreement, the Shares will be duly authorized, validly issued,
fully paid and nonassessable, free and clear of all Encumbrances.

      3.9   Investment Company Act. The Company is not, and after giving effect
to the issuance of the Shares and the application of the proceeds thereof will
not be, an "investment company" within the meaning of Investment Company Act of
1940, as amended.

      3.10  Financial Statements. Prior to the date of the Initial Agreement,
the Company provided to TPG and THL (i) the annual combined balance sheets of
the Company and its Subsidiaries as of December 31, 2003 and 2002 and the
related combined statements of earnings, equity and comprehensive earnings and
cash flows for each of the years in the three-year period ended December 31,
2003 (the "Annual Combined Financial Statements"), together with the notes
thereto, and the draft report of KPMG LLP thereon which includes a legend
indicating that certain transactions would have to be completed before KPMG LLP
would be in a position to issue the draft report in final form, and (ii) the
unaudited combined balance sheet of the Company and its Subsidiaries as at June
30, 2004 reviewed by KPMG LLP (the "Interim Balance Sheet"), and the related
combined statements of earnings and cash flows, for the six (6) month period
then ended, the "Unaudited Financial Statements"). The Unaudited Financial
Statements, together with the Annual Combined Financial Statements are referred
to as the "Financial Statements". The Financial Statements have been prepared in
accordance with U.S. generally accepted accounting principles consistently
applied ("GAAP") and fairly present the combined financial condition, assets and
liabilities, results of operations, cash flows, and changes in equity and
comprehensive earnings of the Company and its Subsidiaries as of the dates, and
for the periods, indicated therein, subject in the case of the Unaudited
Financial Statements to lack of footnotes and a statement of changes in equity
and comprehensive earnings and normal year end adjustments that will not be
material. Since June 30, 2004, there has not been any change of the Company's
accounting principles, methods, or policies except as required by GAAP or as
would not reasonably be expected to have a Material Adverse Effect. The results
and accounts of the entities listed on disclosure Schedule 3.10 are included in
the Financial Statements, but have been excluded from the final formation of the
Company and its Subsidiaries and are therefore, not subject to the terms of this
Transaction.

      3.11  Absence of Undisclosed Liabilities, Indebtedness. The Company and
its Subsidiaries have no Liabilities that are required to be reflected in,
reserved against, or otherwise described in a balance sheet (or the notes
thereto) prepared in accordance with GAAP except (i) those Liabilities provided
for or reserved against in the Financial Statements (or set forth in the notes
thereto), (ii) Liabilities arising in the ordinary course of business consistent
with past

                                       16



practice since June 30, 2004, and (iii) Liabilities under this Agreement.
Immediately after the Closing, other than the Indebtedness for borrowed money
incurred in connection with the Financing and other than with respect to Capital
Leases, neither the Company nor any of its Subsidiaries will have any
Indebtedness.

      3.12  Absence of Certain Changes. Except as set forth in the Unaudited
Financial Statements and except as contemplated by the Financing, since June 30,
2004, neither the Company nor any of its Subsidiaries has: (i) terminated or
suffered any material amendment of any Material Contract; (ii) suffered any
event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect; (iii) other than in the ordinary course of business
consistent with past practice, increased the salaries or other compensation of,
or made any advance or loan to, any of its current or former directors or
executive officers or made any increase in, or any addition to, other benefits
to which any of its current or former directors or executive officers may be
entitled; (iv) (other than the $2.7 Billion Note) declared, set aside, or paid
any dividend or made or agreed to make any other distribution or payment in
respect of its Capital Stock or redeemed, purchased, or otherwise acquired or
agreed to redeem, purchase, or acquire any of its Capital Stock or other
securities; (v) waived any right of material value to the Company or its
Subsidiaries; or (vi) incurred any Indebtedness (other than the $2.7 Billion
Note).

      3.13  Litigation; Orders. There is no claim or judicial or administrative
action, suit, proceeding, or investigation pending or, to Parent's Knowledge,
threatened (i) that questions the validity of this Agreement or any other
Transaction Document, the performance by the Company or Parent of the
obligations to be performed by it hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, or (ii) except as would not
reasonably be expected to have a Material Adverse Effect, relating to the
business of the Company or any of its Subsidiaries (as now conducted or as
proposed to be conducted) or materially affecting the Company or any of its
Subsidiaries or any of their respective assets or properties. There is no
material Order of any Governmental Entity binding on the Company, any of its
Subsidiaries, or any of their respective assets or properties.

      3.14  Compliance with Laws. The Company and each of its Subsidiaries has
complied in all material respects with each Law and Order binding on it or on
any of its assets or properties and is not currently in material violation of
any such Law or Order, and there have been no notices or Orders of noncompliance
issued to the Company of any of its Subsidiaries under or in respect of any such
Law.

      3.15  Permits. The Company and each of its Subsidiaries owns, holds,
possesses, or lawfully uses in its business all approvals, authorizations,
certifications, franchises, licenses, permits, and equivalent authorities
("Permits") that are necessary for the conduct of their business as currently
conducted or the ownership and use of their assets or properties, in compliance
with all Laws, except for those Permits the failure to obtain or loss of which
would not reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries is in Default under, or has received any
notice of any claim of Default in respect of, any such Permits, except as would
not reasonably be expected to have a Material Adverse Effect. To Parent's
Knowledge, all such Permits are renewable by their respective terms in the
ordinary

                                       17



course of business without the need to comply with any special qualification
procedures or to pay any amounts other than routine filing fees.

      3.16  Contracts. Schedule 3.16 sets forth all of the following Contracts
to which the Company or any of its Subsidiaries is a party or by which it is
bound (the "Material Contracts"): (i) Contracts with any labor union or
association representing any employee of the Company or any of its Subsidiaries;
(ii) Contracts for the sale of any of the assets of the Company or any of its
Subsidiaries other than in the ordinary course of business or for the grant to
any Person of any preferential rights to purchase any of their assets; (iii)
Contracts containing covenants of the Company or any of its Subsidiaries not to
compete in any line of business or with any Person in any geographical area;
(iv) Contracts granting any registration or similar right in respect of
securities of the Company or any of its Subsidiaries, and (v) Contracts pursuant
to which the Company or any of its Subsidiaries acquired the capital stock or
assets of another entity and which contain earn-out provisions relating to such
acquisition requiring the Company or any of its Subsidiaries to make payments in
the future in excess of $250,000 individually or $750,000 in the aggregate. All
of the Contracts to which the Company or any of its Subsidiaries is a party or
by which it is bound are in full force and effect and are the legal, valid, and
binding obligations of the Company and/or its Subsidiaries, enforceable against
them in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, and equivalent Laws affecting creditors'
rights and remedies generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). Neither the Company nor any of its Subsidiaries
is in default, except as would not reasonably be expected to have a Material
Adverse Effect, in any respect under any Contract of the Company and its
Subsidiaries, nor, to Parent's Knowledge, is any other party to any such
Contract in default thereunder in any respect.

      3.17  Intellectual Property.

            (a)   Schedule 3.17(a) sets forth an accurate and complete list of
      all material Patents, registered Marks, pending applications for
      registrations of any Marks, registered Copyrights, and pending
      applications for registration of Copyrights, owned or filed by the Company
      or any of its Subsidiaries.

            (b)   The Company or its Subsidiaries is the sole and exclusive
      owner of all right, title and interest in and to all of the Patents, the
      registered Marks, and each of the registered Copyrights and pending
      applications filed by the Company or its Subsidiary therefor, and each of
      the other Copyrights in any works of authorship prepared by or for the
      Company or its Subsidiary that resulted from or arose out of any work
      performed by or on behalf of the Company or by any employee, officer,
      consultant or contractor of any of them. To Parent's Knowledge and except
      as would not reasonably be expected to have a Material Adverse Effect, the
      Company and its Subsidiaries is the sole and exclusive owner of, or has
      valid and continuing rights to use, sell or license, as the case may be,
      all other Intellectual Property used, sold or licensed by the Company or
      its Subsidiaries in their businesses as presently conducted, free and
      clear of all Encumbrances.

                                       18



            (c)   To Parent's Knowledge, and except as would not reasonably be
      expected to have a Material Adverse Effect, the Intellectual Property
      owned, used, practiced or otherwise commercially exploited by the Company
      or its Subsidiaries in connection with their businesses as presently
      conducted (the "Company Intellectual Property") do not constitute an
      unauthorized use or misappropriation of any Patent, Copyright, trade
      secret or other equivalent right, of any Person and do not infringe,
      constitute an unauthorized use of, or violate any other right of any
      Person. The Intellectual Property owned by or licensed to the Company or
      its Subsidiaries, or as to which the Company or its Subsidiaries otherwise
      possess valid and continuing rights for use, includes all of the material
      intellectual property rights necessary to enable the Company and its
      Subsidiaries to conduct their businesses in the manner in which such
      businesses are currently being conducted.

            (d)   Neither the Company, nor any of its Subsidiaries: (i) is a
      party to any suit, action or proceeding which involves a claim of
      infringement or misappropriation of any Patent, Copyright or trade secret
      right by the Company or any of its Subsidiaries against any third party;
      (ii) has provided written notice to any third party alleging infringement
      or misappropriation of the Company's and its Subsidiaries' Patents,
      Copyrights or trade secrets; (iii) is a party to any suit, action or
      proceeding which involves a claim of infringement or misappropriation of
      any Patent, Copyright or trade secret by a third party against the Company
      or any of its Subsidiaries; (iv) except as would not reasonably be
      expected to have a Material Adverse Effect, has received any written
      notice from any third party alleging infringement or misappropriation of
      such third party's Patents, Copyrights or trade secrets. To Parent's
      Knowledge and except as would not reasonably be expected to have a
      Material Adverse Effect, the manufacturing, marketing, licensing, use or
      sale of the products or the performance of the services offered by the
      Company and its Subsidiaries in the ordinary course of its respective
      businesses as presently conducted do not currently infringe, and have not
      infringed, upon any Patent, Copyright or trade secret right of any third
      party.

            (e)   No trade secret or any other non-public, proprietary
      information material to the Business as presently conducted has been
      authorized to be disclosed or, to Parent's Knowledge, has been actually
      disclosed by the Company or any of its Subsidiaries to any employee or any
      third party other than pursuant to a non-disclosure agreement or
      employment policy restricting the disclosure and use of such trade secret
      or non-public proprietary information. Except as would not reasonably be
      expected to have a Material Adverse Effect, the Company and its
      Subsidiaries have taken adequate security measures to protect the secrecy
      and confidentiality of all trade secrets and any other material
      confidential information of the Company and its Subsidiaries which
      measures are reasonable in the industry in which the Company and its
      Subsidiaries operate.

            (f)   The Company and its Subsidiaries have not received written
      notice from any current or prior officers, employees, or Contractors of
      the Company and its Subsidiaries claiming any ownership interest in any
      Company Intellectual Property as a

                                       19



      result of having been involved in the development of such property while
      employed by or performing services for the Company or its Subsidiaries.

            (g)   Except as would not reasonably be expected to have a Material
      Adverse Effect, the Company's unmodified version of its material software
      that is marketed and licensed by the Company and its Subsidiaries to its
      customers (the "Products") conforms in all material respects with the
      documentation prepared, marketed and licensed by the Company in respect of
      such Products. Except as would not reasonably be expected to have a
      Material Adverse Effect: (i) there are no defects, malfunctions or
      nonconformities in the unmodified version of the Products that cause the
      unmodified version of the Products, as properly installed, not to perform
      the material functions for which they are intended, on the whole, as
      provided in the Company's documentation, and (ii) there are no errors in
      any documentation, specifications, manuals, and user guides associated
      with or used or produced in the development, maintenance or marketing of
      the Company Intellectual Property.

      3.18  Affiliate Transactions. Except as contemplated by the Intercompany
Agreements, and except for arrangements between the Parent or its Subsidiaries
(other than the Company and its Subsidiaries) on the one hand, and the Company
and its Subsidiaries on the other hand, which do not involve payments by any
party of more than $500,000 annually in the aggregate and which do not restrict
the ability of the Company and its Subsidiaries to engage in any line of
business in any geographic area, no stockholder, officer, or director of the
Company or any of its Subsidiaries, or to Parent's Knowledge, any member of his
or her immediate family, or any Person controlled by any of the foregoing
Persons (collectively, "Related Persons") (i) owes any amount to the Company or
any of its Subsidiaries nor does the Company or any of its Subsidiaries owe any
amount (other than employment compensation or benefits), or has it committed to
make any loan or extend or guarantee credit to or for the benefit of, any
Related Person, (ii) has made any claim or cause of action or any action, suit,
or proceeding whatsoever against the Company or any of its Subsidiaries, (iii)
to Parent's Knowledge, (other than through stock ownership in a public company)
has any direct or indirect ownership interest in, or is an officer, director,
employee, consultant, or agent of, any Person that has a business relationship
with the Company (or any of its Subsidiaries) or that competes with the Company
or any of its Subsidiaries, or (iv) owns, directly or indirectly, in whole or in
part, any real property, leasehold interests, or other property or any Permits,
the use of which is necessary for the conduct of the business of the Company or
its Subsidiaries as currently conducted and as proposed to be conducted. To the
Company's Knowledge, no Related Person has any direct or indirect (other than
through stock ownership in a public company) interest in any Contract to which
the Company or its Subsidiaries is a party or by which it is bound.

      3.19  Assets and Properties. The Company and each of its Subsidiaries has
good and marketable title to its assets and properties, and a valid leasehold
interest in leasehold estates, free and clear of all Encumbrances, other than
(i) Permitted Encumbrances and (ii) those that have arisen in the ordinary
course of business consistent with past practice and that do not materially
impair the ownership or use of such assets or properties. Such assets and
properties are in such operating condition and repair as is suitable for the
uses for which they are used in the business of the Company and its
Subsidiaries, are not subject to any condition which materially interferes

                                       20



with the use thereof by the Company or its Subsidiaries, as the case may be,
and, together with rights under the Intercompany Agreements, constitute all
assets, properties, interests in properties and rights necessary to permit the
Company and its Subsidiaries to carry on their business after the Closing
substantially as conducted by the Company and its Subsidiaries prior thereto.

      3.20  Insurance. The Company and each of its Subsidiaries has in full
force and effect all insurance policies, with coverage, in customary amounts
(subject to reasonable deductibles), sufficient to provide adequate insurance
coverage for all of the assets and properties of the Company and its
Subsidiaries for all material risks in compliance with all applicable Laws,
Orders, and Permits. There are no pending claims against any such insurance
policy as to which the insurers have denied liability.

      3.21  Tax Matters.

            (a)   (i) All income, franchise and other material Tax Returns
      required to be filed by or with respect to the Company, any of its
      Subsidiaries or any Affiliated Group of which the Company or any of its
      Subsidiaries is or was a member have been properly prepared and duly and
      timely filed with the appropriate taxing authorities in all jurisdictions
      in which such Tax Returns are required to be filed (after giving effect to
      any valid extensions of time in which to make such filings); (ii) all
      amounts of Taxes due and payable by or with respect to the Company, any of
      its Subsidiaries or any Affiliated Group of which the Company or any of
      its Subsidiaries is or was a member for any periods prior to (A) the date
      of this Agreement have been fully and timely paid or accrued on the
      consolidated balance sheet of the Company and its Subsidiaries dated
      November 30, 2004 previously delivered by Parent to Purchasers and
      attached hereto as Schedule 3.21(a)(ii)(A), and (B) the last day of the
      month immediately preceding the Closing Date will have been fully and
      timely paid or accrued in the financial statements delivered to Purchasers
      pursuant to Section 5.11 (provided that such accruals are made consistent
      with past practice, in accordance with GAAP and reflect only Taxes
      properly allocable to the Company and its Subsidiaries (as opposed to
      those allocable to Parent and its Subsidiaries other than the Company and
      its Subsidiaries), unless being contested in good faith by the Company or
      its Subsidiaries (such contested matters and the exposure thereunder as of
      the date of the Initial Agreement are set forth on Schedule 3.21(a) and
      such contested matters arising after the date of the Initial Agreement and
      prior to the Closing Date shall be adequately reserved for in the
      financial statements delivered to Purchasers pursuant to Section 5.11);
      and (iii) with respect to any taxable period prior to the Closing Date for
      which (A) Tax Returns have not yet been filed, or (B) Taxes not yet due or
      owing, the Company and its Subsidiaries will have made due and sufficient
      current accruals for any such Taxes on the financial statements delivered
      to Purchasers pursuant to Section 5.11.

            (b)   The Company and each of its Subsidiaries have complied in all
      material respects with all applicable Laws relating to the payment and
      withholding of Taxes and have duly and timely withheld from employee
      salaries, wages, other compensation, and other amounts of Taxes and have
      paid over to the appropriate taxing authorities all

                                       21



      amounts required to be so withheld and paid over for all periods
      (including portions thereof) ending on or prior to the Closing Date under
      all applicable Laws.

            (c)   The Company has delivered or made available to Purchasers true
      and complete copies of (i) all federal, state, local, and foreign income
      and franchise Tax Returns of the Company and each of its Subsidiaries (or,
      in the case of Tax Returns filed for an Affiliated Group, the portion of
      such consolidated Tax Returns relating to the Company and its
      subsidiaries) relating to the taxable periods since December 31, 2000, and
      (ii) any audit report issued within the last three years relating to Taxes
      due from or in respect of the Company or any of its Subsidiaries.

            (d)   To Parent's Knowledge, with respect to the Company and its
      Subsidiaries no claim has been made by a taxing authority in a
      jurisdiction where the Company or any of its Subsidiaries does not file a
      type of Tax Return such that it is or may be subject to that type of Tax
      in that jurisdiction.

            (e)   To Parent's Knowledge, with respect to the Company and its
      Subsidiaries, there are no current audits or investigations by any taxing
      authority in progress, nor has the Company or any of its Subsidiaries
      received written notice from any taxing authority that it intends to
      conduct such an audit or investigation. No agreement, waiver or other
      document or arrangement extending or having the effect of extending the
      period for assessment or collection of Taxes (including any applicable
      statute of limitation), has been executed or filed with the IRS or any
      other taxing authority by or on behalf of the Company or any of its
      Subsidiaries and no power of attorney in respect of any Tax matter is
      currently in force.

            (f)   Neither the Company, any of its Subsidiaries nor any other
      Person on any of their behalf has (i) agreed to or is required to make any
      adjustments pursuant to Section 481(a) of the Code or any similar
      provision of Law by reason of a change in accounting method initiated by
      the Company or any of its Subsidiaries or has any knowledge that the IRS
      or any other taxing authority has proposed any such adjustment or change
      in accounting method, or has any application pending with any taxing
      authority requesting permission for any changes in accounting methods that
      relate to the business or operations of the Company or any of its
      subsidiaries, or (ii) executed or entered into a closing agreement
      pursuant to Section 7121 of the Code or any predecessor provision thereof
      or any similar provision of Law in respect of the Company or any of its
      Subsidiaries.

            (g)   Neither the Company nor its Subsidiaries is a party to any tax
      sharing agreement or arrangement, or any other agreement relating to the
      allocation of responsibility for any Tax, pursuant to which it will have
      any obligation to make any payments after the Closing.

            (h)   There are no Encumbrances (other than Permitted Encumbrances)
      as a result of any unpaid Taxes upon any of the assets of the Company or
      its Subsidiaries.

                                       22



            (i)   All distributions of shares by, or consisting of shares of,
      the Company, any of its Subsidiaries or any member of an Affiliated Group
      of which the Company or any of its Subsidiaries is or was a member,
      purporting to qualify for tax-free treatment under Section 355 of the Code
      so qualified. With respect to each distribution of shares purporting to
      qualify for tax-free treatment under Section 355 of the Code, neither the
      Company nor any of its Subsidiaries has constituted a "distributing
      corporation" or a "controlled corporation" (within the meaning of Section
      355(a)(1)(A) of the Code) in a distribution of shares qualifying for
      tax-free treatment under Section 355 of the Code (i) in the two (2) years
      prior to the date of the Initial Agreement in a distribution that
      constitutes part of a "plan" or "series of related transactions" (within
      the meaning of Section 355(e) of the Code) in conjunction with this
      acquisition or any other transaction (whether occurring before or after
      the Closing) or (ii) in a distribution that could otherwise constitute
      part of a "plan" or "series of related transactions" (within the meaning
      of Section 355(e) of the Code) in conjunction with this acquisition.

            (j)   Neither the Company nor any of its Subsidiaries has
      constituted a "U.S. real property holding company" within the meaning of
      Section 897(c)(2) of the Code at any time during the last five years.

            (k)   To Parent's knowledge, after due inquiry, neither the Company
      nor any of its Subsidiaries has engaged in any "reportable transaction"
      within the meaning of Treasury Regulation Section 1.6011-4.

            (l)   As of the date of the Initial Agreement, the Company and its
      Subsidiaries, in the aggregate, own intangible assets that are amortizable
      for federal income tax purposes with a tax basis equal to at least
      $1,000,000,000.

      3.22  Employee Benefit Plans.

            (a)   Schedule 3.22(a) sets forth a true and complete list of all
      "employee benefit plans" (as defined in Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA")), and any
      employee benefit plans, agreements, arrangements, programs or payroll
      practices (including, without limitation, severance pay, vacation pay,
      company awards, salary continuation for disability, sick leave,
      retirement, deferred compensation, equity-based, bonus or other incentive
      compensation, stock purchase arrangements or policies, hospitalization,
      medical insurance, life insurance, and scholarship programs) maintained by
      the Company or any of its Subsidiaries or to which the Company or any of
      its Subsidiaries contributes or is obligated to contribute thereunder in
      respect of any current or former employee of the Company or any of its
      Subsidiaries or with respect to which the Company or any of its
      Subsidiaries could otherwise have any liability (contingent or otherwise),
      including any liability that results from the Company or any of its
      Subsidiaries being considered a single employer or under common control
      with any entity (whether incorporated or not) under Section 414(b), (c),
      (m) or (o) of the Code (an "ERISA Affiliate") (in each case, any of the
      foregoing, whether domestic or foreign, "Employee Benefit Plans"). The
      Amended Company Disclosure Letter identifies, in separate categories,
      Employee

                                       23



      Benefit Plans that are (i) subject to Sections 4063 and 4064 of ERISA
      ("Multiple Employer Plans"), (ii) multiemployer plans (as defined in
      Section 4001(a)(3) of ERISA) ("Multiemployer Plans"), or (iii) "benefit
      plans" within the meaning of Section 5000(b)(1) of the Code providing
      continuing benefits after the termination of employment (other than as
      required by Section 4980B of the Code, Part 6 of Title I of ERISA or
      comparable state or local Laws and at the former employee's or his or her
      beneficiary's sole expense).

            (b)   Except as would not reasonably be expected to result in a
      Material Adverse Effect, each of the Employee Benefit Plans intended to
      qualify under Section 401 of the Code ("Qualified Plans") so qualify and
      the trusts maintained thereto are exempt from federal income taxation
      under Section 501 of the Code, and, to Parent's Knowledge, nothing has
      occurred in respect of the operation of any such plan that could cause the
      loss of such qualification or exemption or the imposition of any
      liability, penalty, or tax under ERISA or the Code.

            (c)   All contributions and premiums required by Law or by the terms
      of any Employee Benefit Plan have been timely made (without regard to any
      waivers granted in respect thereof) to any funds or trusts established
      thereunder or in connection therewith, and no accumulated funding
      deficiencies exist in any of such plans subject to Section 412 of the
      Code.

            (d)   The benefit liabilities (as defined in Section 4001(a)(16) of
      ERISA), of each of the Employee Benefit Plans subject to Title IV of ERISA
      using the actuarial assumptions that would be used by the Pension Benefit
      Guaranty Corporation (the "PBGC") in the event it terminated each such
      plan do not exceed the fair market value of the assets of each such plan.
      The liabilities of each Employee Benefit Plan that has been terminated or
      otherwise wound up, have been fully discharged in full compliance with
      applicable Law.

            (e)   During the 12-month period ending on the date of the Initial
      Agreement, no "reportable event" (as defined in Section 4043 of ERISA and
      the regulations thereunder) for which the 30-day reporting requirement has
      not been waived or extended has occurred with respect to any of the
      Employee Benefit Plans subject to Title IV of ERISA, nor has any event
      requiring notice to be provided under Section 4041(c)(3)(C) or 4063(a) of
      ERISA.

            (f)   There has been no violation of ERISA in respect of the filing
      of applicable returns, reports, documents, and notices regarding any of
      the Employee Benefit Plans with the Secretary of Labor or the Secretary of
      the Treasury or the furnishing of such notices or documents to the
      participants or beneficiaries of the Employee Benefit Plans that would
      reasonably be expected to result in a Material Adverse Effect.

            (g)   True and complete copies of the following documents, in
      respect of each of the Employee Benefit Plans that, after the Closing, the
      Company or any if its

                                       24



      Subsidiaries will maintain, contribute to, or have any liability with
      respect to (as applicable), have been delivered to THL and TPG (i) any
      plans and related trust documents, and all amendments thereto, (ii) the
      most recent Forms 5500 for the past three years and schedules thereto,
      (iii) the most recent financial statements and actuarial valuations for
      the past three years, (iv) the most recent IRS determination letter, (v)
      the most recent summary plan descriptions (including letters or other
      documents updating such descriptions), and (vi) written descriptions of
      all material non-written agreements relating to such Employee Benefit
      Plans.

            (h)   There is no pending claim, action, suit, or proceeding that
      has been asserted or instituted against any Employee Benefit Plan , the
      assets of any such plans, the Company, any of its Subsidiaries, or the
      plan administrator or any fiduciary of the Employee Benefit Plans in
      respect of the operation of such plans (other than routine, uncontested
      benefit claims) and no Employee Benefit Plan is under audit or is the
      subject of any audit or investigation by any Governmental Entity, and
      there are no facts or circumstances that could form the basis for any such
      claim, action, suit, proceeding or audit, in each case, except to the
      extent it would not reasonably be expected to result in a Material Adverse
      Effect.

            (i)   Each of the Employee Benefit Plans has been maintained, in all
      material respects, in accordance with its terms and all provisions of
      applicable Law. All amendments and actions required to bring each of the
      Employee Benefit Plans into conformity in all material respects with all
      of the applicable provisions of ERISA and other applicable Laws have been
      made or taken except to the extent that such amendments or actions are not
      required by Law to be made or taken until a date after the Closing Date.
      Except to the extent it would not reasonably be expected to result in a
      Material Adverse Effect, neither the Company nor any of its Subsidiaries
      has incurred or reasonably expects to incur, either directly or indirectly
      (including as a result of an indemnification obligation), any liability
      under Title I or IV of ERISA or the penalty, excise tax or joint and
      several liability provisions of the Code or any foreign law or regulation
      relating to employee benefit plans (including, without limitation, Section
      406, 409, 502(i), 502(1), 4069 or 42 12(c) of ERISA, or Section 4971, 4975
      or 4976 of the Code), or under any agreement, instrument, statute, rule or
      legal requirement pursuant to or under which the Company or any of its
      Subsidiaries or any Employee Benefit Plan or Pension Plan has agreed to
      indemnify or is required to indemnify any person against liability
      incurred under, or for a violation or failure to satisfy the requirements
      of any such legal requirement, and to the knowledge of the Company, no
      event, transaction or condition has occurred, exists or is expected to
      occur which could result in any such liability to the Company or any of
      its Subsidiaries after the Closing.

            (j)   The Company, each of its Subsidiaries, and any ERISA Affiliate
      that maintains a "benefits plan" (within the meaning of Section 5000(b)(1)
      of ERISA) have complied with the notice and continuation requirements of
      Section 4980B of the Code or Part 6 of Title I of ERISA and the applicable
      regulations thereunder, except to the

                                       25



      extent that failure to so comply would not reasonably be expected to
      result in a Material Adverse Effect.

            (k)   None of the Company, any of its Subsidiaries, any ERISA
      Affiliate or any organization to which any is a successor or parent
      corporation, has divested any business or entity maintaining or sponsoring
      a defined benefit pension plan having unfunded benefit liabilities (within
      the meaning of Section 4001(a)(18) of ERISA) or transferred any such plan
      to any Person other than the Company, any of its Subsidiaries, or any
      ERISA Affiliate during the five-year period ending on the Closing Date.

            (l)   To Parent's Knowledge, neither the Company nor any of its
      Subsidiaries nor any "party in interest" or "disqualified person" in
      respect of the Employee Benefit Plans has engaged in a "prohibited
      transaction" (within the meaning of Section 4975 of the Code or Section
      406 of ERISA) that would reasonably be expected to result in a Material
      Adverse Effect.

            (m)   None of the Company, any Subsidiary, or any ERISA Affiliate
      has terminated any Employee Benefit Plan subject to Title IV of ERISA, or
      incurred any outstanding liability under Section 4062 of ERISA to the PBGC
      or to a trustee appointed under Section 4042 of ERISA and no Person
      (including without limitation the Pension Benefit Guaranty Corporation)
      has instituted any proceeding to terminate any Employee Benefit Plan or
      Pension Plan or appoint a trustee to administer any such Employee Benefit
      Plan or Pension Plan, in each case, except to the extent it would not
      reasonably be expected to result in a Material Adverse Effect.

            (n)   Other than the granting of stock options pursuant to the Stock
      Incentive Plan, neither the execution and delivery of this Agreement nor
      the consummation of the transactions contemplated hereby will (i) result
      in any payment becoming due to any employee of Company or any of its
      Subsidiaries, (ii) increase any benefits otherwise payable under any
      Employee Benefit Plan or Pension Plan, or (iii) result in the acceleration
      of the time of payment, funding or vesting of any such benefits.

            (o)   No stock or other security issued by Company or any of its
      Subsidiaries forms or has formed a material part of the assets of any
      Employee Benefit Plan.

            (p)   There is no contract, agreement, plan or arrangement covering
      any Person that, individually or collectively, could give rise to the
      payment of any amount after the Closing Date by the Company or any
      Subsidiary that would not be deductible by the party making such payment
      by reason of Section 280G of the Code, or would constitute compensation in
      excess of the limitation set forth in Section 162(m) of the Code.

            (q)   Except to the extent it would not reasonably be expected to
      result in a Material Adverse Effect, each Foreign Plan, to the extent
      requiring qualification under any applicable governmental laws or
      authority, is so qualified. According to the

                                       26



      actuarial assumptions and valuations most recently used for the purposes
      of funding each Foreign Plan (or, if the same has no such assumptions and
      valuations or is unfunded, according to actuarial assumptions and
      valuations in use by the PBGC on the date hereof), as of October 12, 2004
      the total amount or value of the funds available under each such Foreign
      Plan to pay benefits accrued thereunder or segregated in respect of such
      benefits, together with any reserve or accrual with respect thereto,
      exceeded the present value of all benefits (contingent or otherwise)
      accrued as of such date of all participants and past participants therein
      in respect of which the Company or any of its Subsidiaries has or would
      have after the Closing Date any obligation. For purposes hereof, the term
      "Foreign Plan" shall mean an Employee Benefit Plan with respect to current
      or former employees of the Company or any of its Subsidiaries employed
      outside the United States.

      3.23  Labor and Employment Matters.

            (a)   Except with respect to the Company's Kordoba Subsidiary,
      neither the Company nor any of its Subsidiaries is a party to any labor or
      collective bargaining agreement, and no employees of the Company or any of
      its Subsidiaries are represented by any labor organization. Within the
      preceding three years of the date of the Initial Agreement, there have
      been no material representation or certification proceedings, or petitions
      seeking a representation proceeding, pending or, to Parent's Knowledge,
      threatened to be brought or filed with the National Labor Relations Board
      or any other labor relations tribunal or authority. Within the preceding
      three years of the date of the Initial Agreement, to Parent's Knowledge,
      there have been no organizing activities involving the Company or any of
      its Subsidiaries in respect of any group of employees of Company or any of
      its Subsidiaries.

            (b)   There are no strikes, work stoppages, slowdowns, lockouts,
      material arbitrations, or material grievances or other material labor
      disputes pending or, to Parent's Knowledge, threatened against or
      involving the Company or any of its Subsidiaries.

            (c)   There are no material unfair labor practice charges,
      grievances or complaints pending or, to Parent's Knowledge, threatened by
      or on behalf of any employee or group of employees of the Company or its
      Subsidiaries. There are no complaints, charges, or claims against the
      Company or its Subsidiaries pending or, to Parent's Knowledge, threatened
      to be brought or filed with any Governmental Entity based on, arising out
      of, in connection with, or otherwise relating to the employment or
      termination of employment of any individual by the Company or its
      Subsidiaries.

            (d)   To Parent's Knowledge, as of the date of the Initial
      Agreement, no officer or key employee, or any group of key employees,
      intends to terminate his, her, or their employment with the Company or any
      of its Subsidiaries. The employment of each officer and U.S. employee of
      the Company and its Subsidiaries is terminable at the will of the Company
      or such Subsidiary, as the case may be. To Parent's Knowledge, no officer,
      employee, agent, or consultant of the Company or any of its

                                       27



      Subsidiaries is in violation of any material term of any employment,
      consultant, non-disclosure, non-competition, confidentiality, or other
      equivalent agreement.

      3.24  Real Property.

            (a)   Schedule 3.24(a) sets forth a complete list of (i) the real
      property owned in fee by the Company or any of its Subsidiaries (the
      "Owned Real Property") and (ii) all real property leased by the Company or
      any of its Subsidiaries (the "Leased Real Property" and together with the
      Owned Real Property and all other rights or interests of the Company or
      its Subsidiaries in real property, the "Real Property"). None of the real
      property reflected in the Interim Balance Sheet has been disposed of and
      no real property has been acquired by the Company or any of its
      Subsidiaries since the date of the Interim Balance Sheet.

            (b)   The Company and each of its Subsidiaries has good and
      marketable title in fee simple to all Owned Real Property, and a valid
      leasehold interest in all Leased Real Property, in each case free and
      clear of all Encumbrances, except for Permitted Encumbrances.

            (c)   Each of the leases and subleases relating to the Leased Real
      Property is in full force and effect, there is no material default by the
      Company or any of its Subsidiaries or, to Parent's Knowledge, by the
      lessor under any such lease or sublease.

            (d)   The structures, plants, improvements, systems, and fixtures
      located on each parcel of Owned Real Property and, to Parent's Knowledge,
      Leased Real Property comply in all material respects with all Laws, and
      are in good operating condition and repair, ordinary wear and tear
      excepted. Each such parcel of Owned Real Property and, to Parent's
      Knowledge, Leased Real Property, conforms in all material respects with
      all covenants or restrictions of record and conforms with all applicable
      building codes and zoning requirements and there is not, to Parent's
      Knowledge, any proposed change in any such governmental or regulatory
      requirements or in any such zoning requirements.

      3.25  Environmental Matters. Except as would not reasonably be expected to
result in a Material Adverse Effect:

            (a)   The operations of the Company and each of its Subsidiaries are
      and have been in compliance with all applicable Environmental Laws,
      including obtaining, maintaining in good standing, and complying with all
      Permits required by Environmental Laws ("Environmental Permits"), and no
      action or proceeding is pending or, to Parent's Knowledge, threatened to
      revoke, modify, or terminate any such Environmental Permit, and, to
      Parent's Knowledge, no facts, circumstances, or conditions currently exist
      that could adversely affect such continued compliance with Environmental
      Laws and Environmental Permits or require currently unbudgeted capital
      expenditures to achieve or maintain such continued compliance with
      Environmental Laws and Environmental Permits.

                                       28



            (b)   Neither the Company nor any of its Subsidiaries is the subject
      of any outstanding written Order or Contract with any Governmental Entity
      or other Person in respect of any (i) Environmental Laws, (ii) Remedial
      Action, or (iii) Release or threatened Release of a Hazardous Material.

            (c)   No claim has been made or is pending, or to Parent's
      Knowledge, threatened against the Company or any of its Subsidiaries
      alleging either or both that the Company or any of its Subsidiaries may be
      in violation of any Environmental Law or Environmental Permit or may have
      any Liability under any Environmental Law.

            (d)   No fact, circumstance, or condition exists in respect of the
      Company or any of its Subsidiaries or any property currently or formerly
      owned, operated, or leased by the Company or any of its Subsidiaries or
      any property to which the Company or any of its Subsidiaries arranged for
      the disposal or treatment of Hazardous Materials that could reasonably be
      expected to result in the Company or any Subsidiary incurring unbudgeted
      Environmental Costs and Liabilities.

            (e)   There is no investigation of the business, operations, or Real
      Property of the Company or any of its Subsidiaries or, to Parent's
      Knowledge, previously owned, operated, or leased property of the Company
      or its Subsidiaries pending or, to Parent's Knowledge, threatened that
      could lead to the imposition of any Environmental Costs and Liabilities or
      Encumbrances under any Environmental Law.

            (f)   To Parent's Knowledge, there is not located at any of the Real
      Property any (i) underground storage tanks, (ii) asbestos-containing
      material, or (iii) equipment containing polychlorinated biphenyls.

            (g)   The transactions contemplated by this Agreement do not trigger
      any requirements under any federal, state, local or foreign laws,
      statutes, codes, ordinances, rules, regulations or other legal
      requirements relating to the environment or natural resources which
      condition the transfer of assets, real estate or stock on the approval of
      or the need to notify a Governmental Entity having jurisdiction over the
      environment or natural resources, including, but not limited to the New
      Jersey Industrial Site Recovery Act and the Connecticut Transfer Act.

      3.26  Material Customers.

            (a)   The top ten (10) customers of the Company and its
      Subsidiaries, and annual revenues related to such customers for each of
      (i) the 2004 fiscal year as of October 31, 2004, and (ii) the fiscal year
      ended December 31, 2003, are listed by division of the Company on Schedule
      3.26(a) (the "Material Customers"). To Parent's Knowledge, no Material
      Customer of the Company or its Subsidiaries has given the Company or its
      Subsidiaries any written notice terminating, suspending, or reducing in
      any material respect, or specifying an intention to terminate, suspend, or
      reduce in any material respect in the future, or otherwise reflecting an
      adverse change in, the business relationship between such customer and the
      Company or its Subsidiaries, and there has

                                       29



      not been any materially adverse change in the business relationship of the
      Company or its Subsidiaries with any such customer.

            (b)   Schedule 3.26(b) sets forth the names and annual revenues for
      each of (i) the 2004 fiscal year as of September 30, 2004, and (ii) the
      fiscal year ended December 31, 2003, of the Material Customers of the
      Company or any of its Subsidiaries which have cancelled or terminated
      their relationships with the Company during the twelve months prior to the
      date of this Agreement.

      3.27  Corporate Records. The Company has delivered or made available to
TPG and THL true and complete copies of its Certificate of Incorporation and
bylaws (in each case as amended to the date of the Initial Agreement). The
minute books previously made available to THL and TPG, of the Company and each
of its Subsidiaries contain complete and accurate records of all meetings and
accurately reflect all other corporate action of the stockholders and board of
directors (including committees thereof) of the Company and its Subsidiaries to
the date hereof, including all amendments and corrections.

                                   ARTICLE IV
                  Representations and Warranties of Purchasers

      Each of the Purchasers, severally as to itself only, and not jointly,
hereby makes the following representations and warranties to the Company, each
of which is true and correct as of the date of (i) the Initial Agreement with
respect to THL and TPG, and (ii) this Agreement with respect to Evercore and
BACI:

      4.1   Organization. Such Purchaser is a limited partnership, corporation
or a limited liability company duly formed, validly existing, and in good
standing under the Laws of the state of its incorporation or formation, as the
case may be.

      4.2   Authorization. Such Purchaser has the requisite partnership,
corporate or limited liability company power, as the case may be, to execute and
deliver this Agreement and each other Transaction Document to be executed by it
in connection with the consummation of the transactions contemplated hereby (the
"Purchaser Documents") and to perform its obligations hereunder and thereunder.
The execution and delivery by such Purchaser of this Agreement and each
Purchaser Document and the performance by it of its obligations hereunder and
thereunder have been (or at the time of execution will be) duly authorized by
all necessary partnership, corporate or limited liability company action, as the
case may be, on the part of such Purchaser. This Agreement has been (and each
Purchaser Document will be) duly executed and delivered by such Purchaser and,
assuming the due execution and delivery of this Agreement and each Purchaser
Document by the other party or parties hereto or thereto, constitutes or will
constitute a valid and binding obligation of such Purchaser enforceable against
such Purchaser in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws
affecting the enforcement of creditors' rights in general and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).

                                       30



      4.3   Consents and Approvals. Except as would not have a Purchaser
Material Adverse Effect, no consent, approval, waiver, order, or authorization
of, or registration, declaration, or filing with, or notice to, any Person or
Governmental Entity is required to be obtained or made by or in respect of, such
Purchaser in connection with the execution and delivery of this Agreement or any
Purchaser Document by such Purchaser, the performance by such Purchaser of its
obligations hereunder and thereunder, or the consummation of the transactions
contemplated hereby or thereby, other than the filing of premerger notification
and report forms under the HSR Act and any required filings with insurance
authorities in New York State.

      4.4   No Conflicts. Except as would not have a Purchaser Material Adverse
Effect, the execution and delivery of this Agreement does not (and each
Purchaser Document will not), and neither the performance by such Purchaser of
its obligations hereunder and thereunder, nor the consummation of the
transactions contemplated hereby and thereby, will (i) conflict with the
organizational and partnership documents of such Purchaser or (ii) violate any
Order of any Governmental Entity or Law applicable to such Purchaser.

      4.5   Brokers' Fees. Neither such Purchaser nor any Person acting on its
behalf has agreed to pay any commission, finder's or broker's fee, or equivalent
payment in connection with the transactions contemplated by this Agreement or
any matter related hereto to any Person for which the Company or any of its
Subsidiaries will be liable, except for the fees and expenses of Bear Stearns &
Co., Inc., which fees and expenses will be paid out of proceeds from this
Transaction in accordance with Section 2.4 hereof.

      4.6   Securities Law Matters; Valid Offering. Such Purchaser is acquiring
the Shares for investment for its own account, and not with a view to, or for
sale in connection with, any distribution thereof. Such Purchaser (either alone
or together with its advisors) has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of its investment in the Shares and is capable of bearing the economic
risks of such investment. Such Purchaser is an "accredited investor" as defined
in Rule 501(a) of Registration D under the Securities Act. Such Purchaser
understands and acknowledges that the Shares have not been registered under the
Securities Act, or the securities Laws of any state or foreign jurisdiction and,
unless so registered, may not be offered, sold, transferred, or otherwise
disposed of except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and any
applicable securities Laws of any state or foreign jurisdiction. THL further
represents and warrants to the Parent as to the matters set forth on Schedule
4.6(a). TPG further represents and warrants to the Parent as to the matters set
forth on Schedule 4.6(b). Evercore further represents and warrants to the Parent
that it is a Delaware limited partnership and is a "qualified institutional
buyer" as that term is defined in Rule 144A(a)(1). BACI further represents and
warrants to the Parent that it is a Delaware limited partnership and is a
"qualified institutional buyer" as that term is defined in Rule 144A(a)(1).

      4.7   Sufficiency of Funds. Such Purchaser will have at Closing sufficient
funds available to pay its portion of the Purchase Price, as set forth on
Schedule A attached hereto.

                                       31



                                   ARTICLE V
                                   Covenants

      5.1   Access to Information. Between the date of the Initial Agreement and
the Closing Date, upon prior notice from the Purchasers Representatives to the
Company, the Company will afford to THL and TPG and their representatives
reasonable access during normal business hours to the employees, assets,
facilities, and the books and records of the Company and its Subsidiaries so as
to afford THL and TPG a full opportunity to make such review, examination, and
investigation of the Company and its Subsidiaries as THL and TPG may desire to
make. THL and TPG will be permitted to make extracts from or to make copies of
such books and records as may be reasonably necessary in connection therewith.
Prior to the Closing, the Company will (i) promptly furnish or cause to be
furnished to THL and TPG and their representatives such financial and operating
data and other information relating to the Company and its Subsidiaries as THL
and TPG or their representatives may reasonably request (including, at the
request of THL and TPG and so long as the such Purchasers execute all releases,
waivers and other agreements customary and reasonably requested by KPMG, the
work papers related to the audit of the Company's financial statements for the
year ended December 31, 2004), and (ii) instruct its officers and key employees
and its counsel and independent accountants to cooperate with THL and TPG and
their representatives in its investigation of the Company.

      5.2   Conduct of the Business.

            (a)   Except as approved by Purchasers Representatives in writing,
      between the date of the Initial Agreement and the Closing Date, the
      Company will, and will cause its Subsidiaries to, and Parent shall cause
      the Company and its Subsidiaries to (i) conduct the business of the
      Company and its Subsidiaries only in the ordinary course of business
      consistent with past practice, and (ii) use reasonable best efforts to
      cooperate with respect to and consummate the Financing.

            (b)   Between the date of the Initial Agreement and the Closing
      Date, without limiting the generality of Section 5.2(a), and except as
      otherwise expressly provided in this Agreement, without the prior written
      consent of the Purchasers Representatives, neither the Company nor any of
      its Subsidiaries will take any of the following actions, and Parent shall
      cause the Company and its Subsidiaries to refrain from taking any such
      actions:

                  (i)   make or incur any capital expenditure (including with
respect to internally developed and purchased software) that has not been
approved in writing or budgeted for prior to the date of the Initial Agreement
and, in either case, disclosed to THL and TPG prior to the date of the Initial
Agreement, and which are, in the aggregate, in excess of $50,000,000, provided,
that, if the Closing does not occur by April 1, 2005, such aggregate amount
shall be increased by $50,000,000;

                  (ii)  acquire, by merger or consolidation, or by purchase of,
or investments in, all or substantially all of the assets or stock of, any
business or any corporation, partnership, joint venture, limited liability
company, association or other business organization or division thereof (or
enter into any agreement other than any non-binding LOI with respect thereto) in
excess of $50,000,000 million prior to Closing in the aggregate; provided that,
if the

                                       32



Closing does not occur by April 1, 2005, such aggregate amount shall be
increased by $50,000,000;

                  (iii) amend the certificate of incorporation or bylaws of the
Company or any of its Subsidiaries;

                  (iv)  other than in connection with the Financing, sell,
lease, encumber, transfer, or otherwise dispose of any properties or assets,
real, personal or mixed other than in the ordinary course of business consistent
with past practice; except that the scope of this covenant shall not include the
granting of Software licenses or the provision of services by the Company or any
Subsidiary;

                  (v)   other than in connection with the $2.7 Billion Note and
the Financing, create, incur, assume or guarantee any Indebtedness in excess of
$50,000,000 in the aggregate; provided that, if the Closing does not occur by
April 1, 2005, such aggregate amount shall be increased by $50,000,000 (provided
that any such Indebtedness incurred pursuant to this clause (v) shall be for the
purpose of effecting acquisitions);

                  (vi)  except as required in connection with the Financing and
the $2.7 Billion Note, prepay any of its Indebtedness or Capital Leases (other
than mandatory and regularly scheduled payments of principal and interest on
existing Capital Leases);

                  (vii) authorize or issue, or commit to authorize or issue any
equity securities or securities convertible into or exchangeable for any equity
securities of the Company or its Subsidiaries, or grant or issue any options,
warrants, rights, agreements or commitments with respect to the issuance of any
such equity securities;

                  (viii) enter into any contract or transaction between the
Company and any of its Subsidiaries on the one hand and any stockholder of the
Company or its Affiliates or any other Related Person on the other;

                  (ix)  (A) split, combine, or reclassify any shares of its
capital stock; (B) declare, set aside, or pay any dividend or make any other
distribution or payment (whether in cash, stock, or property or any combination
thereof) in respect of its capital stock or to its stockholders (other than (i)
with respect to Taxes properly allocated to the Company or its Subsidiaries and
arising in any period (or portion thereof) ending on or before the Closing Date,
(ii) amounts due related to intercompany payments or to fund intercompany
allocations by and among Parent and its Subsidiaries (other than the Company and
its Subsidiaries) and the Company and its Subsidiaries in a manner and amount
consistent with past practices and, with respect to Corporate Services only, in
amounts not to exceed $4,200,000 per month, or (iii) the Parent Distribution
(collectively, the "Excepted Payments")); (C) make any other actual,
constructive, or deemed distribution in respect of any shares of its capital
stock or otherwise make any payments (other than the Excepted Payments) to
stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise
acquire any securities of the Company or any of its Subsidiaries;

                                       33



                  (x)   waive any material rights under any Material Contract;

                  (xi)  fail to comply in any material respect with any Law
applicable to the Company or any of its Subsidiaries or their respective assets
or properties;

                  (xii) take any action, or knowingly omit to take any action,
that would or would reasonably be expected to result in any of the conditions to
the obligations of Purchasers set forth in Section 6.2 not being fully
satisfied;

                  (xiii) increase the rate of compensation of, or pay or agree
to pay any bonus or benefit to, its directors, officers or senior executives,
except as may be required by any existing plan, and except in the ordinary
course of business, consistent with past practice, as part of the Company's and
its Subsidiaries' annual merit cycle provided that, in no event shall any
bonuses be paid for services rendered in 2004 (or agreements to pay any such
bonuses be entered into) in excess of $55,000,000 in the aggregate;

                  (xiv) enter into, adopt or amend in any material respect any
written employment, severance or change of control agreement or, except as
required by law, adopt or modify any employee retention program or Employee
Benefit Plan, make any contributions to any Employee Benefit Plan not within the
ordinary course of business consistent with past practices, or take any action
that results in an acceleration of vesting or timing of any employee benefit
(other than by virtue of the existing terms thereof);

                  (xv)  enter into any covenants not to compete or any other
contracts or agreements which limit or restrict the ability of the Company or
its Subsidiaries to compete in any line of business in which they currently
operate other than such contracts or agreements entered into in the ordinary
course of business consistent with past practice;

                  (xvi) change any material election related to Taxes (unless
required by Law), settle or compromise any material Tax liability or agree to
any material adjustment of any Tax attribute, or fail to file any Tax Return
when due or fail to cause such Tax Returns when filed to be complete and
accurate in all material respects;

                  (xvii) accelerate receivables or delay payables in a manner
not consistent with past practice;

                  (xviii) adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization of either of the Company or of any if its Subsidiaries or
otherwise sell all or substantially all of the assets of the Company or of its
Subsidiaries;

                  (xix) settle or compromise any pending claim, judicial or
administrative action, suit, proceeding or investigation for more than
$10,000,000 in the aggregate;

                                       34



                  (xx)  make any change in any material method of accounting or
accounting practice or policy for tax or accounting purposes, other than those
required by GAAP or under applicable Law; or

                  (xxi) agree or commit to agree (in writing or otherwise) to do
any of the foregoing.

      5.3   Intercompany Agreements. Parent and the Company shall use their
reasonable best efforts to (a) identify all of the services that have been
historically provided by Parent to the Company or its Subsidiaries and all other
relationships between the Company or its Subsidiaries and Parent that are
necessary for the Company and its Subsidiaries to continue operating in a manner
that is substantially equivalent to the manner in which they have operated
during the twelve (12) months prior to this Agreement (the "Relationships"), (b)
identify all of the other relationships and agreements between the Company or
its Subsidiaries and Parent that are necessary for the separation of the Company
and its Subsidiaries from the Parent (the "Separation Agreements"), (c)
memorialize in various agreements (the "Intercompany Agreements") the terms and
conditions of each of the Relationships and services to be continued after the
Closing, and (d) enter into the Separation Agreements, in each case in
accordance with the provisions of this Section 5.3. The Relationships to be
covered by the Intercompany Agreements shall include, but shall not be limited
to, corporate services provided by Parent and its Subsidiaries to the Company
and its Subsidiaries (including, without limitation, payroll, employee benefits
and human resources, insurance, expense reimbursement and legal) ("Corporate
Services"), software licenses, information technology ("IT"), intellectual
property cross licenses, joint ownership and development, agency, starter
repository access, title plant maintenance and title plant access (collectively,
"Title Plant"), lease for space at the Company's headquarters, and tax
disaffiliation agreements (which tax disaffiliation agreements shall not alter
or amend any indemnification obligations of Parent under Section 8.2(a)(iii)).

      The Intercompany Agreements shall be negotiated between the Company and
Parent as promptly as practicable and prior to the Closing, and shall be in form
and substance reasonably satisfactory to the Parent, the Company and the
Purchasers Representatives. THL and TPG shall have the right to participate in
the negotiations of such Intercompany Agreements and each such party will
negotiate in good faith to complete the Intercompany Agreements as contemplated
by this Section 5.3. The Intercompany Agreements shall provide that the costs of
the Corporate Services to and from the Company shall be at each party's cost of
providing such services; provided that, in the case of the Corporate Services
provided to the Company, in no event shall the cost of such services per year
exceed the amounts set forth in that certain Corporate Services Agreement among
Parent and the Company entered into in connection with this Agreement. The costs
and fees of all other services and rights under the Intercompany Agreements
shall be at the fair market value thereof that would be obtainable from an
unaffiliated third party. The Parent will agree to provide the Corporate
Services (and unless earlier terminated by the Purchasers) to the Company at all
times prior to six months following the earlier to occur of (i) a Public
Offering, and (ii) a Sale of the Company (each as defined in the Stockholders'
Agreement). It is anticipated that any one Corporate Service may be terminated
without terminating any other Corporate Service under the relevant Agreement.
The initial term of the agency agreement shall be 10 years. The initial term of
the Title Plant agreement shall be 10 years. The initial term of


                                        35


the agreement pursuant to which the Company or one of its Subsidiaries will
provide IT services to Parent and its other Subsidiaries will be 5 years,
subject to a 2-year renewal at the option of Parent. The licensing to the
Company and its Subsidiaries of rights to the name "Fidelity" shall be on a
royalty-free basis, and for an initial 20-year term. Notwithstanding anything
herein to the contrary, the Company, Parent, THL and TPG will cooperate and use
reasonable best efforts to agree upon terms designed to facilitate the THL's and
TPG's objectives with respect to the extension or termination of any
Intercompany Agreement or portions thereof upon a Sale of the Company or a
Public Offering.

      5.4   All Reasonable Efforts; Further Assurances. Subject to the terms and
conditions hereof, each of the parties hereto shall use its reasonable best
efforts to take, or cause to be taken, all actions, and do, or cause to be done,
as promptly as practicable, all things necessary, proper, or advisable under
applicable Law to consummate and make effective as promptly as reasonably
practicable the transactions contemplated hereby, including, but not limited to,
obtaining all approvals, consents, waivers and authorizations set forth on
Schedule 6.2(g), executing the agreements in the forms set forth as Exhibits
hereto and consummating the Financing and the Parent Distribution. At and from
time to time after the Closing, at the request of any party hereto, the other
party shall execute and deliver such additional certificates, instruments, and
other documents and take such other actions as such party may reasonably request
in order to consummate the transactions contemplated by this Agreement.

      5.5   Approvals.

            (a)   Each party hereto shall proceed diligently and in good faith
      and shall use its reasonable best efforts to obtain, as promptly as
      practicable, (i) all authorizations, consents, orders and approvals of all
      Governmental Entities that may be or become necessary for such party's
      execution and delivery of, and the performance of its obligations pursuant
      to, this Agreement and the other Transaction Documents, including, without
      limitation, all authorizations or waivers required under the HSR Act and
      by the New York State Department of Insurance, and (ii) all approvals and
      consents required under all Contracts to which the Company or any of its
      Subsidiaries is a party to consummate the transactions contemplated
      hereby. Each party will cooperate fully (including, without limitation, by
      providing all information the other party reasonably requests) with the
      other parties in promptly seeking to obtain all such authorizations,
      consents, orders and approvals. Notwithstanding anything to the contrary
      in this Section 5.5, the Parent and the Company shall not be required to
      agree to (i) the divestiture (including through a licensing arrangement)
      by the Parent or any of the Parent's Subsidiaries (including the Company
      and its Subsidiaries) of any of their respective businesses, product lines
      or assets, or (ii) the imposition of any limitation on the ability of any
      of them to conduct their business or to own or exercise control of such
      assets, properties and stock (each, a "Business Restraint"). All filing
      fees required to be paid in connection with any filing under the HSR Act
      shall be expenses of the Purchasers paid in accordance with Section 2.4.
      Notwithstanding anything herein to the contrary, in obtaining any consent
      required hereunder, the Purchasers shall not be required to consent to any
      restrictions on or any other Business Restraint on their

                                       36


      businesses or those of their Affiliates nor to modify any term of (i)
      their investment in the Company or (ii) the Transaction Documents in any
      material respect.

            (b)   The Company shall cause LSI Title Agency, Inc., an indirect
      wholly-owned subsidiary of the Company ("LSI"), to proceed diligently and
      in good faith and to use its reasonable best efforts to obtain as promptly
      as possible after Closing state licenses required to act as a title
      insurance and escrow agent in Nevada and Utah.

            (c)   Each party hereto shall promptly inform the other parties of
      any communication from any Governmental Entity regarding any of the
      transactions contemplated by this Agreement. If any party or Affiliate
      thereof receives a request for additional information or documentary
      material from any such Governmental Entity in respect of the transactions
      contemplated hereby, then such party will endeavor in good faith to make,
      or cause to be made, as soon as reasonably practicable and after
      consultation with the other parties, an appropriate response in compliance
      with such request.

            (d)   The covenants set forth in (i) Section 5.5(a) with respect to
      obtaining all necessary approvals from the New York State Department of
      Insurance ("NYSDI"), (ii) Section 5.5(b) with respect to state title agent
      licenses, and (iii) Section 5.5(c) as such Section relates to the NYSDI
      approval and state licenses shall continue in full force and effect after
      the Closing until such time as the Form A Filing is either approved or
      denied by the NYSDI or such state licenses are obtained or denied, as the
      case may be.

      5.6   Public Announcements. The Company and Parent, on the one hand, and
the Purchasers Representatives, on the other hand, will consult with each other
and will mutually agree (the agreement of each party not to be unreasonably
withheld) upon the content and timing of any press release or other public
statement in respect of the transactions contemplated hereby and the Company,
Parent and each Purchaser shall not issue any such press release or make any
such public statement prior to such consultation and agreement, except as may be
required by applicable Law or the rules or regulations of any exchange on which
a party or its Affiliates' securities are listed or quoted; provided, however,
that the Company and Parent, on the one hand, and the Purchasers
Representatives, on the other hand, will give prior notice to the other party of
the content and timing of any such press release or other public statement, and
provided, further, that BACI and Evercore shall each be permitted to disclose
the Transaction under the "Portfolio Section" of its website in a manner
substantially similar to the transactions currently described therein, and shall
be permitted to send an announcement of the Transaction to certain of its
contacts, provided that in each case the content of such disclosure shall be
approved by the Company prior to such disclosure, such consent not to be
unreasonably withheld.

      5.7   Notification. From the date of the Initial Agreement through the
Closing Date, the Company and Parent will notify each Purchaser of any change,
circumstance, condition, development, effect, event, fact, or result in respect
of the business, operations, financial condition, results of operations, assets
or liabilities, of the Company or its Subsidiaries that,

                                       37


individually or in the aggregate, has resulted in or could reasonably be
expected to result in a Material Adverse Effect.

      5.8   Exclusivity. At all times prior to the termination of this Agreement
in accordance with the terms hereof, the Company and Parent shall not, and shall
cause their officers, directors, employees, agents, advisors and other
representatives not to, directly or indirectly:

            (a)   solicit offers for, respond to any unsolicited offers for,
      enter into or conduct any negotiations with any other Person in respect
      of, or consummate or enter into any agreement, arrangement or
      understanding in respect of, a (i) sale of any securities of the Company
      or any material assets of the Company (other than sales of the Company's
      products and services in the ordinary course of business) or (ii)
      recapitalization, restructuring, merger, consolidation or other business
      combination involving the Company; or

            (b)   disclose any non-public information relating to the business
      operations or affairs of the Company to any Person, afford any such other
      Person access to the books, records, information or assets of the Company,
      or otherwise assist or encourage any such other Person in connection with
      any proposed (i) acquisition of any securities or material assets of the
      Company (other than sales of the Company's products and services in the
      ordinary course of business) or (ii) recapitalization, restructuring,
      merger, consolidation or other business combination involving the Company.

      5.9   Confidentiality. Each party hereto agrees that such party will hold,
and will use all commercially reasonable efforts to cause its officers,
directors, members, managers, partners, employees, accountants, counsel,
consultants, advisors, financial sources, financial institutions, and agents
(the "Representatives") to hold, in confidence in accordance with the
Non-Disclosure Agreements all confidential information and documents received
from the other party hereto and the parties hereby agree that the Non-Disclosure
Agreements are not superseded and shall remain in effect pursuant to their
terms. By executing this Agreement, Evercore and BACI each expressly agree to be
bound by the terms of the Non-Disclosure Agreements to the same extent as THL
and TPG.

      5.10  Transfer Taxes. The Company shall pay all sales, use, transfer,
stamp, conveyance, value added, or other equivalent taxes, duties, excises, or
governmental charges imposed by any domestic or foreign taxing authority and all
recording and filing fees, notorial fees, and other equivalent costs in
connection with the issuance, sale or delivery of the Securities and shall
indemnify and hold harmless Purchasers without limitation as to time against any
and all liabilities in respect thereof.

      5.11  Financial Statements. (a) Between the date of the Initial Agreement
and the Closing Date, the Company shall deliver to the Purchasers
Representatives, (i) as soon as reasonably practicable in accordance with normal
practice after the end of each month, unaudited combined balance sheets of the
Company and its Subsidiaries as of the end of such month (commencing with the
delivery of such statements for the month of November, 2004) and combined
statements of income for such month and for the period commencing at the end of
the

                                       38


previous fiscal year and ending with the end of such month, setting forth in
each case in comparative form the corresponding figures for the corresponding
period of the preceding fiscal year, all in reasonable detail (the "Monthly
Financials"), and (ii) promptly after they are available, the audited combined
balance sheet of the Company and its Subsidiaries at and for the fiscal year
ending December 31, 2004 and the related combined statements of income, cash
flows and stockholders' equity for the period then ending, together with the
report of KPMG LLP with respect thereto (the "2004 Statements"); (b) The 2004
Statements shall be prepared in accordance with GAAP, consistent with past
practices and shall fairly present the combined financial condition, assets and
liabilities, results of operations, cash flows, and changes in stockholders'
equity of the Company and its Subsidiaries as of the dates, and for the periods,
indicated therein; and (c) The Monthly Financials shall be prepared in
accordance with GAAP, consistent with past practices.

      5.12  Non-Competition Agreements. The Parent shall use reasonable best
efforts to obtain, in connection with option grants to such persons, amendments
to the existing non-competition agreements (or covenants, in those circumstance
where the non-compete is contained in an employment agreement) of each of Hugh
Harris, Ernie Smith, Michael Sanchez, Francis Sanchez, Gary Norcross and Roger
Leitner to cover not only Fidelity Information Services, Inc., but also Fidelity
National Information Services, Inc. and all of its Subsidiaries.

      5.13  New York State Title Insurance Subsidiary.

            (a)   In connection with the filing of a Form A with the NYSDI by
each of THL and TPG in connection with the Transaction (the "Form A Filing"),
the parties hereto acknowledge that on March 1, 2005, all outstanding equity
securities of National Title Insurance of New York, Inc., an indirect,
wholly-owned subsidiary of the Company ("National Title"), were transferred, in
the form of a dividend, to Parent for no consideration. Parent hereby agrees
that within two (2) business days after approval of the Form A Filing by the
NYSDI, it will transfer or contribute through the Company all outstanding equity
securities of National Title to LSI for no consideration, resulting in National
Title becoming an indirect wholly-owned subsidiary of the Company.

            (b)   Parent hereby agrees that until the earlier to occur of such
time as (i) the Form A Filing has been denied, and (ii) the Form A Filing has
been approved and National Title has become an indirect wholly-owned subsidiary
of the Company, it will cause National Title (A) not to make any distributions
to its shareholders, (B) to operate in the ordinary course of business
consistent with past practice, (C) not to encumber, pledge or transfer any of
the assets or securities of National Title, (D) not to authorize, issue, or
commit to issue any equity securities of National Title, or grant any options,
warrants or commitments with respect to such equity securities, (E) not to make
any loans to or payments on behalf of obligations of Parent or any of its
Subsidiaries (other than the Company and its Subsidiaries), and (F) not to enter
into any guarantees or other contingent obligations for the benefit of the
Parent or any of its Subsidiaries (other than the Company and its Subsidiaries).

            (c)   The parties agree that Chicago Title Insurance Company, LSI
Division ("CTI") will continue to conduct all title and escrow business in the
states of Connecticut and

                                       39


Massachusetts at all times prior to the date on which the earlier to occur of
(i) the Form A Filing is approved by the NYSDI , or (ii) LSI is able to process
title and escrow business in such states through local law firms or other
properly licensed entities pursuant to written agreements satisfactory to the
Company (such period, the "Interim Period"). Following the Interim Period, CTI
will no longer conduct such title and escrow business and such business will be
moved to LSI. In addition, CTI will continue to conduct all title and escrow
business in Nevada and Utah (for each such line of business and each such state,
a "State Interim Period") until the earlier to occur of (A) LSI obtaining a
license to act as a title insurance agent or escrow agent, as applicable, in
such state, or (B) the Form A Filing is approved by the NYSDI, but only to the
extent National Title is licensed as a title insurance company or escrow agent,
as applicable, in such state. After the State Interim Period has expired for any
applicable state, CTI will no longer conduct such title agency or escrow
business, as applicable, and such business will be moved to LSI. At any time,
and only for such time, while CTI is conducting title agency and escrow business
in a particular state, the revenues generated from the conduct of such business
shall be retained by CTI. In the event that the Form A Filing is not approved by
the NYSDI within six (6) months following Closing, LSI will enter into written
"alliance agreements", in forms satisfactory to the Company, with local law
firms in Connecticut and Massachusetts, pursuant to which LSI will process the
title and escrow business in such states through such local law firms.

      5.14  Certain Business in Certain Counties. As of the Closing Date, LSI
will not have title plant access in the California Counties (as defined in
Schedule 3.10) and in each county in the State of Washington (together with the
California Counties, the "Affected Counties"). As a result thereof, CTI will
continue to conduct business (other than escrow) in the California Counties and
all business in the other Affected Counties until such time as Parent has
acquired or built title plants in each Affected County. Upon acquisition or
completion of a title plant in an Affected County by Parent or its subsidiaries,
LSI will obtain access to such title plant and the related business of CTI shall
be moved to LSI on terms no less favorable to LSI than the terms set forth in
title plant access agreements entered into as of the date hereof by and between
Parent and the Company. In connection with this arrangement, Parent and the
Company will enter into a license agreement, pursuant to which the Company shall
provide to Parent and its subsidiaries certain technology, products and services
that will assist and enable CTI to conduct the applicable businesses in the
Affected Counties (the "License Agreement"). The License Agreement shall be
deemed an Intercompany Agreement in accordance with Section 5.3. The combined
impact on the Financial Statements of (a) the continued conduct of the above
described business by CTI, and (b) the License Agreement is set forth on
Schedule 3.10.

                                   ARTICLE VI
                         Conditions Precedent to Closing

      6.1   Conditions Precedent to the Company's Obligations. The obligation of
the Company to consummate the issuance and sale of the Shares as contemplated
hereby on the Closing Date is subject to the satisfaction or waiver by the
Company of the following conditions:

            (a)   Accuracy of Representations and Warranties. The
      representations and warranties of the Purchasers contained herein shall be
      true and correct as of the date of

                                       40


      (i) the Initial Agreement with respect to THL and TPG, and (ii) this
      Agreement with respect to Evercore and BACI, and as of the Closing with
      respect to all Purchasers, with the same effect as if made at and as of
      such time (except to the extent expressly made as of a date other than the
      date of this Agreement, in which case such representations and warranties
      shall be true and correct only as of such date), except where the failure
      of such representations and warranties to be so true and correct (without
      giving effect to any limitation as to "Purchaser Material Adverse Effect"
      qualifiers set forth therein) does not have, and would not reasonably be
      likely to have a Purchaser Material Adverse Effect. The representations
      and warranties contained in Section 4.6 shall be true and correct as of
      the date of (i) the Initial Agreement with respect to THL and TPG, and
      (ii) this Agreement with respect to Evercore and BACI, and as of the
      Closing with respect to all Purchasers, with the same effect as if made at
      and as of such time.

            (b)   Performance of Covenants. The Purchasers shall have performed
      and complied, in all material respects, with the covenants and provisions
      of this Agreement required to be performed or complied with by them
      between the date of the Initial Agreement and the Closing Date with
      respect to THL and TPG, and the date of this Agreement and the Closing
      Date with respect to Evercore and BACI.

            (c)   Closing Deliveries. The Purchasers shall have delivered to the
      Company each item set forth in Section 7.2 required to be delivered by the
      Purchasers on or before the Closing Date.

            (d)   Approvals. No judgment, order, decree, statute, law,
      ordinance, rule or regulation, entered, enacted, promulgated, enforced or
      issued by any court or other Governmental Entity of competent jurisdiction
      or other legal restraint or prohibition (collectively, "Restraints") shall
      be in effect, and there shall not be pending or threatened any suit,
      action or proceeding by any Governmental Entity (i) preventing the
      consummation of the transactions contemplated by the Transaction
      Documents, (ii) prohibiting or limiting the ownership or operation by the
      Company or the Parent and their respective Subsidiaries of any portion of
      the business or assets of the Company or the Parent and their respective
      Subsidiaries, or compelling the Company or the Parent and their respective
      Subsidiaries to dispose of or hold separate any portion of the business or
      assets of the Company or the Parent and their respective Subsidiaries, as
      a result of the transactions contemplated by the Transaction Documents or
      (iii) which otherwise would reasonably be likely to have a Material
      Adverse Effect.

            (e)   Litigation. No action, suit, or proceeding shall have been
      initiated or threatened with the probable or reasonably likely effect of
      enjoining or preventing the consummation of the transactions contemplated
      hereby or seeking damages on account thereof.

            (f)   HSR Act. All applicable waiting periods, if any, in respect of
      the transactions contemplated hereby under the HSR Act shall have expired
      or terminated.

                                       41


            (g)   Financing. The Company shall have received the funds
      contemplated by, and on terms reasonably comparable to the terms set forth
      in the Financing Term Sheet attached hereto as Exhibit E, and the Parent
      Distribution shall have been made.

            (h)   Consents and Waivers. All approvals, authorizations, consents,
      and waivers of any Person or Governmental Entity set forth on Schedule
      6.1(h) that are required in connection with the execution and delivery of
      any Transaction Document, the performance of the parties of their
      obligations hereunder or thereunder, and the consummation of the
      transactions contemplated hereby and thereby shall have been duly obtained
      and effective prior to or as of the Closing Date.

            (i)   Minimum Purchase. The Company shall have received payment from
      the Purchasers of the aggregate Purchase Price.

      6.2   Conditions Precedent to Purchasers' Obligations. The obligation of
each Sponsor Group to consummate the transactions contemplated hereby shall be
contingent upon the other Sponsor Group simultaneously performing its
obligations hereunder. Notwithstanding anything to the contrary contained
herein, if a Sponsor Group does not perform its obligations under this Agreement
(the "Defaulting Sponsor Group"), the non-Defaulting Sponsor Group shall have
the right (but not the obligation) to (a) extend the Closing Date by 10 business
days, and (b) assume the obligations of such Defaulting Sponsor Group for its
own behalf, or the behalf of any of its Affiliates which is reasonably
satisfactory to the Company and Parent, provided that such Affiliates shall
enter into this Agreement and the other Purchaser Documents to which the
Defaulting Sponsor Group was or would have been a party. Evercore's and BACI's
obligations to consummate their respective purchase of Shares shall be
conditioned upon each Sponsor Group performing its obligations under this
Agreement. In addition, the obligation of each Purchaser to consummate the
purchase of the Shares from the Company as contemplated hereby is subject to the
satisfaction or waiver by such Purchaser on the Closing Date of the following
conditions:

            (a)   Accuracy of Representations and Warranties. The
      representations and warranties of Parent, after giving effect to the
      Amended Company Disclosure Letter, (i) contained in Article III, other
      than those referred to below in clause 6.2(a)(ii), shall be true and
      correct as of the date of the Initial Agreement and as of the Closing,
      with the same effect as if made at and as of such time (except to the
      extent expressly made as of a date other than the date of the Initial
      Agreement, in which case such representations and warranties shall be true
      and correct only as of such date), except where the failure of such
      representations and warranties to be so true and correct (without giving
      effect to any "Material Adverse Effect" qualifiers set forth therein) does
      not have, and would not reasonably be likely to have a Material Adverse
      Effect, and (ii) contained in each of Section 3.1, 3.2, 3.3, 3.6, 3.7,
      3.8, 3.9, 3.10, 3.11 and 3.21 (the "No MAE Reps") shall be true and
      correct in all material respects (without giving effect to any limitation
      as to "Material Adverse Effect" qualifiers set forth therein) as of the
      date of the Initial Agreement and as of the Closing, with the same effect
      as if made at and as of such time (except to the extent expressly made as
      of a date other than the

                                       42


      date of the Initial Agreement, in which case such representations and
      warranties shall be true and correct only as of such date).

            (b)   Performance of Covenants. The Company and Parent shall have
      performed and complied, in all material respects, with the covenants and
      provisions of this Agreement required to be performed or complied with by
      them between the date of the Initial Agreement and the Closing Date.

            (c)   Approvals. No Restraints shall be in effect, and there shall
      not be pending or threatened any suit, action or proceeding by any
      Governmental Entity (i) preventing the consummation of the transactions
      contemplated by the Transaction Documents, (ii) except as contemplated by
      Section 5.13 hereof, prohibiting or limiting the ownership or operation by
      the Company and its Subsidiaries of any portion of the business or assets
      of the Company and its Subsidiaries or compelling the Company and its
      Subsidiaries to dispose of or hold separate any portion of the business or
      assets of the Company and its Subsidiaries as a result of the transactions
      contemplated by the Transaction Documents or (iii) which otherwise would
      reasonably be likely to have a Material Adverse Effect.

            (d)   Closing Deliveries. The Company and Parent shall have
      delivered to the Purchasers each item set forth in Section 7.1 required to
      be delivered by the Company or Parent on or before the Closing Date.

            (e)   Litigation. No action, suit, or proceeding shall have been
      initiated or threatened with the probable or reasonably likely effect of
      enjoining or preventing the consummation of the transactions contemplated
      hereby or seeking damages on account thereof.

            (f)   HSR Act. All applicable waiting periods, if any, in respect of
      the transactions contemplated hereby under the HSR Act shall have expired
      or terminated.

            (g)   Consents and Waivers. All approvals, authorizations, consents,
      and waivers of any Person or Governmental Entity set forth on Schedule
      6.2(g) that are required in connection with the execution and delivery of
      any Transaction Document, the performance of the Company of its
      obligations hereunder or thereunder, and the consummation of the
      transactions contemplated hereby and thereby shall have been duly obtained
      and effective prior to or as of the Closing Date.

            (h)   Board of Directors. Each of Thomas M. Hagerty, Seth Lawry,
      Jonathan Coslet and Marshall Haines shall have been duly nominated and
      elected to the Board of Directors of the Company ("Board of Directors"),
      and William P. Foley, II shall have been elected as Chairman of the Board
      of Directors.

            (i)   D&O Insurance. Purchasers shall have received evidence
      reasonably satisfactory to them that Parent has in place a directors' and
      officers' liability insurance policy for directors of Parent and its
      subsidiaries, with coverage of at least $125.0

                                       43


      million of "Side A", "Side B" and "Side C" coverage, plus an additional
      $20.0 million of "Side A" coverage.

            (j)   Assignments. Parent shall have assigned to the Company, or one
      of its subsidiaries, as appropriate, the inventions referred to as "AQUA",
      "SCORE" and "ATOMS" and related patent applications with respect thereto
      and such assignments shall have been filed with the United States Patent
      and Trademark office ("USPTO"). Additionally, Parent shall have filed
      documentation with the USPTO indicating that the 24 registered trademarks
      and 3 trademark applications set forth on Annex 6.2(j) hereto (the "LSI
      Marks"), which are currently on file with the USPTO as owned by Lender's
      Service, Inc., are now owned by LSI Title Company, and setting forth
      accurate chain of title thereto.

            (k)   Intentionally Left Blank.

            (l)   Incentive Plan. The Company shall have adopted the 2005 Stock
      Incentive Plan, in substantially the form attached hereto as Exhibit C.
      Shares of the Company's Common Stock, representing 7.5% of the Company's
      outstanding Common Stock, on a fully diluted basis immediately after the
      Closing, shall have been reserved for issuance under such Plan.

            (m)   Financing; Repayment of Indebtedness. The Company shall have
      received the funds contemplated by, and on terms reasonably comparable to
      the terms set forth in the Financing Term Sheet, and the Purchasers shall
      have received evidence satisfactory to them that all of the Company's
      Indebtedness (other than with respect to Capital Leases and the Financing)
      shall have been repaid and all liens securing such Indebtedness shall have
      been released. Except as imposed by the Financing, there shall be no
      Encumbrances (other than Permitted Encumbrances) on any of the assets of
      the Company or its Subsidiaries on the Closing Date.

            (n)   Indemnification Agreements. The Company shall have entered
      into separate Indemnification Agreements between the Company and each
      director designated by the Purchasers, each substantially in the form of
      Exhibit H attached hereto.

            (o)   Cash Management Systems. The Company shall have established
      treasury and cash management systems and controls that are reasonably
      acceptable to Purchasers and separate and apart from those of Parent.

            (p)   Minimum Cash. The Company and its Subsidiaries shall have cash
      and cash equivalents (excluding cash held at Kordoba) of at least
      $120,000,000 after giving effect to the payment by the Company of the
      intercompany payable of $106.7 million reflected on Schedule 3.11 hereto
      (provided the Financing has occurred and including at least $70.0 million
      of proceeds funded to the balance sheet from the proceeds of the Financing
      and this Transaction), as certified by a Certificate on behalf of the
      Company delivered by the Chief Financial Officer of Parent. Such minimum
      amount will be

                                       44


      adjusted downward to reflect the use of cash to make acquisitions that
      have been approved in advance by the Purchasers Representatives.

            (q)   EBITDA. Excluding any extraordinary items, including
      write-offs of intangibles, the Company's EBITDA for the year ended
      December 31, 2004 shall be at least $558.0 million, as certified by a
      Certificate on behalf of the Company delivered by the Chief Financial
      Officer of Parent.

            (r)   Permits. On or before the Closing Date, (i) LSI shall have
      obtained state licenses (i) to conduct its title insurance business in
      Oregon and Washington, and (ii) to conduct its escrow business in Arizona,
      Oregon and Washington.

                                  ARTICLE VII
                               Closing Deliveries

      7.1   Items to Be Delivered by the Company. At the Closing, each of the
Parent and the Company shall deliver to the Purchasers:

            (a)   Stock Certificates. One or more validly issued stock
      certificates to each Purchaser representing the Shares to be acquired by
      such Purchaser duly executed by the appropriate officers of the Company.

            (b)   Certified Charter. A certified copy of the Certificate of
      Incorporation (or equivalent operational document) of the Company,
      certified by the Secretary of State of Delaware, as of a date no earlier
      than ten (10) days prior to the Closing.

            (c)   Good Standing. A certificate of good standing of the Company
      issued by the Secretary of State of Delaware.

            (d)   Officer's Certificate. A certificate, dated as of the Closing
      Date, duly executed on behalf of each of Parent and the Company by the
      President and the Secretary of each of Parent and the Company certifying
      that the conditions set forth in Sections 6.2(a) and (b), have been fully
      satisfied.

            (e)   Independent Accountants' Review. The combined balance sheet of
      the Company and its Subsidiaries as of September 30, 2004 and the related
      statements of earnings, equity and comprehensive earnings and cash flows
      for the nine (9) month period then ended, including an Independent
      Accountants' Review Report issued by KPMG LLP in accordance with
      Statements on Standards for Accounting and Review Services issued by the
      American Institute of Certified Public Accountants (the "September
      Financials") shall have been delivered to Purchasers. The parties
      acknowledge and agree that the September Financials will not reflect (i)
      the business of LSI related to title agency and escrow services in
      Connecticut, Massachusetts, Nevada and Utah, or (ii) the business of
      National Title.

            (f)   Transaction Documents. Executed versions of each of the other
      Transaction Documents to which it is a party.

                                       45


      7.2   Items to Be Delivered by Purchasers. At the Closing, each Purchaser
shall deliver to the Company:

            (a)   Purchase Price. Its respective portion of the Purchase Price
      in accordance with Section 2.2.

            (b)   Transaction Documents. Executed versions of each of the other
      Transaction Documents to which it is a party.

            (c)   Officer's Certificates. A certificate, dated as of the Closing
      Date, duly executed by such Purchaser certifying that the conditions set
      forth in Sections 6.1(a), and (b) have been fully satisfied with respect
      to such Purchaser.

                                  ARTICLE VIII
                          Survival and Indemnification

      8.1   Survival of Representations, Warranties, and Covenants.

            (a)   The representations and warranties of the Parent and the
      Purchasers contained in this Agreement and in any certificate delivered
      pursuant hereto shall survive until the date that is 45 days after receipt
      by the Purchasers of the consolidated audited financial statements of the
      Company and its Subsidiaries for the fiscal year ending December 31, 2005
      (provided, however, that representations and warranties made in Sections
      3.2, 3.5, 3.6, 3.7, 3.8, 3.21, the third sentence of 3.22(i), 4.2, 4.5 and
      4.6 shall survive until sixty (60) days after any applicable statute of
      limitations or indefinitely if no such statute of limitations is
      applicable). Any claim for indemnification in respect of any
      representation or warranty that is not asserted by notice given as herein
      provided relating thereto prior to the expiration of the specified period
      of survival shall not be pursued and is hereby irrevocably waived after
      the expiration of such period of survival. Any claim for an Indemnifiable
      Loss in respect of such a breach asserted within such period of survival
      as herein provided will be timely made for purposes hereof.

            (b)   Unless a specified period is set forth in this Agreement (in
      which event such specified period will control), the covenants in this
      Agreement will survive and remain in effect indefinitely.

      8.2   Indemnification.

            (a)   Parent shall indemnify, defend, and hold harmless the
      Purchasers, the Company and their Affiliates (provided however that the
      Parent shall not be obligated to indemnify, defend or hold harmless the
      Company and its Affiliates at any time after both THL and TPG no longer
      hold any of the Shares (including any equity securities into which such
      shares may subsequently be converted or exchanged into)) from and against
      any and all Indemnifiable Losses to the extent relating to, resulting
      from, or arising out of:

                                       46


                  (i)   any breach of representation or warranty of Parent under
      this Agreement or any certificate delivered in connection herewith;

                  (ii)  any breach or nonfulfillment of any agreement or
      covenant of the Company or Parent under this Agreement;

                  (iii) any and all Taxes imposed on the Company or any of its
      Subsidiaries (A) for any taxable year or period (or portion thereof) that
      ends on or before the Closing Date (except, with respect to any particular
      Tax, to the extent the amount of such Tax has been (1) paid, (2) accrued
      on the consolidated balance sheet of the Company and its Subsidiaries
      dated November 30, 2004 previously delivered to Purchasers by Parent, (3)
      accrued in the financial statements delivered to Purchasers pursuant to
      Section 5.11 (the "Accruals") (provided that such Accruals are made
      consistent with past practice, in accordance with GAAP and reflect only
      Taxes properly allocable to the Company and its Subsidiaries (as opposed
      to FNF and its Subsidiaries, other than the Company and its Subsidiaries)
      and including any amounts distributed under clause (i) of 5.2(b)(ix) (B)
      to the extent such distributions exceed the amounts accrued on the
      November 30, 2004 or the Accruals, or (4) with respect to the period
      commencing the last day of the month immediately preceding the Closing
      Date through the Closing Date, Taxes incurred in the ordinary course of
      business of the Company and its Subsidiaries), and (B) under Treasury
      Regulation Section 1.1502-6(a) (or any similar provision of Law) by reason
      of being a member of any Affiliated Group on or before the Closing Date.
      Parent shall, unless prohibited by applicable Law, cause the Company and
      its Subsidiaries to close the taxable period of the Company and its
      Subsidiaries as of the close of business on the Closing Date. If
      applicable Law does not permit the Company or any of its Subsidiaries to
      close its taxable year on the Closing Date, the amount of such Taxes
      allocable to the portion of such period ending on the Closing Date shall
      (i) in the case of any Taxes based upon or related to income or gross
      receipts, be deemed equal to the amount which would be payable if the
      relevant taxable period ended on the Closing Date, and (ii) in the case of
      any Taxes other than Taxes based upon or related to income or gross
      receipts, be deemed to be the amount of such Taxes for the entire period
      multiplied by a fraction the numerator of which is the number of days in
      the portion of the period ending on the Closing Date and the denominator
      of which is the number of days in the entire period. Any allocation of
      income or deductions required to determine any Taxes relating to a such
      period shall be taken into account as though the relevant taxable period
      ended on the Closing Date and by means of a closing of the books and
      records of the Company or its Subsidiary, as applicable, as of the close
      of the Closing Date; provided that exemptions, allowances or deductions
      that are calculated on an annual basis (including, but not limited to,
      depreciation and amortization deductions) shall be allocated between the
      period ending on the Closing Date and the period after the Closing Date in
      proportion to the number of days in each such period.

                  (iv)  Title IV of ERISA solely as a result of the Company
      being or having been an ERISA Affiliate of Parent.

                                       47


      Except with respect to actual and direct damage suffered by a Purchaser
(in which event any indemnification payment related thereto will be made to such
Purchaser, or at such Purchaser's election, to the Company), the Purchasers
Representatives shall determine, in their sole discretion, as to whether the
Company, the Purchasers, or any other party entitled to indemnification pursuant
to this Section 8.2(a) shall be the recipient of indemnification payments made
hereunder; provided, however, that in the event the Purchasers Representatives
determine that the Purchasers are to be the recipients of indemnification
payments pursuant to this Section 8.2(a), each Purchaser shall be entitled to
its pro rata share of such indemnification payments based on the number of
Shares purchased.

            (b)   Purchasers shall severally, but not jointly, indemnify,
      defend, and hold harmless the Company, the Parent and their Affiliates
      from and against any and all Indemnifiable Losses to the extent relating
      to, resulting from, or arising out of:

                  (i)   any breach of representation or warranty of such
      Purchaser under this Agreement or any certificate delivered in connection
      herewith; and

                  (ii)  any breach or nonfulfillment of any agreement or
      covenant of such Purchaser under this Agreement.

            (c)   For purposes of determining whether a breach of a
      representation and warranty has occurred and for purposes of determining
      the amount of any Indemnifiable Loss for all purposes under this Article
      VIII, each representation and warranty contained in this Agreement (other
      than the representation in Section 3.12(ii)) shall be read without regard
      to any materiality or Material Adverse Effect qualifier contained therein.

      8.3   Deductible; Maximum Liability. Neither Parent nor the Purchasers
shall be obligated to indemnify and hold harmless their respective Indemnitees
under Section 8.2(a)(i) or Section 8.2(b)(i) unless and until the aggregate
amount of all Indemnifiable Losses by the Indemnitees under such Section
8.2(a)(i) or Section 8.2(b)(i), as the case may be, exceeds $30.0 million for
all Indemnifiable Losses (the "Deductible"), at which point Parent or the
Purchasers, as the case may be, shall be liable to their respective Indemnitees
for the value of the Indemnitee's claims under Section 8.2(a)(i) or Section
8.2(b)(i), as the case may be, that is in excess of the Deductible, subject to
the limitations set forth in this Article VIII . The maximum aggregate liability
of each of Parent and the Purchasers (allocated pro rata on the basis of the
number of Shares purchased in the case of the Purchasers), as the case may be,
to their respective Indemnitees for any and all Indemnifiable Losses pursuant to
this Article VIII shall be $250.0 million (the "Cap"). Notwithstanding anything
to the contrary contained herein, neither the Deductible nor the Cap shall apply
with respect to Indemnifiable Losses to the extent relating to, resulting from,
or arising out of (x) any breach or nonfulfillment of any agreement or any
covenant contained in this Agreement, (y) any breach of representation or
warranty contained in any of Sections 3.2, 3.5, 3.6, 3.7, 3.8, 3.21, the third
sentence of 3.22(i), 4.2, 4.5 and 4.6, or any Indemnifiable Loss under Section
8.2(a)(iii); provided, however, that Parent shall not be obligated to indemnify
and hold harmless any Indemnitee hereunder for a breach of Section 3.21 or for
any Indemnifiable Loss relating to, resulting from, or arising out of clause (A)
of

                                       48


Section 8.2(a)(iii), unless and until the aggregate amount of all such
Indemnifiable Losses under such Section 3.21 and Section 8.2(a)(iii) exceeds
$250,000 and then only to the extent of the Purchase Price, or (z) any
Indemnifiable Losses relating to, resulting from or arising out of ERISA matters
set forth in Section 8.2(a)(iv).

      8.4   Definitions. As used in this Agreement:

      (i)   "Indemnitee" means any person entitled to indemnification under this
Agreement;

      (ii)  "Indemnitor" means any person required to provide indemnification

under this Agreement;

      (iii) "Indemnifiable Losses" means any and all damages, losses,
liabilities, obligations, costs, and expenses, and any and all claims, demands,
actions, suits, proceedings, or investigations or appeals by any Person,
including the costs and expenses of any and all assessments, judgments,
settlements, and compromises relating thereto but not including attorneys' fees
and expenses in respect thereof and in respect of establishing the right to
indemnification hereunder; provided, however that any Indemnity Payment (x) made
to the Purchasers shall be prorated to reflect only the Purchasers' then
percentage ownership interest in the Company, and, shall in no event include any
special or punitive damages (unless in connection with a Third Party Claim), and
(y) shall be net of any (A) amounts actually recovered (after deducting related
costs and expenses) or recoverable by the Indemnitee for the Indemnifiable
Losses for which such Indemnity Payment is made under any insurance policy,
warranty or indemnity from any Person other than a party hereto, and (B) Tax
benefits actually realized by the Indemnitee in respect of any Indemnifiable
Losses for which such Indemnity Payment is made.

      (iv)  "Indemnity Payment" means any amount of Indemnifiable Losses
required to be paid pursuant to this Agreement; and

      (v)   "Third-Party Claim" means any claim, action, suit, or proceeding
made or brought by any person that is not a party to this Agreement or an
Affiliate of a party to this Agreement.

      8.5   Procedures for Third-Party Claims.

            (a)   If any Indemnitee receives notice of assertion or commencement
      of any Third-Party Claim against such Indemnitee in respect of which an
      Indemnitor may be obligated to provide indemnification under this
      Agreement, the Indemnitee shall give such Indemnitor reasonably prompt
      written notice (but in no event later than 30 days after becoming aware)
      thereof; provided, however, that no delay on the part of the Indemnitee in
      notifying any Indemnitor shall relieve the Indemnitor from any obligation
      hereunder unless (and then solely to the extent) the Indemnitor is
      actually prejudiced by such delay.

            (b)   Any Indemnitor will have the right to defend the Indemnitee
      against the Third-Party Claim with counsel of its choice reasonably
      satisfactory to the Indemnitee

                                       49


      so long as (i) the Indemnitor notifies the Indemnitee in writing within
      thirty (30) days after the Indemnitee has given notice of the Third-Party
      Claim that the Indemnitor will indemnify the Indemnitee from and against
      any such Indemnifiable Losses, (ii) the Indemnitor provides the Indemnitee
      with evidence reasonably acceptable to the Indemnitee that the Indemnitor
      will have the financial resources to defend against the Third-Party Claim
      and, (iii) the Indemnitor conducts the defense of the Third-Party Claim
      actively and diligently; provided, that, in the event settlement of, or an
      adverse judgment in respect of, a Third-Party Claim, is likely, in the
      good faith judgment of a Purchaser who is an Indemnitee hereunder, to
      adversely affect the reputation or business of such Purchaser or its
      Affiliates, such Purchaser shall have the right to defend, at its expense,
      against such Third-Party Claim with the counsel of its choice. The
      Purchasers may also participate in defense of any other Third-Party Claim
      at their expense.

            (c)   So long as the Indemnitor is conducting the defense of the
      Third-Party Claim in accordance with Section 8.5(b), (i) the Indemnitee
      may retain separate co-counsel at its sole cost and expense and
      participate in the defense of the Third-Party Claim, (ii) the Indemnitee
      will not consent to the entry of any judgment or enter into any compromise
      or settlement in respect of the Third-Party Claim without the prior
      written consent of the Indemnitor (which consent will not be unreasonably
      conditioned, delayed, or withheld), and (iii) the Indemnitor will not
      consent to the entry of any judgment or enter into any compromise or
      settlement in respect of the Third-Party Claim without the prior written
      consent of the Indemnitee (which consent will not be unreasonably
      conditioned, delayed, or withheld); provided, however, that, in respect of
      clause (iii) above, the Indemnitee may condition such consent upon the
      delivery by the claimant or plaintiff to the Indemnitee of a duly executed
      unconditional release of the Indemnitee from all liability in respect of
      such Third-Party Claim.

            (d)   In the event any condition set forth in Section 8.5(b) is or
      becomes unsatisfied, however, (i) the Indemnitee may defend against, and
      consent to the entry of any judgment or enter into any settlement in
      respect of, the Third-Party Claim in any manner it reasonably may deem
      appropriate, provided that the Indemnitee will consult with and obtain the
      consent of the Indemnitor in connection therewith which shall not be
      unreasonably conditioned, delayed, or withheld, (ii) the Indemnitor will
      reimburse the Indemnitee promptly and periodically for the costs of
      defending against the Third-Party Claim (including reasonable attorneys'
      fees and expenses), and (iii) the Indemnitor will remain responsible for
      any Indemnifiable Losses the Indemnitee may suffer resulting from, arising
      out of, relating to, in the nature of, or caused by, the Third-Party Claim
      to the fullest extent provided in this Section 8.5.

      8.6   Direct Claims. The Indemnitor will have a period of thirty (30) days
within which to respond in writing to any claim by an Indemnitee on account of
an Indemnifiable Loss that does not result from a Third-Party Claim (a "Direct
Claim"). If the Indemnitor does not so respond within such 30 day period, the
Indemnitor will be deemed to have rejected such claim, in which event the
Indemnitee will be entitled to pursue such remedies as may be available to the

                                       50


Indemnitee. In any case where the Purchasers are the Indemnitees, the Purchasers
may bring the claim on behalf of the Purchasers or the Company, in their sole
discretion.

      8.7   Sole Remedy. The parties hereto acknowledge and agree that, if the
Closing occurs, their sole and exclusive remedy following the Closing with
respect to any and all claims arising out of or related to the transactions
contemplated by this Agreement shall be pursuant to the provisions set forth in
this Article VIII; provided, however that nothing contained herein shall prevent
an Indemnitee from bringing a claim based on fraud.

      8.8   Certain Other Matters. Upon making any Indemnity Payment, Indemnitor
will, to the extent of such Indemnity Payment, be subrogated to all rights of
Indemnitee against any third person (other than an insurance company) in respect
of the Indemnifiable Loss to which the Indemnity Payment related; provided,
however, that (i) Indemnitor shall then be in compliance with its obligations
under this Agreement in respect of such Indemnifiable Loss and (ii) until
Indemnitee fully recovers its Indemnity Payment, any and all claims of the
Indemnitor against any such third person on account of such Indemnity Payment
will be subrogated and subordinated in right of payment to Indemnitee's rights
against such third person. Without limiting the generality or effect of any
other provision hereof, each such Indemnitee and Indemnitor will duly execute
upon request all instruments reasonably necessary to evidence and perfect the
above-described subrogation and subordination rights. Any Indemnity Payment
hereunder shall be treated as an adjustment to the applicable purchase price.

                                   ARTICLE IX
                                   Termination

      9.1   Termination. This Agreement may be terminated and the transactions
contemplated hereby abandoned at any time prior to the Closing:

            (a)   by the written agreement of Purchasers Representatives, on the
      one hand, and the Company, on the other hand;

            (b)   by Purchasers Representatives or the Company if there shall
      have been entered a final, non-appealable order or injunction by any
      Governmental Entity prohibiting or restraining the consummation of the
      transactions contemplated hereby or any material part hereof;

            (c)   by Parent, on the one hand, and the Purchasers
      Representatives, on the other hand, if a Purchaser (with respect to the
      Parent's termination right) or the Parent or the Company (with respect to
      the Purchasers Representatives right) shall have breached or failed to
      perform in any material respect any of its representations, warranties,
      covenants or other agreements contained in this Agreement, which breach or
      failure to perform (A) would give rise to the failure of a condition to
      the terminating party's obligations as set forth in Article VI, and (B)
      such breach or failure to perform is incapable of being or has not been
      cured by the breaching party within 20 calendar days after giving written
      notice to the breaching party of such breach or failure to perform;
      provided, however that with respect to any breach of the No MAE Reps, the
      Parent shall have the right for 10 business

                                       51


      days following the receipt of notice from the Purchasers Representatives
      of their intent to terminate this Agreement pursuant to this section, to
      attempt to cure such breach prior to the Purchasers being deemed to have
      any right to terminate this Agreement pursuant to this section;

            (d)   by Parent and the Company if any Restraint having any of the
      effects set forth in Section 5.5 shall be in effect and shall have become
      final and nonappealable (provided that the right to terminate this
      Agreement under this Section 9.1(d) shall not be available to any party
      who has materially breached any representation or warranty or failed to
      fulfill any obligation under this Agreement);

            (e)   [Intentionally omitted];

            (f)   by Purchasers Representatives or Parent on or after May 31,
      2005, if the Closing has not occurred prior to such date; provided that
      the right to terminate this Agreement under this Section 9.1(f) shall not
      be available to any party who has materially breached any representation
      or warranty or failed to fulfill any obligation under this Agreement.

The party desiring to terminate this Agreement pursuant to Section 9.1(b),
9.1(c), 9.1(d) or 9.1(f) shall promptly give written notice of such termination
to the other party.

      9.2   Effect of Termination. Except for Section 5.6, 5.9 and this Section
9.2 and Article X which shall survive any termination of this Agreement, upon
the termination of this Agreement pursuant to Section 9.1, this Agreement shall
become null and void and of no further force and effect and all obligations of
the parties hereto shall terminate and there shall be no liability or obligation
of any party hereto; provided, however, that nothing herein shall relieve any
party hereto from liability for its default under or breach of any
representation, warranty, covenant, or agreement under this Agreement prior to
such termination.

                                    ARTICLE X
                                  Miscellaneous

      10.1  Amendments. This Agreement may be amended, modified, or supplemented
only pursuant to a written instrument making specific reference to this
Agreement and signed by each of THL, TPG, Parent and Company; provided, however,
that no such modification or amendment which adversely affects either Evercore
or BACI disproportionately to any other Purchaser shall be permitted without the
written consent of Evercore or BACI, as applicable.

      10.2  Assignment. This Agreement and the rights and obligations hereunder
shall not be assigned, delegated, or otherwise transferred (whether by operation
of law (other than a merger), by contract, or otherwise) without the prior
written consent of the Purchasers Representatives hereto; provided, however,
that any Purchaser may, without obtaining the prior written consent of any other
party, assign, delegate, or otherwise transfer its rights and obligations
hereunder to any Affiliate of such Purchaser so long as (i) such Affiliate joins
as a Purchaser party hereto, and (ii) such assignment, delegation or other
transfer does not affect the accuracy of the representations

                                       52


and warranties provided in Section 4.6. Any attempted assignment, delegation, or
transfer in violation of this Section 10.2 shall be void and of no force or
effect.

      10.3  Binding Effect. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. In addition, all
decisions, elections or other actions expressly provided to the Purchasers
Representatives under this Agreement, when made, shall be binding on all other
Purchasers to the same extent such decisions, elections or other actions are
binding on THL and TPG.

      10.4  Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.

      10.5  Entire Agreement. This Agreement (including the Schedules attached
hereto) and the Transaction Documents constitute the entire agreement of the
parties hereto in respect of the subject matter hereof and thereof, and
supersede all prior agreements or understandings, among the parties hereto,
including the Initial Agreement, in respect of the subject matter hereof and
thereof. Except for the representations and warranties expressly set forth in
this Agreement, neither the Company, Parent, any Purchaser nor any other Person
has made and does not hereby make any express or implied representations or
warranties of any nature.

      10.6  Fees and Expenses.

            (a)   The Company shall pay, out of the proceeds of the Purchase
      Price, all actual, reasonable and out-of-pocket expenses incurred by or on
      behalf of the Purchasers (including, without limitation, legal, accounting
      and investment banking fees and expenses) in connection with the
      preparation, negotiation, execution, delivery, and performance of this
      Agreement and each Transaction Document, including legal and financial
      diligence relating thereto but in no event in an amount in excess of $45
      million (inclusive of all amounts paid at Closing under Section 2(a) of
      the Management Agreements).

            (b)   The Company shall pay, out of the proceeds of the Purchase
      Price and the Transaction, all actual, reasonable and out-of-pocket
      expenses incurred by or on behalf of the Company and the Parent
      (including, without limitation, legal, accounting and investment banking
      fees and expenses) in connection with the preparation, negotiation,
      execution, delivery, and performance of this Agreement and each
      Transaction Document and the consummation of the transactions contemplated
      hereby and thereby but in no event in an amount in excess of $10 million.
      The Company shall pay, out of the proceeds of the Financing, all actual,
      reasonable and out of pocket expenses incurred by or on behalf of the
      Parent or the Company (including, without limitation, legal, accounting
      and investment banking fees, commitment fees and other bank costs, fee and
      expenses) in connection with the preparation, negotiation, execution,
      delivery, and performance of this Agreement and each Transaction

                                       53


      Document, including legal and financial diligence relating thereto but in
      no event in an amount in excess of $50 million.

      10.7  Governing Law. This Agreement shall be enforced, governed, and
construed in all respects in accordance with the laws of the State of New York
applicable to contracts executed and performable solely in such state.

      10.8  Headings. The article and section headings of this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.

      10.9  Jurisdiction. The parties hereto agree that any action, suit, or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or relating to, this Agreement or the transactions contemplated hereby
can only be brought in federal court sitting in the Southern District of New
York or, if such court does not have jurisdiction, any state court sitting in
the Borough of Manhattan, New York County, New York, and each of the parties
hereto hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such action, suit, or proceeding
and irrevocably waives, to the fullest extent permitted by Law, any objection
that it may now or hereafter have to the laying of the venue of any such action,
suit, or proceeding in any such court or that any such action, suit, or
proceeding that is brought in any such court has been brought in an inconvenient
forum.

      10.10 Notices. Any notice, demand, request, instruction, correspondence,
or other document required or permitted to be given hereunder by any party to
the other shall be in writing and delivered (i) in person, (ii) by a nationally
recognized overnight courier service requiring acknowledgment of receipt of
delivery, (iii) by United States certified mail, postage prepaid and return
receipt requested, or (iv) by facsimile, as follows:

      If to the Company, to:

      Fidelity National Information Services, Inc.
      601 Riverside Avenue
      Jacksonville, FL 32204
      Attention: Gregory S. Lane
      Facsimile No.: )904)357-1026

      If to Parent, to:

      Fidelity National Financial, Inc.
      601 Riverside Avenue
      Jacksonville, FL 32204
      Attention: Gregory S. Lane
      Facsimile No.: (904)357-1026
      If to a Purchaser, to:

      the addresses set forth on Schedule A

                                       54


      with a copy to (which shall not constitute notice):

      Weil, Gotshal & Manges LLP
      100 Federal Street
      Boston, MA 02110
      Attention: James Westra
                 Marilyn French
      Facsimile No.: 617.772.8333

      and if to TPG Partners IV, L.P. or its affiliates, with a copy to
      (which shall not constitute notice):

      Cleary Gottlieb Steen & Hamilton LLP
      One Liberty Plaza
      New York, NY 10006
      Attention: David Leinwand
      Facsimile: (212) 225-3999

      and if to Evercore, with a copy to (which shall not constitute notice):

      Simpson Thacher & Bartlett LLP
      425 Lexington Avenue
      New York, NY 10017
      Attention: Alan Schwartz
      Facsimile: 212-455-2502

      and if to BACI, with a copy to (which shall not constitute notice):

      Kennedy Covington Lobdell & Hickman, L.L.P.
      Hearst Tower
      214 North Tryon Street, 47th Floor
      Charlotte, NC 28202
      Attention: T. Richard Giovannelli
      Facsimile: (704) 353-3184

      Notice shall be deemed given, received, and effective on: (i) if given by
personal delivery or courier service, the date of actual receipt by the
receiving party, or if delivery is refused on the date delivery was first
attempted; (ii) if given by certified mail, the third day after being so mailed
if posted with the United States Postal Service; and (iii) if given by
facsimile, the date on which the facsimile is transmitted if confirmed by
transmission report during the transmitter's normal business hours, or at the
beginning of the next business day after transmission if confirmed at any time
other than the transmitter's normal business hours. Any person entitled to
notice may change any address or facsimile number to which notice is to be given
to it by giving notice of such change of address or facsimile number as provided
in this Section 10.10. The

                                       55


inability to deliver notice because of changed address or facsimile number of
which no notice was given shall be deemed to be receipt of the notice as of the
date such attempt was first made.

      10.11 No Recourse. Notwithstanding any provision of this Agreement to the
contrary, each party hereto agrees that absent fraud, willful misconduct or
intentional misrepresentation, neither it nor any person acting on its behalf
may assert any claim or cause of action against any officer, director,
stockholder, controlling person, manager, member, partner, employer, agent,
representative, or Affiliate of any other party nor their respective officers,
directors, stockholders, controlling persons, managers, members, partners,
employees, agents, or representatives in connection with, arising out of, or
relating to this Agreement, the Transaction Documents, or the transactions
contemplated hereby or thereby, in each case, except to the extent any such
Person is a party to such Transaction Document.

      10.12 Severability. If any provision of this Agreement or the application
of such provision to any person or circumstance shall be held (by a court of
competent jurisdiction) to be invalid, illegal, or unenforceable under the
applicable Law of any jurisdiction, (i) the remainder of this Agreement or the
application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Agreement.

      10.13 Specific Performance. The Parties hereby acknowledge and agree that
if any party fails to perform (i) under this Agreement prior to Closing or (ii)
under any covenants contained in Sections 5.5 and 5.13 following the Closing,
monetary damages alone may not be adequate to compensate the other parties for
their injuries. Each party shall, therefore, in addition to any other remedy
that may be available to them, be entitled to seek to obtain specific
performance of (i) this Agreement for failure to perform under this Agreement
prior to Closing and (ii) the covenants contained in Sections 5.5 and 5.13
following the Closing. If any action, suit, or proceeding is instituted by a
party to enforce this Agreement, the other parties hereby waive the defense that
there is an adequate remedy at law. In the event of a Default by a party that
results in the filing of an action for damages, specific performance, or other
remedies, the winning party shall be entitled to reimbursement by the defaulting
party of all reasonable attorneys' fees and expenses incurred by it.

      10.14 Third-Party Beneficiaries. Except as expressly provided in Article
VIII, nothing express or implied in this Agreement is intended or shall be
construed to confer upon or give any Person other than the parties hereto and
their respective permitted assigns any rights or remedies under or by reason of
this Agreement or the transactions contemplated hereby.

      10.15 Waiver. Except as otherwise expressly provided herein, the rights
and remedies provided for herein are cumulative and not exclusive of any right
or remedy that may be available to any party whether at law, in equity, or
otherwise. No delay, forbearance, or neglect by any party, whether in one or
more instances, in the exercise of any right, power, privilege, or remedy
hereunder or in the enforcement of any term or condition of this Agreement shall
constitute or be construed as a waiver thereof. No waiver of any provision
hereof, or consent required hereunder, or any consent or departure from this
Agreement, shall be valid or binding unless expressly and affirmatively made in
writing and duly executed by the party to be charged with such waiver. No

                                       56


waiver shall constitute or be construed as a continuing waiver or a waiver in
respect of any subsequent breach or Default, either of equivalent or different
nature, unless expressly so stated in such writing.

      10.16 Purchaser Obligations. All obligations of the Purchasers contained
herein shall be several, not joint.

                  [Remainder of Page Intentionally Left Blank]

                                       57


      IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase
Agreement as of the date first above written.

                          FIDELITY NATIONAL INFORMATION SERVICES,
                          INC.

                          By: _____________________________________
                          Name: ___________________________________
                          Title:__________________________________

                          FIDELITY NATIONAL FINANCIAL, INC.

                          By: _____________________________________
                          Name: ___________________________________
                          Title:__________________________________

                          THOMAS H. LEE EQUITY FUND V, L.P.

                          By: THL Equity Advisors V, LLC, its general partners
                          By: Thomas H. Lee Partners, L.P., its sole member
                          By: Thomas H. Lee Advisors LLC, its general partner

                          By: __________________________________________Name:
                          Title: Managing Director

                                       58


                          THOMAS H. LEE PARALLEL FUND V, L.P.

                          By: THL Equity Advisors V, LLC, its general partner
                          By: Thomas H. Lee Partners, L.P., its sole member
                          By: Thomas H. Lee Advisors LLC, its general partner

                          By: __________________________________________Name:
                          Title: Managing Director

                          THOMAS H. LEE CAYMAN FUND V, L.P.

                          By: THL Equity Advisors V, LLC, its general partner
                          By: Thomas H. Lee Partners, L.P., its sole member
                          By: Thomas H. Lee Advisors LLC, its general partner

                          By: __________________________________________Name:
                          Title: Managing Director

                          THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

                          By: THL Investment Management Corp., its general
                          partner

                          By:___________________________________________Name:
                          Title:

                          PUTNAM INVESTMENTS EMPLOYEES'
                          SECURITIES COMPANY I LLC

                          By: Putnam Investment Holdings, LLC, its managing
                          member
                          By: Putnam Investments, LLC, its managing member

                                       59


                          By: __________________________________________Name:
                          Title:

                          PUTNAM INVESTMENTS EMPLOYEES'
                          SECURITIES COMPANY II LLC

                          By: Putnam Investment Holdings, LLC, its managing
                          member
                          By: Putnam Investments, LLC, its managing member

                          By: __________________________________________Name:
                          Title:

                                       60


                          PUTNAM INVESTMENT HOLDINGS, LLC

                          By: Putnam Investments, LLC, its managing member

                          By: __________________________________________Name:
                          Title:

                          TPG PARTNERS IV, L.P.

                          By: TPG GenPar IV, L.P., its general partner
                          By: TPG Advisors IV, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          TPG PARTNERS III, L.P.

                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          TPG PARALLEL III, L.P.

                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                                       61


                          TPG INVESTORS III, L.P.

                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          FOF PARTNERS III, L.P.

                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          FOF PARTNERS III-B, L.P.

                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          TPG DUTCH PARALLEL III, C.V.
                          By: TPG GenPar Dutch, L.L.C., its general partner
                          By: TPG GenPar III, L.P., its general partner
                          By: TPG Advisors III, Inc., its general partner

                          By: __________________________________________Name:
                          Title:

                          EVERCORE METC CAPITAL PARTNERS II L.P.

                          By: Evercore Partners II L.L.C., its General Partner

                          By: __________________________________________
                              Name:
                              Title:
                                       62


                          BANC OF AMERICA CAPITAL INVESTORS, L.P.

                          By: Banc of America Capital Management, L.P.,
                              its General Partner

                          By: BACM I GP, LLC,
                              its General Partner

                          By: __________________________________________
                              Name:
                              Title:

                                       63


                                   SCHEDULE A
ALLOCATION AMONG THE PURCHASERS OF 50,000,000 SHARES OF COMMON STOCK OF THE
COMPANY

THL ENTITIES



                                                                    NUMBER OF
             ENTITY                              CONSIDERATION        SHARES       PERCENTAGE
- -------------------------------------------     ----------------    ----------     ----------
                                                                          
Thomas H. Lee Equity Fund V, L.P.               $ 172,903,060.00    17,290,306      76.845804%
Thomas H. Lee Parallel Fund V, L.P.             $  44,861,410.00     4,486,141      19.938404%
Thomas H. Lee Equity (Cayman) Fund V,
L.P.                                            $   2,382,360.00       238,236       1.058827%
Putnam Investment Holdings, LLC                 $   1,354,990.00       135,499       0.602218%
Putnam Investments Employees' Securities
Company I LLC                                   $   1,164,370.00       116,437       0.517498%
Putnam Investments Employees' Securities
Company II LLC                                  $   1,039,620.00       103,962       0.462053%
Thomas H. Lee Investors Limited Partnership     $   1,294,190.00       129,419       0.575196%
                                                ----------------    ----------     ----------
THL ENTITIES IN TOTAL                           $ 225,000,000.00    22,500,000       100.0000%
                                                ----------------    ----------     ----------


TPG ENTITIES



        ENTITY                        CONSIDERATION      NUMBER OF SHARES     PERCENTAGE
- ----------------------------         ----------------    ----------------     ----------
                                                                     
TPG Partners IV, L.P.                $ 138,923,100.00     13,892,310.0000        61.7436%
TPG Partners III, L.P.               $  68,338,688.00      6,833,869.0000        30.3728%
TPG Parallel III, L.P.               $   8,925,228.00        892,523.0000         3.9668%
TPG Investors III, L.P.              $   4,501,478.00        450,148.0000         2.0007%
FOF Partners III, L.P.               $     108,285.00         10,828.0000         0.0481%
FOF Partners III-B, L.P.             $   2,406,710.00        240,671.0000         1.0696%
TPG Dutch Parallel III, C.V.         $   1,796,511.00        179,651.0000         0.7984%
                                     ----------------    ----------------     ----------
TPG ENTITIES IN TOTAL                $ 225,000,000.00     22,500,000.0000       100.0000%
                                     ----------------    ----------------     ----------


EVERCORE



         ENTITY              CONSIDERATION       NUMBER OF SHARES       PERCENTAGE
- -----------------------      -------------       ----------------       ----------
                                                               
Evercore METC
Capital Partners II L.P.     $  30,000,000              3,000,000         100.0000%


BACI



         ENTITY              CONSIDERATION       NUMBER OF SHARES       PERCENTAGE
- -----------------------      -------------       ----------------       ----------
                                                               
Banc of America              $  20,000,000              2,000,000         100.0000%
Capital Investors, L.P.


TOTAL



                                                 NUMBER OF
         ENTITY              CONSIDERATION        SHARES         PERCENTAGE
- -----------------------      -------------       ----------      ----------
                                                        
THL Entities                 $ 225,000,000       22,500,000         45.0000%
TPG Entities                 $ 225,000,000       22,500,000         45.0000%
Evercore                     $  30,000,000        3,000,000          6.0000%
BACI                         $  20,000,000        2,000,000          4.0000%
                             -------------       ----------      ----------
TOTAL                        $ 500,000,000       50,000,000        100.0000%
                             -------------       ----------      ----------




PURCHASER ADDRESSES:

           Thomas H. Lee Partners, L.P.
           100 Federal Street
           Boston, MA 02110
           Attention: Thomas Hagerty and Seth Lawry
           Telephone: (617) 227-1050
           Facsimile: (617) 227-3514

           Texas Pacific Group
           301 Commerce Street
           Suite 3300
           Fort Worth, TX 76102
           Attention: David Spuria
           Telephone: (817) 871-4000
           Facsimile: (817) 871-4088

           Evercore Partners
           55 East 52nd Street, 43rd Floor
           New York, NY 10055
           Attn: Neeraj Mital
           Telephone: (212) 857-3197
           Facsimile: (212) 857-3152

           Banc of America Capital Investors, L.P.
           Bank of America Corporate Center
           100 North Tryon Street, 25th Floor
           NC1-007-25-02
           Charlotte, NC 28255
           Attention: Robert L. Edwards, Jr.
           Facsimile: (704) 386-6432

EX-10.2

                                                                    EXHIBIT 10.2

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment"), dated as
of February 15, 2005 (but effective as provided in Section 4 of this Third
Amendment), is entered into among FIDELITY NATIONAL FINANCIAL, INC., a Delaware
corporation (the "Borrower"), the lenders listed on the signature pages hereof
as Lenders (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent
(the "Administrative Agent").

                                   BACKGROUND

     A. The Borrower, the Lenders, and the Administrative Agent are parties to
that certain Credit Agreement, dated as of November 4, 2003, as amended by that
certain First Amendment to Credit Agreement, dated as of April 9, 2004, and that
certain Second Amendment to Credit Agreement, dated as of October 29, 2004 (the
"Second Amendment") (said Credit Agreement, as amended, the "Credit Agreement").
The terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement.

     B. As a result of the FIS Recapitalization Transaction (as defined herein),
certain amendments to the Credit Agreement provided for in the Second Amendment
which were to become effective upon the Second Amendment Secondary Effective
Date and the Second Amendment Final Effective Date (as each such term is defined
in the Second Amendment) are no longer necessary or appropriate.

     C. The Lenders and the Administrative Agent hereby agree to amend the
Credit Agreement to, among other things, account for the FIS Recapitalization
Transaction and to eliminate certain provisions that were to subsequently become
effective pursuant to the Second Amendment, subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, and the Administrative Agent covenant and agree as follows:

     1. AMENDMENTS.

     (a) The definition of "Interest Coverage Ratio" set forth in Section 1.01
of the Credit Agreement is hereby amended to read as follows:

          "Interest Coverage Ratio" means, for any period, the ratio of Cash
     Flow to Interest Expense for such period. Cash Flow and Interest Expense
     shall be determined on a trailing four Fiscal Quarter basis as at the end
     of each Fiscal Quarter for each Test Period.

     (b) The definition of "Subsidiary" set forth in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:

          "Subsidiary" of a Person means any Person of which more than 50% of
     the Voting Stock or other Equity Interests (in case of Persons other than
     corporations), is owned or controlled directly or indirectly by the Person,
     or one or more of the


                                        1

     Subsidiaries of the Person, or a combination thereof; provided, however,
     for purposes of this Agreement and any other Loan Document, FIS and its
     Subsidiaries shall not be deemed to be Subsidiaries of the Borrower after
     the Third Amendment Closing Date. For purposes of clarification, except
     where otherwise expressly stated, references to Subsidiaries of the
     Borrower with respect to time periods (a) prior to the Third Amendment
     Closing Date shall refer to all Subsidiaries of the Borrower, including FIS
     and its Subsidiaries, and (b) on and after the Third Amendment Closing Date
     shall exclude FIS and its Subsidiaries; provided, further, however,
     calculations of the financial covenants set forth in Section 7.09 (and the
     related financial statements and audit required pursuant to Sections
     6.01(a) and (b)) shall exclude FIS and its Subsidiaries, commencing
     December 31, 2004. Subject to the immediately preceding sentence, unless
     the context otherwise requires, references herein to a "Subsidiary" shall
     refer to a Subsidiary of the Borrower.

     (c) The definition of "Subsidiary Guarantor" set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:

          "Subsidiary Guarantor" means each Material Subsidiary of the Borrower
     identified as a Subsidiary Guarantor on Schedule 5.14(b), each of which are
     required to execute and deliver to the Administrative Agent the Subsidiary
     Guaranty, and each other Material Subsidiary that is required to execute
     the Subsidiary Guaranty pursuant to Sections 6.12, 6.14 or 6.15.

     (d) Section 1.01 of the Credit Agreement is hereby further amended by
deleting the following defined terms therefrom: "FIS IPO", "FIS IPO Dividend",
"FIS Spin Off Dividend", "FIS Transaction", "Second Amendment Final Effective
Date", and "Second Amendment Secondary Effective Date".

     (e) Section 1.01 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order:

          "FIS Affiliate Credit Agreement:" means that certain Credit Agreement
     among certain wholly-owned subsidiaries of FIS, certain lenders and Bank of
     America, N.A., as agent, whereby such lenders agree to extend to such
     subsidiaries a term loan facility and a revolving credit facility.

          "FIS Recapitalization" means the FIS Stock Issuance and the FIS
     Recapitalization Dividend.

          "FIS Recapitalization Distribution" means the payment of a special
     dividend by the Borrower to holders of the common Equity Interests of the
     Borrower not to exceed $10 per share from amounts received by the Borrower
     pursuant to the FIS Recapitalization Dividend.

          "FIS Recapitalization Dividend" means the payment of a dividend by FIS
     to the Borrower in an amount equal to at least $2,000,000,000.


                                        2

          "FIS Recapitalization Proceeds" means proceeds retained by the
     Borrower in respect of the FIS Recapitalization Transaction.

          "FIS Recapitalization Transaction" means the FIS Recapitalization, the
     FIS Affiliate Credit Agreement and the FIS Recapitalization Distribution.

          "FIS Stock Issuance" means the issuance of approximately 25% of the
     common Equity Interests of FIS to Thomas H. Lee Partners, L.P., Texas
     Pacific Group and certain of its Affiliates and other investors.

          "Third Amendment" means that certain Third Amendment to Credit
     Agreement, dated as of February 15, 2005, by and among the Borrower, the
     Lenders party thereto and the Administrative Agent.

          "Third Amendment Closing Date" means the date that all of the
     conditions precedent in Section 4(a) of the Third Amendment are satisfied.

     (f) Section 7.01 of the Credit Agreement is hereby amended to read as
follows:

          7.01 LIENS. The Borrower shall not, nor shall it permit any Subsidiary
     to, directly or indirectly, create, incur, assume or suffer to exist any
     Lien upon any of its property, assets or revenues, whether now owned or
     hereafter acquired, other than the following ("Permitted Liens"):

          (a) any Lien created under any Loan Document;

          (b) Liens for taxes, fees, assessments or other governmental charges
     which are not delinquent or remain payable without penalty, or to the
     extent that non-payment thereof is permitted by Section 6.11;

          (c) carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent or remain payable without penalty or
     which are being contested in good faith by appropriate proceedings
     diligently prosecuted;

          (d) Liens (other than any Lien imposed by ERISA) incurred or deposits
     made in the ordinary course of business in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds, reinsurance agreements and other similar obligations
     incurred in the ordinary course of business (exclusive of obligations in
     respect of the payment for borrowed money);

          (e) Liens existing on the Closing Date and identified on Schedule
     7.01;

          (f) Liens consisting of pledges or deposits of cash or securities made
     by any Insurance Subsidiary as a condition to obtaining or maintaining any
     licenses issued to it by, or to satisfy the requirements of, any
     Department;


                                        3

          (g) Liens consisting of judgment or judicial attachment Liens (other
     than arising as a result of claims under or related to Insurance Contracts,
     Retrocession Agreements or Reinsurance Agreements); provided that the
     enforcement of such Liens is effectively stayed or fully covered by
     insurance and all such liens in the aggregate at any time outstanding for
     the Borrower and its Subsidiaries do not exceed 5% of Net Worth;

          (h) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount, and which do not in any case
     materially detract from the value of the property subject thereto or
     interfere with the ordinary conduct of the businesses of the Borrower and
     its Subsidiaries;

          (i) Liens securing obligations in respect of Capital Leases permitted
     pursuant to Section 7.04(d) on assets subject to such leases; provided that
     such Capital Leases are otherwise permitted hereunder,

          (j) Liens securing obligations permitted under Sections 7.04(f) and
     (g), to the extent such Liens are identified and permitted under such
     Sections;

          (k) Liens arising as a result of claims under or related to Insurance
     Contracts, Reinsurance Agreements or Retrocession Agreements in the
     ordinary course of business, or securing Indebtedness of Insurance
     Subsidiaries incurred or assumed in connection with the settlement of claim
     losses in the ordinary course of business of such Insurance Subsidiaries;

          (l) Liens on assets of a Person that becomes a Subsidiary after the
     Closing Date pursuant to a Permitted Acquisition securing Indebtedness
     permitted by Section 7.04(h), which Liens previously existed and were not
     created in contemplation thereof and which are not increased to cover any
     other property;

          (m) Liens on assets of the Borrower or its Subsidiaries securing
     Indebtedness owed to the Borrower or a Subsidiary and permitted under
     Section 7.04(l);

          (n) Liens on assets of Designated Subsidiaries securing Indebtedness
     permitted under Section 7.04(m);

          (o) so long as no Default or Event of Default has occurred and is
     continuing, other Liens securing obligations in an aggregate amount not
     exceeding at any one time outstanding 5% of Net Worth; and

          (p) any extension, renewal or replacement of the foregoing; provided
     that the Liens permitted hereby shall not be spread to cover any additional
     Indebtedness or property (other than a substitution of like property).

     (g) Section 7.02 of the Credit Agreement is hereby amended to read as
follows:

          7.02 CONSOLIDATIONS AND MERGERS; SALES OF ASSETS. The Borrower shall
     not, and shall not permit any of its Subsidiaries to, merge, consolidate
     with or into, or convey,


                                        4

     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or any part of its assets (including
     receivables and Equity Interests, and in all cases whether now owned or
     hereafter acquired) to or in favor of any Person, except:

          (a) any Subsidiary may merge with the Borrower; provided that the
     Borrower shall be the continuing or surviving Person, or with any one or
     more Subsidiaries; provided that if any transaction shall be between a
     Subsidiary and a Subsidiary that is a Wholly-Owned Subsidiary, the
     Subsidiary that is a Wholly-Owned Subsidiary shall be the continuing or
     surviving Person;

          (b) any Subsidiary may sell all or any part of its assets (upon
     voluntary liquidation or otherwise) to the Borrower or another Subsidiary
     that is a Wholly-Owned Subsidiary; and

          (c) the Borrower or any Subsidiary may sell, lease, convey or
     otherwise dispose of assets (i) if such sale, lease, conveyance or other
     disposition is (A) of portfolio Investments in the ordinary course of its
     business at fair market value, (B) of obsolete, worn-out or surplus
     property, (C) a sale of property to the extent such property is exchanged
     for credit against the purchase price of similar replacement property or
     the Net Disposition Proceeds thereof are promptly applied to the purchase
     of such replacement property; (D) ordinary course dispositions of real
     estate and related properties in connection with relocation activities for
     employees of the Borrower and its Subsidiaries; (E) dispositions of
     tangible property as part of a like kind exchange under Section 1031 of the
     Code in the ordinary course of business; (F) dispositions of real estate
     and related properties as part of the resolution or settlement of claims
     under an Insurance Contract in the ordinary course of business; or (G) a
     voluntary termination of a Swap Contract; and (ii) not otherwise permitted
     to be sold, leased, conveyed or disposed of in clause (i) immediately
     preceding, provided that (A) no Default or Event of Default shall have
     occurred or be continuing or would occur after giving effect thereto, (B)
     all such dispositions shall be for fair market value, (C) the aggregate
     value of all assets disposed of pursuant to this clause (ii) by the
     Borrower and its Subsidiaries (excluding the FIS Recapitalization
     Transaction and any additional disposition of common Equity Interests of
     FIS) shall not exceed (A) 25% of Net Worth (determined as of the last day
     of the immediately preceding Fiscal Year) in any Fiscal Year other than
     Fiscal Year 2005 or (B) 15% of Net Worth in Fiscal Year 2005, and (D) such
     disposition, if to FIS or any of its subsidiaries, would be an investment
     or acquisition otherwise permitted to be made by FIS or any of its
     subsidiaries under the FIS Credit Agreement.

     (h) Section 7.03 of the Credit Agreement is hereby amended to read as
follows:

          7.03 INVESTMENTS. The Borrower shall not, and shall not permit any of
     its Subsidiaries to, make any Investments, except for:

          (a) Investments held by the Borrower or any of its Subsidiaries in the
     form of (i) Primary Investments and (ii) so long as no Default or Event of
     Default has occurred and is continuing at the time of the making of such
     Investment or after giving effect


                                        5

     thereto, Secondary Investments; provided that, (A) such Investments comply
     with all Legal Requirements, (B) the aggregate amount of Secondary
     Investments shall not exceed 15% of the aggregate amount of the Borrower's
     total investment portfolio and (C) the aggregate amount of Investments in
     Secondary Investments that are issued by a single issuer shall not exceed
     5% of the aggregate amount of the Borrower's total investment portfolio
     (with all valuations for purposes of compliance with this clause (ii) being
     on a cost basis);

          (b) extensions of credit and capital contributions by the Borrower to
     any of its Subsidiaries existing on the Closing Date or to new Subsidiaries
     created after the Closing Date in accordance with this Agreement or by any
     of its Subsidiaries to another of its Subsidiaries existing on the Closing
     Date or to new Subsidiaries created after the Closing Date in accordance
     with this Agreement (for clarification purposes, FIS and its Subsidiaries
     shall not be deemed to be Subsidiaries of the Borrower in existence on the
     Closing Date);

          (c) Investments by the Insurance Subsidiaries in the ordinary course
     of business and in compliance with all applicable regulatory requirements;

          (d) Investments existing on the Closing Date and identified on
     Schedule 7.03;

          (e) extensions of credit in the nature of accounts receivable, notes
     receivable, lease obligations and similar obligations arising in the
     ordinary course of business;

          (f) Investments constituting Permitted Acquisitions;

          (g) Investments consisting of non-cash proceeds from Dispositions
     permitted under Section 7.02(c) and (d);

          (h) so long as no Default or Event of Default has occurred and is
     continuing, Investments of FIS Recapitalization Proceeds in FIS and its
     Subsidiaries after the Third Amendment Closing Date, together with
     Restricted Payments made with FIS Recapitalization Proceeds permitted
     pursuant to Section 7.06(b)(i), not to exceed $900,000,000 in aggregate
     amount; and

          (i) so long as no Default or Event of Default has occurred and is
     continuing, other Investments (excluding Investments in FIS and its
     Subsidiaries) in an aggregate amount not to exceed at any one time
     outstanding 3% of Net Worth.

          Notwithstanding anything in this Section 7.03 or elsewhere in this
     Agreement to the contrary, no Investment may be made in FIS or any of its
     subsidiaries unless such Investment would otherwise be permitted to be made
     under the FIS Affiliate Credit Agreement by FIS or its subsidiaries.

     (i) Section 7.04 of the Credit Agreement is hereby amended to read as
follows:


                                        6

          7.04 LIMITATION ON INDEBTEDNESS. The Borrower shall not, and shall not
     permit any of its Subsidiaries to, create, incur, assume, suffer to exist,
     or otherwise become or remain directly or indirectly liable with respect
     to, any Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement;

          (b) Indebtedness consisting of Contingent Obligations in respect of
     obligations of other Persons (excluding for purposes of this Section
     7.04(b) only, Contingent Obligations of the Borrower in respect of airplane
     leases of its Subsidiaries not to exceed $25,000,000 in aggregate amount)
     in an aggregate amount not to exceed at any one time outstanding 3% of Net
     Worth;

          (c) Indebtedness existing on the Closing Date and identified on
     Schedule 7.04;

          (d) Indebtedness incurred in the ordinary course of business in
     connection with (i) Capital Leases which are non-recourse to the Borrower
     or its Subsidiaries and (ii) other Capital Leases in an aggregate amount
     not to exceed at any one time outstanding 3% of Net Worth;

          (e) Obligations under Swap Contracts entered into for hedging
     purposes;

          (f) Indebtedness of the Borrower and its Subsidiaries having a
     maturity of 92 days or less representing borrowings from a bank or banks
     with which the Borrower or such Subsidiary has a depository relationship,
     which borrowings shall be fully secured by Cash Equivalents purchased by
     the Borrower or such Subsidiary with the proceeds of such borrowings;

          (g) Obligations incurred in the ordinary course of business in
     connection with relocation service transactions and secured by properties
     which are the subject to such transactions;

          (h) Indebtedness of a Person that becomes a Subsidiary after the
     Closing Date pursuant to a Permitted Acquisition, which Indebtedness
     existed prior to such Acquisition and was not created in contemplation
     thereof;

          (i) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof or after giving effect
     thereto, unsecured Indebtedness of the Borrower; provided that such
     Indebtedness (i) shall mature no earlier than November 5, 2008, (ii) shall
     not have any scheduled principal payments or provide for any mandatory
     prepayments or redemptions or repurchases not otherwise provided to the
     Lenders hereunder (including by way of a default under this Agreement)
     prior to November 5, 2008, (iii) has covenants, defaults and other terms
     and conditions (other than interest rates) no more restrictive than those
     contained in this Agreement, and (iv) at any time a Guaranty Trigger Event
     has occurred and is continuing, shall not exceed, when aggregated with all
     other Indebtedness outstanding under this clause (i), $700,000,000,
     provided that any Indebtedness permitted to be incurred pursuant to this
     clause (i) prior to


                                        7

     a Guaranty Trigger Event shall continue to be permitted and may remain
     outstanding at such time as a Guaranty Trigger Event has occurred and is
     continuing;

          (j) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof, other Indebtedness of the
     Borrower and its Subsidiaries (excluding Synthetic Lease Obligations) in an
     aggregate principal amount not to exceed at any one time outstanding 4% of
     Net Worth;

          (k) obligations consisting of guarantees of Indebtedness of insurance
     agents of an Insurance Subsidiary in an aggregate amount not to exceed at
     any one time outstanding 3% of Net Worth;

          (l) Indebtedness of the Borrower or a Subsidiary owing to the Borrower
     or another Subsidiary, provided that the payment of such Indebtedness by
     the Borrower or a Subsidiary that is a Subsidiary Guarantor is subordinate
     to the payment of the Obligations pursuant to Section 2.8 of the Subsidiary
     Guaranty or otherwise in a manner satisfactory to the Administrative Agent;

          (m) Non-Recourse Debt of the Designated Subsidiaries;

          (n) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof, Synthetic Lease Obligations
     of the Borrower, provided the aggregate Attributable Indebtedness in
     respect thereof shall not exceed at any one time outstanding 5% of Net
     Worth; and

          (o) any extensions, renewals or refinancings of the foregoing on terms
     substantially similar to, or more favorable to the Borrower or any
     Subsidiary than (but not less favorable to the Lenders), the terms of the
     Indebtedness being extended, renewed or refinanced.

     (j) Section 7.06 of the Credit Agreement is hereby amended to read as
follows:

          7.06 RESTRICTED PAYMENTS. The Borrower shall not, and shall not allow
     any of its Subsidiaries to, declare or make any dividend payment or other
     distribution of assets, properties, cash, rights, obligations or securities
     on account of any shares of any class of its Equity Interests, or purchase,
     redeem or otherwise acquire for value any shares of any class of its Equity
     Interests or any warrants, rights or options to acquire such shares, now or
     hereafter outstanding, or directly or indirectly voluntarily prepay,
     defease or in substance defease, purchase, redeem, retire or otherwise
     acquire, any Indebtedness described in Section 7.04(i), or Section 7.04(j)
     (collectively, "Restricted Payments"), except that (a) any Subsidiary may
     pay dividends and tax sharing payments to the corporations which own its
     Equity Interest, (b) the Borrower may, so long as before and after giving
     effect to any such payment no Event of Default or Default shall have
     occurred, make (i) Restricted Payments with FIS Recapitalization Proceeds
     (excluding the FIS Recapitalization Distribution) after the Third Amendment
     Closing Date, together with Investments made with Recapitalization Proceeds
     permitted pursuant to Section 7.03(h), not to exceed $900,000,000 in
     aggregate amount and (ii) the FIS Recapitalization Distribution, and (c)
     the Borrower may, so long as before and after


                                        8

     giving effect to any such payment no Event of Default or Default shall have
     occurred, at any time that the Borrower's Debt Rating is Investment Grade
     by either S&P or Moody's, make Restricted Payments in addition to those
     permitted pursuant to clause (a) and (b) above; provided, however, if at
     any time during any Fiscal Year the Borrower's Debt Rating is not
     Investment Grade Rating by both S&P and Moody's, the Borrower may not make
     any such additional Restricted Payments during such time that would cause
     the aggregate amount of Restricted Payments during such Fiscal Year to
     exceed 10% of Net Worth as of the last day of the immediately preceding
     Fiscal Year; provided, further, however, that if no Default exists or would
     result therefrom, the Borrower shall be entitled to make additional
     Restricted Payments in the immediately following Fiscal Year only and not
     on a cumulative basis, in an amount of the Restricted Payments permitted to
     be made for the preceding Fiscal Year which were not made during such
     Fiscal Year.

     (k) Section 7.09(a) of the Credit Agreement is hereby amended to read as
follows:

          7.09 FINANCIAL COVENANTS.

          (a) Net Worth. The Borrower shall not permit its Net Worth as of
     December 31, 2004 or as at the end of any Fiscal Quarter thereafter to be
     less than (A) an amount equal to 75% of Net Worth as of December 31, 2004,
     plus (B) 50% of Net Income (in excess of zero) for the period from the
     beginning of the first Fiscal Quarter following December 31, 2004 to the
     last day of the Fiscal Quarter for which such determination is made, plus
     (C) 50% of cumulative cash equity contributions received by the Borrower
     after December 31, 2004 through the issuance of Equity Interests (excluding
     the FIS Recapitalization Dividend and any other proceeds received by the
     Borrower or any Subsidiary in respect of the FIS Stock Issuance).

     (l) Section 7.13 of the Credit Agreement is hereby deleted.

     (m) Section 8.01(e) of the Credit Agreement is hereby amended to read as
follows:

          (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
     make any payment when due (whether by scheduled maturity, required
     prepayment, acceleration, demand, or otherwise) in respect of any
     Indebtedness or Contingent Obligation (other than Indebtedness hereunder
     and Indebtedness under Swap Contracts) having an aggregate principal amount
     (including undrawn committed or available amounts and including amounts
     owing to all creditors under any combined or syndicated credit arrangement)
     of more than 3% of Net Worth and such failure continues after the
     applicable grace or notice period, if any, specified in the relevant
     document on the date of such failure, or (B) fails to observe or perform
     any other agreement or condition relating to any such Indebtedness or
     Contingent Obligation or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event occurs, the
     effect of which default or other event is to cause, or to permit the holder
     or holders of such Indebtedness or the beneficiary or beneficiaries of such
     Guarantee (or a trustee or agent on behalf of such holder or holders or
     beneficiary or beneficiaries) to cause, with the giving of notice if
     required, such Indebtedness to be demanded or to become due or to be
     repurchased, prepaid, defeased or redeemed (automatically or otherwise), or
     an offer to


                                        9

     repurchase, prepay, defease or redeem such Indebtedness to be made, prior
     to its stated maturity, or such Guarantee to become payable or cash
     collateral in respect thereof to be demanded; or (ii) there occurs under
     any Swap Contract an Early Termination Date (as defined in such Swap
     Contract) resulting from (A) any event of default under such Swap Contract
     as to which the Borrower or any Subsidiary is the Defaulting Party (as
     defined in such Swap Contract) or (B) any Termination Event (as so defined)
     under such Swap Contract as to which the Borrower or any Subsidiary is an
     Affected Party (as so defined) and, in either event, the Swap Termination
     Value owed by the Borrower or such Subsidiary as a result thereof is
     greater than 3% of Net Worth; or

     (n) Schedule 5.14(a) of the Credit Agreement is hereby amended to be in the
form of Schedule 5.14(a) to this Third Amendment.

     (o) Exhibit E, Compliance Certificate, is hereby amended to be in the form
of Exhibit E to this Third Amendment.

     2. RELEASE. FIS, FISAK and FNIS are hereby released from all of their
respective obligations under the Subsidiary Guaranty.

     3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof:

     (a) the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date hereof as made on and as of such date;

     (b) no event has occurred and is continuing which constitutes a Default or
an Event of Default;

     (c) (i) the Borrower has full power and authority to execute and deliver
this Third Amendment, (ii) this Third Amendment has been duly executed and
delivered by the Borrower, and (iii) this Third Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;

     (d) neither the execution, delivery and performance of this Third Amendment
or the Credit Agreement, as amended hereby, nor the consummation of any
transactions contemplated herein or therein, will conflict with any Law or
Organization Documents of the Borrower, or any indenture, agreement or other
instrument to which the Borrower or any of its properties are subject; and

     (e) no authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person (including the board of
directors of the Borrower) is


                                       10

required for the execution, delivery or performance by the Borrower of this
Third Amendment or acknowledged by any Subsidiary Guarantor of this Third
Amendment.

     4. CONDITIONS TO EFFECTIVENESS. This Third Amendment, including the release
set forth in Section 2 of this Third Amendment, shall be effective upon
satisfaction or completion of the following:

     (a) the Administrative Agent shall have received counterparts of this Third
Amendment executed by the Required Lenders;

     (b) the Administrative Agent shall have received counterparts of this Third
Amendment executed by the Borrower and acknowledged by the Subsidiary
Guarantors;

     (c) the representations and warranties contained in Section 3 of this Third
Amendment shall be true and correct in all material respects;

     (d) the Borrower shall have received the FIS Recapitalization Dividend,
which may initially be paid in the form of a note; provided that if the note is
not paid in full by FIS within 15 Business Days after the issuance thereof, then
notwithstanding anything in this Third Amendment to the contrary, this Third
Amendment shall automatically terminate and be of no further force or effect;

     (e) the FIS Credit Agreement shall have been refinanced, and the Borrower
and all Subsidiaries that guaranty any obligations in respect of the FIS Credit
Agreement shall be released from all obligations with respect thereto;

     (f) the Administrative Agent shall have received, for the account of each
Lender signing this Third Amendment, an amendment fee in immediately available
funds in an amount equal to the product of (i) 0.05% and (ii) each such Lender's
Commitment;

     (g) the Administrative Agent shall have received, for its own account, the
fee agreed to be paid by the Borrower to the Administrative Agent with respect
to this Third Amendment; and

     (h) the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall require.

     5. REFERENCE TO THE CREDIT AGREEMENT.

     (a) Upon the effectiveness of this Third Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import shall
mean and be a reference to the Credit Agreement, as affected and amended hereby.

     (b) The Credit Agreement, as amended by the amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.


                                       11

     6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Third Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto).

     7. GUARANTOR'S ACKNOWLEDGMENT. By signing below, each Subsidiary Guarantor
(a) acknowledges, consents and agrees to the execution, delivery and performance
by the Borrower of this Third Amendment, (b) acknowledges and agrees that its
obligations in respect of its Subsidiary Guaranty are not released, diminished,
waived, modified, impaired or affected in any manner by this Third Amendment or
any of the provisions contemplated herein, including, without limitation, the
release of FIS, FISAK and FNIS from their respective obligations under the
Subsidiary Guaranty, (c) ratifies and confirms its obligations under its
Subsidiary Guaranty, and (d) acknowledges and agrees that it has no claims or
offsets against, or defenses or counterclaims to, its Subsidiary Guaranty

     8. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument. For purposes of this Third Amendment, a counterpart hereof (or
signature page thereto) signed and transmitted by any Person party hereto to the
Administrative Agent (or its counsel) by facsimile machine, telecopier or
electronic mail is to be treated as an original. The signature of such Person
thereon, for purposes hereof, is to be considered as an original signature, and
the counterpart (or signature page thereto) so transmitted is to be considered
to have the same binding effect as an original signature on an original
document.

     9. GOVERNING LAW; BINDING EFFECT. This Third Amendment shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, provided that
each party shall retain all rights arising under federal law, and shall be
binding upon the parties hereto and their respective successors and assigns.

     10. HEADINGS. Section headings in this Third Amendment are included herein
for convenience of reference only and shall not constitute a part of this Third
Amendment for any other purpose.

     11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


                                       12

     IN WITNESS WHEREOF, this Third Amendment is executed as of the date first
set forth above.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                            Name: Patrick G. Farenga
                                            Title: Vice President - Treasurer

                        Signature Page to Third Amendment

                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent


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

                        Signature Page to Third Amendment

                                        BANK OF AMERICA, N.A., as a Lender and
                                        Swing Line Lender


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

                        Signature Page to Third Amendment

                                        JPMORGAN CHASE BANK, N.A., as a Lender
                                        and Co-Syndication Agent


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

                        Signature Page to Third Amendment

                                        U. S. BANK NATIONAL ASSOCIATION, as a
                                        Lender and Co-Syndication Agent


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

                        Signature Page to Third Amendment

                                        SUNTRUST BANK, as a Lender and
                                        Co-Syndication Agent


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

                        Signature Page to Third Amendment

                                        WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                        a Lender and Co-Syndication Agent


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

                        Signature Page to Third Amendment

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as a Lender and Co-Managing Agent


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

                        Signature Page to Third Amendment

                                        UNION BANK OF CALIFORNIA, N.A., as a
                                        Lender and Co-Managing Agent


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

                        Signature Page to Third Amendment

                                        BANK OF THE WEST, as a Lender and Co-
                                        Managing Agent


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

                        Signature Page to Third Amendment

                                        COMERICA BANK, as a Lender and Co-
                                        Managing Agent


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

                        Signature Page to Third Amendment

                                        HARRIS NESBITT FINANCING, INC.,
                                        (formerly known as BMO Nesbitt Burns
                                        Financing, Inc.)


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

                        Signature Page to Third Amendment

                                        SUMITOMO MITSUI BANKING CORP., NEW
                                        YORK, as a Lender and Co-Managing Agent


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

                        Signature Page to Third Amendment

                                        MIZUHO CORPORATE BANK, LTD., as a
                                        Lender


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

                        Signature Page to Third Amendment

                                        KEYBANK NATIONAL ASSOCIATION, as a
                                        Lender


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

                        Signature Page to Third Amendment

                                        FIFTH THIRD BANK, as a Lender


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

                        Signature Page to Third Amendment

                                        COMPASS BANK, as a Lender


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

                        Signature Page to Third Amendment

                                        CITIBANK (WEST), FSB, as a Lender


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

                        Signature Page to Third Amendment

                                        NATIONAL CITY BANK, as a Lender


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

                        Signature Page to Third Amendment

                                        CHANG HWA COMMERCIAL BANK, LTD.,
                                        NEW YORK BRANCH, as a Lender


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

                        Signature Page to Third Amendment

                                        HUA NAN COMMERCIAL BANK, LTD. NEW YORK
                                        AGENCY, as a Lender


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

                        Signature Page to Third Amendment

                                        BANK OF HAWAII, as a Lender


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

                        Signature Page to Third Amendment

                                        WASHINGTON MUTUAL BANK, as a Lender


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

                        Signature Page to Third Amendment

                                        LA SALLE BANK NATIONAL ASSOCIATION, as a
                                        Lender and Co-Managing Agent


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

                        Signature Page to Third Amendment

                                        PNC BANK, NATIONAL ASSOCIATION, as a
                                        Lender


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

                        Signature Page to Third Amendment

                                        THE INTERNATIONAL COMMERCIAL BANK OF
                                        CHINA, LOS ANGELES BRANCH, as a Lender


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

                        Signature Page to Third Amendment

ACKNOWLEDGED AND AGREED TO:

FIDELITY NATIONAL MANAGEMENT SERVICES, LLC

ALAMO TITLE COMPANY
ALAMO TITLE COMPANY OF HARRIS COUNTY, INC.
ALAMO TITLE COMPANY OF TARRANT COUNTY, INC.
ALAMO TITLE OF TRAVIS COUNTY, INC.
FIDELITY NATIONAL TITLE AGENCY, INC.
FIDELITY NATIONAL TITLE AGENCY OF NEVADA, INC.
FIDELITY NATIONAL TITLE COMPANY
FIDELITY NATIONAL TITLE COMPANY OF CALIFORNIA
FIDELITY NATIONAL TITLE COMPANY OF OREGON
FIDELITY NATIONAL TITLE COMPANY OF WASHINGTON, INC.
FIRST TITLE CORPORATION
TICOR TITLE COMPANY OF CALIFORNIA


By:
    ---------------------------------
    Patrick G. Farenga
    Vice President and Treasurer

                        Signature Page to Third Amendment

                                Schedule 5.14(a)

                                  Subsidiaries

* Denotes a Material Subsidiary

** Denotes an Insurance Subsidiary

*/** Denotes a Subsidiary that is both a Material Subsidiary and an Insurance
Subsidiary

1 Stop Cyber Mall Inc.

2027267 Ontario Inc.

Adnoram Settlement Agency of Ohio, LLC (50.1%)

AIS Alamo Insurance Services, Inc.

*Alamo Title Company

Alamo Title Company of Brazoria County, Inc.

*Alamo Title Company of Harris County, Inc.

*Alamo Title Company of Tarrant County, Inc.

Alamo Title Holding Company

**Alamo Title Insurance

Alamo Title of Guadalupe County, Inc.

*Alamo Title of Travis County, Inc.

Alexander Title Agency, Incorporated

American Investment Properties, LLC

American Research Services LLC

American Title Agency of Pima County, Inc.

American Title Company (inactive)

Amtitle Company

ANFI, Inc.

Baton Rouge Title Company, Inc.

BHC&M, Ltd.

Castle Escrow Holdings, LLC

Chicago Heritage Insurance Services, Inc.

Chicago Land Agency Services, Inc. (52%)

Chicago Title Agency of Central Ohio, Inc.


                              Schedule 5.14(a) - 1

Chicago Title and Trust Company

Chicago Title Company

Chicago Title Company of Washington

*/**Chicago Title Insurance Company

**Chicago Title Insurance Company of Oregon

**Chicago Title Insurance Company of Puerto Rico (99.2%)

Chicago Title Land Trust Company

Chicago Title of Colorado, Inc.

Chicago Title of Michigan, Inc.

Chicago Title of the Florida Keys, Inc. (85%)

Commonwealth Title Company

Community Title Company (51%)

Construction Disbursements LLC

CT/Nevada Holding Co.

Dallas-Fidelity National Title Agency, Inc.

Decatur Title Company L.L.C.

Duxford Escrow, Inc. (51%)

EC Purchasing.com, Inc.

Emerald Mortgagee Assistance Company, LLC

Executive Direct, Inc.

Executive Title Agency Corp.

EZ Legal, L.L.C.

Fidelity Affiliates, LLC

Fidelity Asset Management, Inc. (Arizona)

Fidelity Asset Management, Inc. (California)

Fidelity Express Network, Inc.

Fidelity Fulfillment Center, LLC (51%)

Fidelity Fulfillment Services, Inc.

Fidelity Global Solutions Costa Rica, S.A.

Fidelity National Agency of Arizona, Inc. (51%)

Fidelity National Builder Services, LLC


                              Schedule 5.14(a) - 2

Fidelity National Claims Services, Inc.

Fidelity National Company of Northern California

Fidelity National Financial, Inc.

**Fidelity National Home Warranty Company

**Fidelity National Insurance Company

Fidelity National Insurance Services, Inc. (an Arizona corporation)

Fidelity National Insurance Services, Inc. (a California corporation)

**Fidelity National Lloyds (an association of individuals)

*Fidelity National Management Services, LLC

*Fidelity National Title Agency, Inc.

*Fidelity National Title Agency of Nevada, Inc.

Fidelity National Title Agency of Pinal County, Inc.

Fidelity National Title and Abstract, Inc.

Fidelity National Title & Escrow of Hawaii, Inc.

*Fidelity National Title Company

*Fidelity National Title Company of California

*Fidelity National Title Company of Oregon

*Fidelity National Title Company of Washington, Inc.

Fidelity National Title Insurance Agency of Coconino, Inc.

*/**Fidelity National Title Insurance Company

*/**Fidelity National Title Insurance Company of New York

**First Community Insurance Company

First National Financial Title Services of Alabama, Inc.

First Partners Title Agency, LLC (50.01%)

*First Title Corporation

First Title Corporation of Alabama, Inc.

FNF Canada Company

FNF Capital, Inc.

FNF Escrow Holdings, LLC

FNF Escrow Holdings II, LLC

FNF Escrow Holdings, III, LLC

FNF Funding X, LLC


                              Schedule 5.14(a) - 3

FNF National Record Centers, Inc.

FNF Title Reinsurance Company

FNL Management Corporation

FNTIC Properties

Fortuna Service Company, LLC

Fuentes and Kreischer Title Company

Gemini Escrow Services, Inc.

GF Funding Corp. VIII

GIT Holding Company, Inc. (60%)

Great Northern Title Agency, LLC (52.38%)

Greater Illinois Title Company, Inc. (60%)

Heritage American Insurance Services, Inc.

Heritage Title Company

Interfirst Escrow, Inc. (51%)

Iowa Land Services Company

Island Title Company

Johnson County Title Company, Inc.

Kensington Development Corporation

Lake County Trust Company

Lake First Title Agency, LLC (50.1%)

Land Title & Survey, Inc.

Landmark REO Management Services, Inc.

LaSalle County Title Company, L.L.C. (80%)

LC Investment Corporation

Legacy Title Company

Lexington Capital Corporation

Manchester Development Corporation

McHenry County Title Company

McLean County Title Company

McNamara, Inc.

National Alliance Marketing Group, Inc.

National Title Company of Fresno County (51%)


                              Schedule 5.14(a) - 4

National Title Company of San Francisco (51%)

National Title Company of Southern California (51%)

National Title Company of Ventura County (51%)

National Title Insurance Services, Inc.

**Nations Title Insurance of New York Inc.

Northwest Equities, Inc.

Northwest Title Agency of Ohio and Michigan, Inc.

NRT Title Agency, LLC

Palm Beach Joint Title Plant, Inc. (12.5%)

Pioneer Land Services, LLC (51%)

Pioneer National Title Company 95-3488610 (Arizona)

Premier Escrow Services, LLC

Premier Services of Nevada, LLC (51%)

Professional Escrow, Inc.

Prospect Office Partners, LP

Real Estate Index, Inc.

Real Estate Index Agency of Ohio, Ltd.

RealtyCheck.com, LLC

Referral Connection, LLC

Rocky Mountain Aviation, Inc.

Rocky Mountain Printing Services, Inc.

Rocky Mountain Support Services, Inc.

Saddleback Title Company (51%)

San Joaquin Title Company

S.D.C. Title Agency, LLC

Security Title Agency, Inc.

Security Title Company, LLC

Security Union Insurance Services, Inc.

**Security Union Title Insurance Company

Sentry Service Systems, Inc.

Southern Arizona Title & Trust Company

Spring Service Corporation


                              Schedule 5.14(a) - 5

Spring Service Texas, Inc.

Superior Data Services, Inc.

SWT Holdings, Inc.

Ten Thirty-One, L.L.C.

The Maryland Title Guarantee Company

The Title Company of Canada, Ltd.

The Title Guarantee Company

Third Millenium Title Agency, LLC (50.1%)

Ticor Financial Company

Ticor Insurance Services, Inc.

Ticor Title Abstract of New York, Inc.

Ticor Title Agency of Arizona, Inc.

Ticor Title Company

*Ticor Title Company of California

Ticor Title Company of Oregon

Ticor Title Consultants Ltd.

*/**Ticor Title Insurance Company

Ticor Title Insurance Company Limited

Ticor Title of Nevada, Inc.

Ticor Title of Washington, Inc.

Title Accounting Services Corporation

Title America, LLC (50.1%)

Title and Trust Company

Title Insurance and Escrow Services, Inc.

Title Services, Inc.

TPO, Inc.

TSNY Agency of New York City, Inc.

TT Acquisition Corp.

Tucson Title Insurance Company

United Financial Management Company

United Land Title Agency, LLC (50.1%)

United Title of Nevada, Inc.


                              Schedule 5.14(a) - 6

UTC Capital Group, Inc.

Washington Title Company

Washington Title Insurance Company

West Point Properties, Inc.

West Point Support Services, Inc.

Western Financial Trust Company

Yuma Title Agency, Inc.

Yuma Title and Trust Company


                              Schedule 5.14(a) - 7

                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                                        Financial Statement Date: _____________,

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 4,
2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Fidelity National Financial, Inc., a Delaware
corporation (the "Borrower"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the ________________________ of the Borrower, and that, as such,
he/she is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:

      [Use following paragraph 1 for fiscal YEAR-END financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

    [Use following paragraph 1 for fiscal QUARTER-END financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

     3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and

                                  [select one:]


                                  Exhibit E - 1

     [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE
BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

                                     --or--

     [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED
AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

     4. The representations and warranties of the Borrower contained in Article
V of the Agreement, or which are contained in any document furnished at any time
under or in connection with the Loan Documents, are true and correct on and as
of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Compliance Certificate, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Agreement, including the statements in
connection with which this Compliance Certificate is delivered.

     5. As of ___________________ (the "Computation Date")(1):

     (a)  The Net Worth as of the Computation Date was $_______________________,
          as computed on Attachment 1 hereto.

          The minimum Net Worth permitted pursuant to Section 7.09(a) on the
          Computation Date is $____________________, as computed on Attachment 1
          hereto.

     (b)  The Interest Coverage Ratio was _______________ to 1.00, as computed
          on Attachment 2 hereto.

          The minimum Interest Coverage Ratio permitted pursuant to Section
          7.09(b) on the Computation Date is 2.50 to 1:00.

     (c)  The Total Debt to Total Capitalization Ratio was _______ to 1.00, as
          computed on Attachment 3 hereto.

          The maximum Total Debt to Total Capitalization Ratio permitted
          pursuant to Section 7.09(c) on the Computation Date is 0.35 to 1.00.

     (d)  The aggregate fair market value of Dispositions of the type referred
          to in Section 7.02(c)(ii) was $_____________ in the current Fiscal
          Year.

          The maximum aggregate fair market value of such Dispositions permitted
          pursuant to Section 7.02(c)(ii) (excluding FIS Recapitalization
          Transaction and

- ----------
(1)  The last day of the most recently completed Fiscal Quarter of the Borrower.


                                  Exhibit E - 2

          additional dispositions of common Equity Interests of FIS) is [25% OF
          NET WORTH AS OF LAST DAY OF IMMEDIATELY PRECEDING FISCAL YEAR IN ANY
          FISCAL YEAR OTHER THAN 2005; 15% OF NET WORTH AS OF DECEMBER 31, 2004
          IN FISCAL YEAR 2005].

     (e)  The aggregate amount of Secondary Investments referred to in Section
          7.03(a) equaled _____% of the aggregate amount of the Borrower's total
          investment portfolio and the aggregate amount of Investments in such
          Secondary Investments that are issued by a single issuer equaled
          ______% of the aggregate amount of the Borrower's total investment
          portfolio.

          The maximum aggregate amount of such Secondary Investments permitted
          pursuant to in Section 7.03(a) is 15% of the aggregate amount of the
          Borrower's total investment portfolio and the maximum aggregate amount
          of Investments in such Secondary Investments that are issued by a
          single issuer is 5% of the aggregate amount of the Borrower's total
          investment portfolio.

     (f)  The total consideration payable in cash in respect of all Permitted
          Acquisitions during the current Fiscal Year up to the Computation Date
          was $____________.

          The maximum total consideration payable in cash in respect of all
          Acquisitions constituting Permitted Acquisitions in any Fiscal Year
          permitted pursuant to Section 7.03(f) is $500,000,000.

     (g)  [TO BE COMPLETED AT ANY TIME A GUARANTY TRIGGER EVENT HAS OCCURRED AND
          IS CONTINUING] The aggregate principal amount of the Indebtedness of
          the type referred to in Section 7.04(i) with respect to the Borrower
          was $___________.

          The maximum aggregate principal amount of such Indebtedness of the
          Borrower permitted pursuant to Section 7.04(i) is $700,000,000.

     (h)  The aggregate principal amount of Indebtedness of the type referred to
          in Section 7.04(j) with respect to the Borrower and its Subsidiaries
          was $______________.

          The maximum aggregate principal amount of such Indebtedness of the
          Borrower and its Subsidiaries permitted pursuant to Section 7.04(j) is
          [4% OF NET WORTH].

     (i)  The aggregate amount of Attributable Indebtedness of the type referred
          to in Section 7.04(n) with respect to the Borrower was $_____________.

          The maximum aggregate amount of such Attributable Indebtedness of the
          Borrower permitted pursuant to Section 7.04(n) is [5% OF NET WORTH].

     (j)  The aggregate amount of Capital Expenditures made or committed to be
          made by the Borrower and its Subsidiaries during the current Fiscal
          Year up to the Computation Date was $_______________.


                                  Exhibit E - 3

     The maximum aggregate amount of such Capital Expenditures permitted
     pursuant to Section 7.12 for any Fiscal Year is as follows plus 25% of the
     amount of any permitted Capital Expenditures (on a cumulative basis) not
     made or committed to be made in the immediately preceding Fiscal Year.



Fiscal Year
- -----------
           
    2003      $275,000,000
    2004      $300,000,000
    2005      $330,000,000
    2006      $365,000,000
    2007      $400,000,000
    2008      $440,000,000



                                  Exhibit E - 4

                                                                    ATTACHMENT 1
                                                         (TO __/__/__ COMPLIANCE
                                                                    CERTIFICATE)

                                    NET WORTH
                                       on
                            (the "Computation Date")

A.   Net Worth: the sum of all amounts (without duplication)
     which, in accordance with GAAP, would be included in the
     Borrower's stockholders' equity (excluding unrealized gains
     or losses recorded pursuant to FAS 115) as required to be
     reported in the Borrower's then most recent consolidated
     balance sheet required to be delivered pursuant to the
     Credit Agreement                                               $___________

B.   Net Worth Covenant:

     (1)  75% of Net Worth at December 31, 2004                     $___________

     (2)  50% of Net Income (in excess of zero) for the period
          from the beginning of the first full Fiscal Quarter
          following December 31, 2004 to the Computation Date       $___________

     (3)  50% of the cumulative cash equity contributions
          received by the Borrower after December 31, 2004
          through the issuance of Equity Interests                  $___________

          (excluding the FIS Recapitalization Dividend and any
          other proceeds received in respect of the FIS Stock
          Issuance)

     (4)  The sum of Items B(l) through B(3)                        $___________


                                  Exhibit E - 5

                                                                    ATTACHMENT 2
                                                    (TO ___/ ___/ ___,COMPLIANCE
                                                                    CERTIFICATE)

                             INTEREST COVERAGE RATIO
                              on _________________
                            (the "Computation Date")

A.   Cash Flow:(2)

     (1)  Available Dividends from the Insurance Subsidiaries       $___________

     (2)  EBITDA of Subsidiaries which are non-Insurance
          Subsidiaries available to be paid as dividends under
          applicable law for such Test Period:

          (a)  Net Income                                           $___________

          (b)  The amount of interest charges deducted in
               determining such Net Income                          $___________

          (c)  The amount of taxes, based on or measured by
               income, used or included in the determination of
               such Net Income                                      $___________

          (d)  The amount of depreciation and amortization
               expense deducted in determining such Net Income      $___________

          (e)  The sum of Items A(2)(a) through A(2)(d)             $___________

     (3)  The total interest expense for such Test Period
          multiplied by the actual marginal combined federal and
          state income tax rate then applicable to the Borrower     $___________

     (4)  Acquired Cash Flow:

          (a)  Available Dividends of any person or assets
               acquired by a Subsidiary which is an Insurance
               Subsidiary in a Permitted Acquisition during
               such Test Period, determined on a pro forma
               basis for such Test Period as if consummation of
               such Permitted Acquisition occurred on the first
               day of such Test Period                              $___________

- ----------
(2)  Determined on a trailing Four Fiscal Quarter basis as of the Computation
     Date.


                                  Exhibit E - 6

          (b)  EBITDA of any Person or assets acquired by a
               Subsidiary which is a non-Insurance Subsidiary
               in a Permitted Acquisition during such Test
               Period and available to be paid as dividends to
               the Borrower under applicable law, determined on
               a pro forma basis for such Test Period as if
               consummation of such Permitted Acquisition
               occurred on the first day of such Test Period        $___________

          (c)  The sum of Items A(4)(a) and A(4)(b)                 $___________

     (5)  The sum of Items A(l), A(2)(e), A(3) and A(4)(c)          $___________

(B)  Interest Expense: the aggregate amount of interest expense
     for the Borrower and its Subsidiaries during such Test
     Period                                                         $___________

(C)  Interest Coverage Ratio: the ratio of Item A(5) to Item B      _______:1.00


                                  Exhibit E - 7

                                                                    ATTACHMENT 3
                                                         (TO __/__/__ COMPLIANCE
                                                                    CERTIFICATE)

                    TOTAL DEBT TO TOTAL CAPITALIZATION RATIO
                                       on
                            (the "Computation Date")

A.   Total Debt

     (1)  Applicable Debt of the Borrower and its Subsidiaries      $___________

     (2)  Non-contingent reimbursement or payment obligations in
          respect of the face amount of all letters of credit or
          surety bonds issued for the account of the Borrower
          and its Subsidiaries and, without duplication, all
          drafts drawn thereunder                                   $___________

     (3)  Contingent Obligations of the Borrower and its
          Subsidiaries in respect of Applicable Debt of another
          Person                                                    $___________

     (4)  The sum of Items A(1) through A(3)                        $___________

     (5)  Non-Recourse Debt of the Designated Subsidiaries          $___________

     (6)  The remainder of Item (A)(4) minus Item (A)(5)            $___________

(B)  Total Capitalization:

     (1)  Net Worth (see Attachment I)                              $___________

     (2)  Total Debt (see Item A(6) above)                          $___________

     (3)  The sum of Items B(1) and B(2)                            $___________

(C)  Total Debt to Total Capitalization Ratio: the ratio of Item
     A(6) to Item B(3)                                              $___________


                                  Exhibit E - 8

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________, _________________.

                                        FIDELITY NATIONAL FINANCIAL, INC.


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


                                  Exhibit E - 9

EX-99.1

                                                                    EXHIBIT 99.1


                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                              STOCK INCENTIVE PLAN
                             STOCK OPTION AGREEMENT
                            REFERENCE NUMBER: 2005-A

SECTION 1. GRANT OF OPTION.

(a) OPTION. On the terms and conditions set forth in this Agreement and each
Notice of Stock Option Grant referencing this Agreement (the "Notice"), the
Company grants to the Optionee on the Date of Grant an option to purchase at the
Exercise Price a number of Shares, all as set forth in the Notice. Each such
Notice, together with this referenced Agreement, shall be a separate option
governed by the terms of this Agreement. This option is intended to be an ISO or
a Nonstatutory Option, as provided in the Notice. If this option is designated
as an ISO in the Notice, but fails to so qualify, it shall be treated as a
Nonstatutory Option.

(b) DEFINED TERMS. This option is granted under and subject to the terms of the
Plan, which is incorporated herein by this reference. Capitalized terms are
defined in Section 13 of this Agreement.

(c) DURATION OF THIS AGREEMENT. This Agreement shall apply both to this option
and to the Shares acquired upon the exercise of this option until this option
has been exercised with respect to all Shares subject to this option.

SECTION 2. RIGHT TO EXERCISE.

      Subject to the conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth
in the Notice.

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.

      This option and the rights and privileges conferred hereby shall not be
transferred assigned, pledged or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or other similar
process, except by beneficiary designation, will or the laws of descent and
distribution.

SECTION 4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Company specifying the
election to exercise this option, the number of Shares for which it is being
exercised and the form of payment. Exhibit A is an example of a "Notice of
Exercise". The Notice of Exercise shall be signed by the person exercising this
option. In the event that this option is being exercised by the Optionee's
representative, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option. The Optionee or
the Optionee's representative shall

deliver to the Company, at the time of giving the notice, payment in a form
permissible under Section 5 for the full amount of the Purchase Price.

(b) WITHHOLDING REQUIREMENTS. The Company may withhold any tax (or other
governmental obligation) as a result of the exercise of this option, as a
condition to the exercise of this option, and the Optionee shall make
arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements. The Optionee shall also make arrangements satisfactory
to the Company to enable it to satisfy any withholding requirements that may
arise in connection with the disposition of Shares purchased by exercising this
option.

(c) EMPLOYEE STOCKHOLDERS' AGREEMENT. As a condition to the exercise of this
option, each Optionee must become a party to the Employee Stockholders'
Agreement.

(d) ISSUANCE OF SHARES. After receiving a proper notice of exercise and after
satisfaction of the conditions of this Agreement, including, without limitation
Sections 4(c) and 7 and 9, the Company shall cause to be issued a certificate or
certificates for the Shares as to which this option has been exercised,
registered in the name of the person exercising this option.

SECTION 5. PAYMENT FOR SHARES.

(a) CASH OR CHECK. All or part of the Purchase Price may be paid in cash or by
personal check at the time this option is exercised.

(b) NET CASHLESS EXERCISE. In lieu of paying the Purchase Price as described in
Section 5(a) above, the Optionee may pay all or a portion of the Purchase Price
and any applicable withholding requirements by reducing the number of Shares
otherwise to be delivered upon exercise of this option by the number of such
Shares having a Fair Market Value equal to the amount to be paid upon exercise.

(c) ALTERNATIVE METHODS OF PAYMENT FOR SHARES. At the sole discretion of the
Committee, all or any part of the Purchase Price and any applicable withholding
requirements may be paid by any alternative method selected by the Committee.
The Committee's exercise of its discretion to allow the Optionee to pay the
exercise price pursuant to an alternative method shall not bind the Committee to
permit such alternative method of payment for the remainder of this option or
with respect to any other option or optionee under the Plan.

SECTION 6. TERM AND EXPIRATION.

(a) BASIC TERM. Subject to earlier termination in accordance with subsection (b)
below, this option shall expire on the expiration date set forth in the Notice.

(b) TERMINATION OF SERVICE. If the Optionee's Service terminates for any reason,
then this option shall expire on the earliest of the following occasions:

            (i) The expiration date determined pursuant to Subsection (a) above;

            (ii) The date twelve (12) months after the Optionee's Retirement,
      death, Disability or termination without Cause; or


                                       2

            (iii) The date of termination of the Optionee's Service if such
      termination is for Cause or if Cause exists on such date or if the
      Optionee terminates his or her Service voluntarily.

Unless the Notice shall otherwise provide, the Optionee (or in the case of the
Optionee's death or Disability, the Optionee's representative) may exercise all
or a part of this option at any time before the expiration date described in the
preceding sentence only to the extent that this option has become exercisable
for vested Shares on or before the date the Optionee's Service terminates.
Unless the Notice shall otherwise provide, the balance of this option (which is
not exercisable and vested on the date the Optionee's Service terminates) shall
lapse when the Optionee's Service terminates.

(c) LEAVES OF ABSENCE. For any purpose under this Agreement, Service shall be
deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company or any Subsidiary in writing or if
continued crediting of Service for such purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company or
Subsidiary).

(d) NOTICE CONCERNING ISO TREATMENT. If this option is designated as an ISO in
the Notice, it ceases to qualify for favorable tax treatment as an ISO to the
extent it is exercised (i) more than three (3) months after the date the
Optionee ceases to be an Employee for any reason other than death or permanent
and total disability (as defined in Section 22(e)(3) of the Code), (ii) more
than twelve (12) months after the date the Optionee ceases to be an Employee by
reason of such permanent and total disability or (iii) after the Optionee has
been on a leave of absence for more than ninety (90) days, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.

SECTION 7. LEGALITY OF INITIAL ISSUANCE.

      No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:

      (a)   The Company and the Optionee have taken all actions required to
            register the Shares under the Securities Act or to perfect an
            exemption from the registration requirements thereof;

      (b)   Any applicable listing requirement of any stock exchange or other
            securities market on which the Shares are is listed has been
            satisfied; and

      (c)   Any other applicable provision of state or federal law has been
            satisfied.

SECTION 8. REGISTRATION RIGHTS.

      The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.


                                       3

SECTION 9. OPTIONEE REPRESENTATIONS AND COVENANTS

(a) OPTIONEE UNDERTAKING. The Optionee agrees to take whatever additional action
and execute whatever additional documents the Company may deem necessary or
advisable to carry out or effect one or more of the obligations or restrictions
imposed on either the Optionee or upon the Shares pursuant to the provisions of
this Agreement and the Employee Stockholders' Agreement.

(b) INVESTMENT INTENT. The Optionee represents and agrees that as of the Date of
Grant, the Shares to be acquired upon exercising this option will be acquired
for investment, and not with a view to the sale or distribution thereof. If the
sale of Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.

SECTION 10. ADDITIONAL CONDITIONS.

(a) SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company at
its discretion may impose restrictions upon the sale, pledge or other transfer
of such Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act or the securities laws of any
state or any other law. Such restrictions may be in addition to the restrictions
set forth in the Employee Stockholders' Agreement.

(b) LEGENDS. In addition to any legends required by the Employee Stockholders'
Agreement, all certificates evidencing Shares purchased under this Agreement
shall bear the following legends:

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR ANY FOREGOING OR STATE SECURITIES LAWS AND MAY NOT BE
      OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO
      SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
      EMPLOYEE STOCKHOLDERS' AGREEMENT DATED AS OF [________, 200__], COPIES OF
      WHICH MAY BE OBTAINED UPON REQUEST FROM FIDELITY NATIONAL INFORMATION
      SERVICES, INC. OR ANY SUCCESSOR THERETO."

(c) REMOVAL OF LEGENDS. If, in the opinion of the Company, any legend placed on
a stock certificate representing Shares sold under this Agreement is no longer
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but without
such legend.

(d) ADMINISTRATION. Any determination by the Company in connection with any of
the matters set forth in this Section 10 shall be conclusive and binding on the
Optionee and all other persons.


                                       4

SECTION 11. ADJUSTMENT OF SHARES.

      In the event of a Recapitalization, the terms of this option (including,
without limitation, the number and kind of Shares subject to this option and the
Exercise Price) shall be adjusted as set forth in Section 10(a) of the Plan. In
the event that the Company is a party to a merger or consolidation, this option
shall be subject to the agreement of merger or consolidation, as provided in
Section 10(b) of the Plan.

SECTION 12. MISCELLANEOUS PROVISIONS.

(a) RIGHTS AS A STOCKHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by (i) filing a notice of exercise, (ii)
paying the Purchase Price as provided in this Agreement, and (iii) satisfying
the requirements of this Agreement.

(b) NO RETENTION RIGHTS. Nothing in this option or in the Plan shall confer upon
the Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining the Optionee) or of
the Optionee, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without cause.

(c) NOTIFICATION. Any notification required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. A notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.

(d) ENTIRE AGREEMENT. The Notice, this Agreement and the Plan (and upon exercise
of this option, the Employee Stockholders' Agreement) constitute the entire
contract between the parties hereto with regard to the subject matter hereof.
They supersede any other agreements, representations or understandings (whether
oral or written and whether express or implied) which relate to the subject
matter hereof.

(e) WAIVER. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.

(f) SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
upon the Optionee, the Optionee's assigns and the legal representatives, heirs
and legatees of the Optionee's estate, whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be join herein
and be bound by the terms hereof.

(g) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such State.


                                       5

SECTION 13. DEFINITIONS.

(a) "AFFILIATE" shall mean any person or entity directly or indirectly
controlling, controlled by, or under common control with another person.

(b) "AGREEMENT" shall mean this Stock Option Agreement.

(c) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as
constituted from time to time.

(d) "CAUSE" shall mean with respect to an Optionee, "cause" as defined in any
employment agreement between the Optionee and the Company (or, if applicable,
the Subsidiary employing the Optionee) or if the Optionee is not a party to an
employment agreement or "cause" is not defined therein, the following unless
another meaning is specifically provided by the Committee or in the
participant's option agreement:

      (i)   Any conviction or plea of guilty or nolo contendere to a felony,

      (ii)  Any willful misconduct or gross negligence, or

      (iii) Any willful breach of any written policy or any confidential or
            proprietary information, non-compete or non-solicitation covenant
            for the benefit of the Company or any of its Affiliates.

(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

(f) "COMMITTEE" shall mean a committee of the Board of Directors, as described
in Section 2 of the Plan.

(g) "COMPANY" shall mean Fidelity National Information Services, Inc., a
Delaware corporation and any successor thereto.

(h) "CONSULTANT" shall mean a person who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Directors.

(i) "DATE OF GRANT" shall mean the date specified in the Notice, which date
shall be the later of (i) the date on which the Committee resolved to grant this
option or (ii) the first day of the Optionee's Service.

(j) "DIRECTOR" shall mean a member of the Board of Directors who is not an
Employee.

(k) "DISABILITY", with respect to the Optionee, shall mean (i) "disability" as
defined in any employment agreement or engagement agreement between the between
the Optionee and the Company (or, if applicable, the Subsidiary employing or
retaining the Optionee) or (ii) if the Optionee is not a party to any such
agreement or "disability" is not defined therein, the following: (A) the
inability of the Optionee to perform the duties of participant's employment or
engagement with the Company due to physical or emotional incapacity or illness,
where such


                                       6

inability continues for ninety (90) days and is expected to be of long-continued
and indefinite duration; or (ii) the Optionee shall be entitled to disability
retirement benefits under the federal Social Security Act or to recover benefits
under any long-term disability plan or policy maintained by the Company.

(l) "EMPLOYEE" shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary.

(M) "EMPLOYEE STOCKHOLDERS' AGREEMENT" shall mean any stockholders' agreement,
right of first refusal agreement, or other agreement regarding restrictions on
the Optionee's ability to vote, transfer, sell, assign, pledge or hypothecate
the Shares underlying this option, entered into by and among the Company and the
other parties named therein.

(n) "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934, as
amended.

(o) "EXERCISE PRICE" shall mean the amount for which one Share may be purchased
upon exercise of this option, as specified in the Notice.

(p) "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

(q) "ISO" shall mean an incentive stock option described in Section 422(b) of
the Code.

(r) "NONSTATUTORY OPTION" shall mean a stock option not described in Sections
422(b).

(s) "NOTICE" shall have the meaning described in Section 1(a) of this Agreement.

(t) "OPTIONEE" shall mean the person named in the Notice.

(u) "PARENT" shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the execution of this Agreement shall be considered a Parent commencing as of
such date.

(V) "PERMITTED TRANSFERS" shall have the meaning described in Section 10(a) of
this Agreement.

(w) "PLAN" shall mean the Fidelity National Information Services, Inc. 2005
Stock Incentive Plan.

(x) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the number of
Shares with respect to which this option is being exercised.

(y) "RECAPITALIZATION" shall mean an event or series of events affecting the
capital structure of the Company such as a stock split, reverse stock split,
stock dividend, extraordinary cash


                                       7

dividend, distribution, recapitalization, combination or reclassification of the
Company's securities.

(z) "RETIREMENT" shall mean [termination of Service by the Optionee with an
attained age of 65.]

(aa) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

(bb) "SERVICE" shall mean service as an Employee, Director or Consultant.

(cc) "SHARE" shall mean one share of common stock of the Company, with a par
value of $.0001 per share.

(dd) "SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the execution of this
Agreement shall be considered a Subsidiary commencing as of such date.


                                       8

                                    EXHIBIT A
                            SAMPLE NOTICE OF EXERCISE

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
Attn:  Corporate Secretary


To the Corporate Secretary:

I hereby exercise my stock option granted under the Fidelity National
Information Services, Inc. 2005 Stock Incentive Plan (the "Plan") and notify you
of my desire to purchase the shares that have been offered pursuant to the Plan
and related Option Agreement as described below.

I shall pay for the shares by delivery of a check payable to Fidelity National
Information Services, Inc. (the "Company") in the amount described below in full
payment for such shares plus all amounts required to be withheld by the Company
under state federal or local law as a result of such exercise or shall provide
such documentation as is satisfactory to the Company demonstrating that I am
exempt from any withholding requirement.

This notice of exercise is delivered this ___ day of ___________________ (month)
____(year).



- ---------------------------------------------------------------------------------------------------
No. Shares to be              Type of Option            Exercise Price            Total
Acquired
- ---------------------------------------------------------------------------------------------------
                                                                         
                              Nonstatutory
- ---------------------------------------------------------------------------------------------------
                              Incentive
- ---------------------------------------------------------------------------------------------------
Estimated Withholding         Nonstatutory only
- ---------------------------------------------------------------------------------------------------
                                                        AMOUNT PAID
- ---------------------------------------------------------------------------------------------------


                                             Very truly yours,

                                             -------------------------------
                                             Signature of Optionee

                                             Optionee's Name and Mailing Address

                                             -------------------------------

                                             -------------------------------

                                             -------------------------------

                                             Optionee's Social Security Number

                                             -------------------------------


                           (5 Year Time Based Vesting)

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                            2005 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

Name of Optionee: ________________________


Total Number of            _____ shares of common stock, par value $.0001 per
Shares Subject             share ("Shares") of Fidelity National
to Option:                 Information Services, Inc. (the "Company")


Type of Option:            Nonstatutory Stock Option

Exercise Price             $10.00
Per Share:

Date of Grant:             March 9, 2005

Date Exercisable:          This option may be exercised to the extent the Shares
                           subject to this option have vested at any time after
                           the Date of Grant.

Vesting Schedule:          This option will vest with respect to 1/20 of the
                           Total Number of Shares Subject to Option on the last
                           day of each fiscal quarter, commencing on the last
                           day of the first fiscal quarter following the Date of
                           Grant, until fully vested (i.e., this option will be
                           fully vested on the fifth (5th) anniversary of the
                           last day of the first fiscal quarter following the
                           Date of Grant), provided the Optionee's Service with
                           the Company has not terminated prior to the
                           applicable vesting date.

Expiration Date:           March 9, 2015 (10 year term from the Date of Grant),
                           subject to earlier termination in accordance with
                           Section 6 of the Stock Option Agreement.

Additional Conditions:     Concurrently with the exercise of this option, the
                           Optionee must become bound by the Employee
                           Stockholders' Agreement. The Employee Stockholders'
                           Agreement contains provisions that limit the
                           transferability and voting rights of the Shares
                           acquired upon exercise. In addition, the Optionee
                           must satisfy such additional conditions as the
                           Committee shall advise (e.g., satisfy tax withholding
                           and make representations to satisfy securities laws).

By signing your name below, you accept this option and acknowledge and agree
that this option is granted under and governed by the terms and conditions of
the Fidelity National Services, Inc. 2005 Stock Incentive Plan and the Stock
Option Agreement reference number 2005-A both of which are hereby made a part of
this document.


                                       2

                           (4 Year Time Based Vesting)

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                            2005 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

Name of Optionee: ________________________

Total Number of            _____ shares of common stock, par value $.0001 per
Shares Subject             share ("Shares") of Fidelity National
to Option:                 Information Services, Inc. (the "Company")


Type of Option:            Nonstatutory Stock Option

Exercise Price             $10.00
Per Share:

Date of Grant:             March 9, 2005

Date Exercisable:          This option may be exercised to the extent the Shares
                           subject to this option have vested at any time after
                           the Date of Grant.

Vesting Schedule:          This option will vest with respect to 1/16 of the
                           Total Number of Shares Subject to Option on the last
                           day of each fiscal quarter, commencing on the last
                           day of the first fiscal quarter following the Date of
                           Grant, until fully vested (i.e., this option will be
                           fully vested on the fourth (4th) anniversary of the
                           last day of the first fiscal quarter following the
                           Date of Grant), provided the Optionee's Service with
                           the Company has not terminated prior to the
                           applicable vesting date.


Expiration Date:           March 9, 2015 (10 year term from the Date of Grant),
                           subject to earlier termination in accordance with
                           Section 6 of the Stock Option Agreement.

Additional Conditions:     Concurrently with the exercise of this option, the
                           Optionee must become a party to a Employee
                           Stockholders' Agreement. The Employee Stockholders'
                           Agreement contains provisions that limit the
                           transferability and voting rights of the Shares
                           acquired upon exercise. In addition, the Optionee
                           must satisfy such additional conditions as the
                           Committee shall advise (e.g., satisfy tax withholding
                           and make representations to satisfy securities laws).


                                       3



                     (1.75x/2.0x Performance Based Vesting)

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                            2005 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

Name of Optionee: ________________________


Total Number of            _____ shares of common stock, par value $.0001 per
Shares Subject             share ("Shares") of Fidelity National
to Option:                 Information Services, Inc. (the "Company")


Type of Option:            Nonstatutory Stock Option

Exercise Price             $10.00
Per Share:

Date of Grant:             March 9, 2005

Date Exercisable:          This option may be exercised to the extent the Shares
                           subject to this option have vested at any time after
                           the Date of Grant.

Vesting Schedule:          This option will vest as follows, in the event of a
                           Change in Control or after an Initial Public
                           Offering, solely if one of the following targets
                           (each, a "Target") shall be met: (a) 50% of the Total
                           Number of Shares subject to this Option shall vest if
                           the "Equity Value" of a share of the Company's Common
                           Stock shall equal at least $17.50 (subject to
                           adjustment stock splits and the like), and (b) 100%
                           of the Total Number of Shares subject to this Option
                           shall vest if the Equity Value of a share of the
                           Company's Common Stock shall equal at least $20.00
                           (subject to adjustment for stock splits and the
                           like), provided the Optionee's Service with the
                           Company has not terminated prior to the applicable
                           vesting date.

                           For purposes of this calculation, "Equity Value"
                           shall be determined as follows: (i) in the event of a
                           Change in Control, the Equity Value shall be
                           determined at the time of the transaction
                           constituting a Change in Control, and shall be equal
                           to the aggregate amount of net proceeds (other than
                           any taxes) of cash or readily marketable securities
                           and the discounted expected value of any other
                           deferred consideration (as determined by the Board of
                           the Company) received or to be received by the
                           holders of Common Stock of the Company in such
                           transaction, divided by the number of outstanding
                           shares (including all shares issuable upon exercise
                           of in-the-money exercisable options) at the time of
                           the Change in Control, and (ii) at any time after an
                           Initial Public Offering, the Equity Value shall be
                           measured using the average price of the Common Stock
                           over a consecutive forty-five (45) day trading
                           period, then the applicable Target shall be deemed to
                           have been met.

Expiration Date:           March 9, 2015 (10 year term from Date of Grant),
                           subject to earlier termination in accordance with
                           Section 6 of the Stock Option Agreement.


                                       4


Additional Conditions:     Concurrently with the exercise of this option, the
                           Optionee must become bound by Sections [ ] of the
                           Employee Stockholders' Agreement. The Employee
                           Stockholders' Agreement contains provisions that
                           limit the transferability and voting rights of the
                           Shares acquired upon exercise. In addition, the
                           Optionee must satisfy such additional conditions as
                           the Committee shall advise (e.g., satisfy tax
                           withholding and make representations to satisfy
                           securities laws).


                                       5

                        (2.0x Performance Based Vesting)

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                            2005 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

Name of Optionee: ________________________


Total Number of            _____ shares of common stock, par value $.0001 per
Shares Subject             share ("Shares") of Fidelity National
to Option:                 Information Services, Inc. (the "Company")


Type of Option:            Nonstatutory Stock Option

Exercise Price             $10.00
Per Share:

Date of Grant:             March 9, 2005

Date Exercisable:          This option may be exercised to the extent the Shares
                           subject to this option have vested at any time after
                           the Date of Grant.

Vesting Schedule:          This option will vest with respect to the Total
                           Number of Shares subject to this Option in the event
                           of a Change in Control or after an Initial Public
                           Offering, if the "Equity Value" of a share of the
                           Company's Common Stock shall equal at least $20.00
                           (subject to adjustment for stock splits and the
                           like), provided the Optionee's Service with the
                           Company has not terminated prior to the applicable
                           vesting date.

                           For purposes of this calculation, "Equity Value"
                           shall be determined as follows: (i) in the event of a
                           Change in Control, the Equity Value shall be
                           determined at the time of the transaction
                           constituting a Change in Control, and shall be equal
                           to the aggregate amount of net proceeds (other than
                           any taxes) of cash or readily marketable securities
                           and the discounted expected value of any other
                           deferred consideration (as determined by the Board of
                           the Company) received or to be received by the
                           holders of Common Stock of the Company in such
                           transaction, divided by the number of outstanding
                           shares (including all shares issuable upon exercise
                           of in-the-money exercisable options) at the time of
                           the Change in Control, and (ii) at any time after an
                           Initial Public Offering, the Equity Value shall be
                           measured using the average price of the Common Stock
                           over a consecutive forty-five (45) day trading
                           period, then the option will vest as described above.

Expiration Date:           March 9, 2015 (10 year term from Date of Grant),
                           subject to earlier termination in accordance with
                           Section 6 of the Stock Option Agreement.

Additional Conditions:     Concurrently with the exercise of this option, the
                           Optionee must become bound by Sections [ ] of the
                           Employee Stockholders' Agreement. The Employee
                           Stockholders' Agreement contains provisions that
                           limit the transferability and voting rights of the
                           Shares acquired upon exercise. In addition, the
                           Optionee


                                       6

                           must satisfy such additional conditions as the
                           Committee shall advise (e.g., satisfy tax withholding
                           and make representations to satisfy securities laws).


                                       7

EX-99.2

- --------------------------------------------------------------------------------

                                                                    EXHIBIT 99.2



                             STOCKHOLDERS AGREEMENT




                               DATED MARCH 9, 2005



                                      AMONG



                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                                       AND
                            THE OTHER PARTIES HERETO



- --------------------------------------------------------------------------------

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I      REPRESENTATIONS AND WARRANTIES OF THE PARTIES ...........       1

      1.1   Representations and Warranties of the Company and Parent ...       1

      1.2   Representations and Warranties of the Stockholders .........       2

ARTICLE II     VOTING AGREEMENTS AND COVENANTS .........................       2

      2.1   Election of Directors; Committees ..........................       2

      2.2   Voting Required for Action .................................       5

      2.3   Selection Criteria .........................................       7

      2.4   Sponsor Veto ...............................................       7

      2.5   Independent Company Management Terms .......................       8

      2.6   Parent Board Representation ................................       8

ARTICLE III    TRANSFERS OF SHARES .....................................       8

      3.1   Restrictions on Transfer of Shares .........................       8

      3.2   Tag-Along Rights ...........................................       9

      3.3   Transfers in Violation of Agreement ........................      10

ARTICLE IV     LIQUIDITY RIGHTS ........................................      10

      4.1   Duty to Negotiate; Appraisal ...............................      10

      4.2   Exchange Rights ............................................      13

ARTICLE V      TAKE-ALONG RIGHT ........................................      14

      5.1   Take-Along Right ...........................................      14

ARTICLE VI     REDEMPTION RIGHTS .......................................      15

      6.1   Redemption of Sponsor Shares ...............................      15

      6.2   Redemption Closing .........................................      16

      6.3   Failure to Redeem ..........................................      16

ARTICLE VII    PRE-EMPTIVE RIGHTS ......................................      17

      7.1   Issuance of New Shares .....................................      17

ARTICLE VIII   BOARD OBSERVERS AND ACCESS ..............................      18

      8.1   Board Representation and Access ............................      18

      8.2   Information Rights .........................................      20

ARTICLE IX     AMENDMENT AND TERMINATION ...............................      21


                                                                         
      9.1   Amendment and Waiver .......................................      21

      9.2   Termination of Agreement ...................................      21

      9.3   Termination as to a Party ..................................      21

ARTICLE X      MISCELLANEOUS ...........................................      21

      10.1  Certain Defined Terms ......................................      21

      10.2  Legends ....................................................      26

      10.3  Severability ...............................................      27

      10.4  Entire Agreement ...........................................      27

      10.5  Successors and Assigns .....................................      27

      10.6  Counterparts ...............................................      27

      10.7  Remedies ...................................................      28

      10.8  Notices ....................................................      28

      10.9  Governing Law ..............................................      29

      10.10 Descriptive Headings .......................................      30

      10.11 Tax-Free Reorganization ....................................      30




                                      -ii-

                             STOCKHOLDERS AGREEMENT

      THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is entered into as of
March 9, 2005 by and among (i) Fidelity National Information Services, Inc., a
Delaware corporation (the "Company"), (ii) Thomas H. Lee Equity Fund V, L.P.,
Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas
H. Lee Investors Limited Partnership, Putnam Investment Holdings, LLC, Putnam
Investments Employees' Securities Company I, LLC, and Putnam Investments
Employees' Securities Company II, LLC (each a "THL Holder," collectively,
"THL"), (iii) TPG Partners III, L.P., TPG Parallel III, L.P., TPG Investors III,
L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch Parallel III,
C.V. and TPG Partners IV, L.P. (each a "TPG Holder," collectively "TPG"), (iv)
Evercore METC Capital Partners II L.P. ("Evercore Holder," or "Evercore"), (v)
Banc of America Capital Investors, L.P. ("BACI Holder", or "BACI"), and (vi)
Fidelity National Financial, Inc. (the "Parent"). Each THL Holder, TPG Holder,
the Evercore Holder and the BACI Holder is referred to herein as a "Sponsor,"
and collectively, the "Sponsors." The Sponsors, the Parent, each member of
management who hereafter (i) exercises options to purchase Common Stock, or (ii)
purchases restricted Common Stock, pursuant to the Company's 2005 Stock
Incentive Plan (the "SIP") and becomes a party hereto (each, a "Management
Holder"), and each other Person that is or may become a party to this Agreement
as contemplated hereby are sometimes referred to herein collectively as the
"Stockholders" and individually as a "Stockholder." Certain capitalized terms
used herein are defined in Section 10.1.

      The parties hereto agree as follows:

                                   ARTICLE I
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

            1.1 Representations and Warranties of the Company and Parent.Each of
the Company and Parent hereby represent and warrant to each Stockholder (other
than Parent) that as of the date of this Agreement:

            (a) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, it has full power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby, and the execution, delivery and performance by
it of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action;

            (b) this Agreement has been duly and validly executed and delivered
by it and constitutes a legal and binding obligation of the Company or Parent,
as the case may be, enforceable against it in accordance with its terms; and

            (c) the execution, delivery and performance by the Company and
Parent of this Agreement and the consummation by the Company and Parent of the
transactions contemplated hereby will not, with or without the giving of notice
or lapse of time, or both, (i) violate any provision of law, statute, rule or
regulation to which the Company or Parent is subject, (ii) violate any order,
judgment or decree applicable to the Company or Parent or (iii)

conflict with, or result in a breach or default under, any term or condition of
the Company's or Parent's organizational documents or any agreement or
instrument to which the Company or Parent is a party or by which it is bound.

            1.2 Representations and Warranties of the Stockholders. Each
Stockholder other than Parent (as to himself or itself only) represents and
warrants to the Company and Parent that, as of the time such Stockholder becomes
a party to this Agreement:

            (a) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of its state of incorporation, or it is a
limited partnership or a limited liability company duly formed, validly
existing, and in good standing under the Laws of the State of its state of
formation, as the case may be, it has full power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby, and the execution, delivery and performance by it of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate, partnership or limited liability
company action.

            (b) this Agreement (or the separate joinder agreement executed by
such Stockholder) has been duly and validly executed and delivered by such
Stockholder, and this Agreement constitutes a legal and binding obligation of
such Stockholder, enforceable against such Stockholder in accordance with its
terms; and

            (c) the execution, delivery and performance by such Stockholder of
this Agreement (or any joinder to this Agreement, if applicable) and the
consummation by such Stockholder of the transactions contemplated hereby (and
thereby, if applicable) will not, with or without the giving of notice or lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which such Stockholder is subject, (ii) violate any order, judgment or decree
applicable to such Stockholder or (iii) conflict with, or result in a breach or
default under, any term or condition of any agreement or other instrument to
which such Stockholder is a party or by which such Stockholder is bound.

                                   ARTICLE II
                         VOTING AGREEMENTS AND COVENANTS

            2.1 Election of Directors; Committees.

            (a) Each Person, other than the Company, that is a party to this
Agreement hereby agrees that such Person will vote, or cause to be voted, all
voting Shares of the Company over which such Person has the power to vote or
direct the voting, and will take all other necessary or desirable actions within
such Person's control, and the Company will take all necessary or desirable
actions within its control, to cause the authorized number of directors to be
established at up to sixteen (16) directors, and to elect or appoint or cause to
be elected or appointed to the board of directors of the Company (the "Board")
and cause to be continued in office, the following individuals, in each case
subject to the provisions of subparagraph (b) below:


                                      -2-

            (i)   one (1) director designated by Thomas H. Lee Equity Fund V,
                  L.P. and one (1) director designated by Thomas H. Lee Parallel
                  Fund V, L.P. (collectively, the "THL Directors"), who shall
                  initially be Thomas M. Hagerty and Seth Lawry and who shall be
                  such directors so long as they are principals of THL (or
                  equivalent or higher ranking employees of THL), provided that
                  any directors replacing the initial THL Directors shall always
                  be individuals who are principals of THL (or equivalent or
                  higher ranking employees of THL);

            (ii)  two (2) directors designated by TPG Partners IV, L.P. (the
                  "TPG Directors"), who shall initially be Jonathan Coslet and
                  Marshall Haines and who shall be such directors so long as
                  they are principals of TPG (or equivalent or higher ranking
                  employees of TPG), provided that any directors replacing the
                  initial TPG Directors shall always be individuals who are
                  principals of TPG (or equivalent or higher ranking employees
                  of TPG); and

            (iii) up to twelve (12) directors designated by Parent representing
                  the proportional amount of Shares held by Parent at the
                  relevant time (the "Parent Directors"), one of whom shall be
                  William P. Foley, II, subject to the terms of paragraph (c)
                  below; provided that, it is acknowledged that any number of
                  the director seats to be filled by the Parent at any time may
                  remain vacant until such time as the Parent elects to fill
                  such seats.

            (b) If at any time THL or TPG ceases to own at least 50% of the
Shares held by it as of the date hereof (subject to adjustment for stock splits,
combinations and similar events), the number of directors THL or TPG, as the
case may be, is entitled to designate shall be decreased by one. In the event
such decrease results in an undesignated Board seat, the remaining Board members
may designate, by majority vote, a successor director to fill the vacancy
created thereby or decrease the size of the Board by such seats.

            (c) The chairman of the Board (the "Chairman") shall be elected by a
majority vote of the Board; provided, however, that William P. Foley, II shall
serve as the Chairman for an initial period of three (3) years provided he
continues to be employed by the Company as Chief Executive Officer.

            (d) The Board shall hold no less than one (1) meeting per fiscal
quarter. At each meeting of the Board (or committee thereof) at which a quorum
is present, each director shall be entitled to one vote on each matter to be
voted on at such meeting. A majority of the Board shall constitute a quorum.

            (e) If at any time any director ceases to serve on the Board
(whether due to resignation, removal or otherwise), the Stockholders shall elect
a successor to fill the vacancy created thereby on the terms and subject to the
conditions of paragraphs (a) and (b) above. Each Person that is a party hereto
agrees to vote, or cause to be voted, all voting Shares of the Company over
which such Person has the power to vote or direct the voting, and shall take all


                                      -3-

such other actions as shall be necessary or desirable to cause the designated
successor to be elected to fill such vacancy.

            (f) Nothing in this Agreement shall be construed to impair any
rights that the stockholders of the Company may have to remove any director for
cause under applicable law, the certificate of incorporation of the Company, or
the by-laws of the Company, as the case may be. No such removal of an individual
designated pursuant to this Section 2.1 for cause shall affect any of the
Stockholders' rights to designate a different individual pursuant to this
Section 2.1 to fill the position from which such individual was removed.

            (g) Each member of the Board shall be entitled to reimbursement from
the Company for his or her reasonable out-of-pocket expenses (including travel)
incurred in attending any Board meeting.

            (h) For so long as a Sponsor has any designees on the Board, Parent
shall maintain a directors' and officers' liability insurance policy for
directors and officers of Parent and its Subsidiaries (including the Company),
with coverage of at least $125.0 million of "Side A", "Side B" and "Side C"
coverage (the "Policy"), plus an additional $20.0 million of "Side A" coverage
with terms substantially the same as the terms in effect under the Parent's
policy in effect on the date hereof. In the event that any claims are made under
the Policy such that less than $50 million of coverage remains under the Policy
in any calendar year, Parent agrees to purchase additional "Side A", "Side B"
and "Side C" directors' and officers' liability insurance such that there shall
always be a minimum of $50 million of coverage available to directors and
officers of the Parent and its Subsidiaries. The Company shall indemnify the
directors designated by the Sponsors in accordance with the Company's
certificate of incorporation and each indemnification agreement entered into by
the Company and such director.

            (i) There shall be established at all times during the term of this
Agreement a Compensation Committee of the Board (the "Compensation Committee")
which shall be comprised of up to five (5) directors as follows: one (1) of whom
shall be one of the THL Directors, one (1) of whom shall be one of the TPG
Directors and three (3) of whom shall be Parent Directors, provided that, one
(1) of the Parent Directors shall be an independent director selected by Parent
who shall not be an employee of Parent. The Compensation Committee will (i)
determine the compensation of all senior employees and consultants of the
Company (including salary, bonus, equity participation and benefits) consistent
with compensation of companies similar to the Company and (ii) subject to
Section 2.2(a)(vii) hereof, approve the grants of any options or awards under,
or amendments to or replacement of, the SIP and the repurchases of any stock
under the terms of the SIP; provided that no member of the Compensation
Committee may vote on his own compensation or option or award grant. The initial
members of the Compensation Committee shall be William P. Foley, II, Thomas M.
Hagerty and Jonathan Coslet and two other individuals designated by Parent in
accordance with the provisions in this clause (i).

            (j) There shall be established at all times during the term of this
Agreement an Audit Committee of the Board (the "Audit Committee") which shall be
comprised of THL Directors, TPG Directors and Parent Directors representing the
proportional amount of Shares

                                      -4-

held by the Sponsors and Parent, respectively. The Audit Committee shall
determine the Company's audit policies, review audit reports and recommendations
made by the Company's internal audit staff and its independent auditors, meet
with the Company's independent auditors, oversee the independent auditors, and
recommend the Company's engagement of independent auditors.

            (k) All other committees that may be established by the Board from
time to time shall be comprised of up to five (5) directors as follows: one (1)
of whom shall be one of the THL Directors, one (1) of whom shall be one of the
TPG Directors and three (3) of whom shall be Parent Directors, provided that,
one (1) of the Parent Directors shall be an independent director selected by
Parent who shall not be an employee of Parent.

            2.2 Voting Required for Action.

            (a) At any time prior to a Public Offering, the following actions by
the Company or any of its Subsidiaries shall require the approval of (X) the
holders of at least a majority of the Shares then held by THL and its
Transferees, and (Y) the holders of at least a majority of the Shares then held
by TPG and its Transferees (together, the "Major Sponsors"):

            (i)   the approval of any modification or deviation in excess of (A)
                  20% with respect to the capital expenditure line item of the
                  annual operating budget and capital expenditure budget of the
                  Company and its Subsidiaries from the amounts included in the
                  three (3) year projections attached hereto as Schedule 1
                  (unless such increase relates to an acquisition permitted or
                  approved under Section 2.2(a)(ii)), and (B) 20% of the
                  aggregate amounts set forth in the annual operating budget and
                  capital expenditure budget approved by the Board on an annual
                  basis,

            (ii)  acquisition, by merger or consolidation, or by purchase of, or
                  investments in, all or substantially all of the assets or
                  stock of, any business or any corporation, partnership, joint
                  venture, limited liability company, association or other
                  business organization or division thereof, in excess of
                  $50,000,000 per transaction or series of related transactions,
                  or in excess of $100,000,000 in the aggregate in any fiscal
                  year,

            (iii) amendments to the certificate of incorporation or bylaws of
                  the Company or any of its Subsidiaries in a manner which
                  disproportionately and adversely affects the rights of the
                  Sponsors or which adversely affect the indemnification or
                  exculpation of any director of the Company,

            (iv)  subject to the rights of the Sponsors in Sections 4.1 and 5.1,
                  any (A) sale of all or substantially all of the assets of, or
                  liquidation, dissolution or recapitalization of, the Company
                  or any of its Material Subsidiaries, or (B) change of control
                  of the Company or a Material Subsidiary, whether through
                  merger or sale of stock or otherwise, the result of which is
                  Persons owning voting stock of the Company or such Material
                  Subsidiary, as the

                                      -5-

                  case may be, prior to such transaction do not hold more than
                  50% of the voting stock of the Company or such Material
                  Subsidiary after giving effect to such transaction,

            (v)   the incurrence of any indebtedness for borrowed money by the
                  Company or any of its Subsidiaries in excess of $100,000,000
                  in the aggregate or the granting of any lien or encumbrance on
                  the assets or pledge of the capital stock of the Company or
                  its Subsidiaries (other than indebtedness incurred under, and
                  liens imposed in connection with the Financing),

            (vi)  the authorization or issuance, or committing to authorize or
                  issue, any equity securities of the Company or its
                  Subsidiaries senior to the Shares (or any replacement
                  securities) held by the Sponsors as to liquidation preference,
                  redemption rights or dividend rights,

            (vii) any increase in the authorized number of shares of Common
                  Stock or Common Stock Equivalents issued or to be issued to
                  employees, officers or directors of, or consultants or
                  advisors to the Company, pursuant to the SIP or adoption of
                  any similar incentive or option plan, or any option grant
                  under the SIP in excess of 16,378,379 shares or the making of
                  any restricted stock awards under the SIP in excess of the
                  initial 2,500,000 aggregate share award contemplated by
                  Section 2.7 hereof,

            (viii)entering into any contract or transaction (other than an
                  Exempted Arrangement) which involves payments by any party of
                  more than $500,000 annually in the aggregate, between the
                  Company and any of its Subsidiaries on the one hand and any
                  Stockholder or its Affiliates or any Related Parties on the
                  other,

            (ix)  in the event an employee of the Company is terminated without
                  Cause (as defined in the SIP), exercising any call right under
                  the SIP to repurchase Common Stock or Common Stock Equivalents
                  from such employee if the aggregate purchase price paid to
                  employees for the repurchase of shares pursuant to the SIP
                  within the prior 12 months (including the current repurchase )
                  exceeds $15,000,000,

            (x)   any Public Offering that is not a Qualified Public Offering,
                  or

            (xi)  any (A) commencement of a case, proceeding or other action (1)
                  under any existing or future law of any jurisdiction, domestic
                  or foreign, relating to bankruptcy, insolvency, reorganization
                  or relief of debtors, seeking to have an order for relief
                  entered with respect to it, or seeking to adjudicate it a
                  bankrupt or insolvent, or seeking reorganization, arrangement,
                  adjustment, winding-up, liquidation, dissolution, composition
                  or other relief with respect to it or its debts, or (2)
                  seeking appointment of a receiver, trustee, custodian or other
                  similar official for it or for all or any

                                      -6-

                  substantial part of its assets, or (B) making of a general
                  assignment for the benefit of its creditors.

            (xii) the amendment or modification, in a manner adverse to the
                  Sponsors, of the commission percentage payable to any of the
                  Company's Subsidiaries pursuant to the Issuing Agency
                  Agreements by and among the Company's Subsidiaries and each of
                  Chicago Title Insurance Company and LSI Title Agency, Inc.

                  (b) The Company agrees to provide each of the Sponsors written
notice of any proposed action that is approved or denied by the Major Sponsors
pursuant to Section 2.2(a) within 10 business days following such approval or
denial, as the case may be, which notice shall include a brief summary of the
action taken by the Major Sponsors.

            2.3 Selection Criteria. In the event that the Board determines to
appoint a new Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer (or equivalent position) at any time or times, the Company
shall select persons for such positions who meet criteria agreed to in advance
by the Board in consultation with the Major Sponsors.

            2.4 Sponsor Veto.

            (a) Each time the Board proposes to replace the Chief Executive
Officer, Chief Financial Officer or Chief Operating Officer, the Major Sponsors,
for bona fide, good faith reasons, communicated in writing in reasonable detail
by the Major Sponsors within a reasonable time after the Company notifies the
Major Sponsors of the identity of a proposed replacement candidate, shall have
the right to veto the selection of two such proposed candidates for Chief
Executive Officer, two such proposed candidates for Chief Financial Officer and
two such proposed candidates for Chief Operating Officer of the Company (each
such candidate, a "Candidate").

            (b) In the event the Major Sponsors have already vetoed two
Candidates for any of such positions, the Major Sponsors will have the right to
veto a third Candidate for such position so long as the Major Sponsors withdraw
their veto and waives their veto rights with respect to one of the previously
vetoed Candidates, and the Company will have the right to appoint to such
position the Candidate for whom the veto was withdrawn.

            (c) Notwithstanding anything in this Section 2.4 to the contrary:

            (i)   a simple majority of the Board may appoint an interim Chief
                  Executive Officer, Chief Financial Officer or Chief Operating
                  Officer to serve for a term not to exceed (unless otherwise
                  agreed in writing by the Sponsor Group) 120 calendar days (the
                  "Interim Term"); and

            (ii)  a simple majority of the Board may extend the Interim Term by
                  successive increments of 60 calendar days until a Chief
                  Executive Officer, Chief Financial Officer or Chief Operating
                  Officer is appointed, so long as the

                                      -7-

                  Company is proceeding in good faith with the process set forth
                  in this Section 2.4.

            2.5 Independent Company Management Terms. The Company will use
reasonable best efforts to put in place within a reasonable time after the date
hereof a senior management team at the Company (including a chief legal officer
and chief operating officer) composed of managers who are not employed by, or
serve as directors of, Parent (other than William P. Foley, II and Brent Bickett
who will be employed by both Parent and the Company).

            2.6 Parent Board Representation. Parent will use reasonable best
efforts to have Thomas M. Hagerty nominated and elected to Parent's Board of
Directors.

            2.7 2005 Stock Incentive Plan. Promptly following the Closing Date,
the Company intends to offer to certain key employees set forth on a schedule
previously delivered to the Sponsors stock awards under the SIP covering an
aggregate of 2,500,000 shares of Common Stock, at a purchase price per share of
$10 each. Each person offered such an award will have until the date (the
"Cut-Off Date") that is 60 days after the Closing Date to accept the award by
returning a signed copy of the award agreement, payment for the shares and a
counterpart signature page to this Agreement. The making of any (i) restricted
stock award under the SIP in excess of the initial 2,500,000 shares referred to
above shall, and (ii) stock option award under the SIP in excess of the initial
16,378,379 shares reserved in the SIP, shall require consent in accordance with
Section 2.2(a).

                                  ARTICLE III
                               TRANSFERS OF SHARES

            3.1 Restrictions on Transfer of Shares.

            (a) Prior to the completion of the Company's first Public Offering,
no Stockholder may Transfer any Shares, except in an Exempt Transfer or
otherwise in accordance with the applicable terms of this Agreement.

            (b) No Transfer of any Shares by any Stockholder shall become
effective unless and until the Transferee (unless such Transferee already is
party to this Agreement) executes and delivers to the Company a counterpart to
this Agreement, agreeing to be treated in the same manner as the transferring
Stockholder. Upon such Transfer and such execution and delivery, the Transferee
acquiring Transferred Shares shall be bound by, and entitled to the benefits of,
this Agreement in the same manner as the transferring Stockholder; provided that
no Transferee of a Sponsor (other than pursuant to the second sentence of the
definition of an Exempt Transfer) shall be entitled to any of the rights of the
Sponsor set forth in this Agreement (or the benefits hereunder) other than
Section 3.2, Article VII, Article VI, Section 8.2, Article IX and Article X
hereof. Any attempted Transfer of Shares by any Stockholder not in accordance
with this Section 3.1 shall not be effective and shall be void.

            (c) No Shares may be transferred by a Stockholder (other than
pursuant to an effective registration statement under the Securities Act)
unless, if requested by the Company, such Stockholder first delivers to the
Company an opinion of counsel, which opinion and counsel

                                      -8-

shall be reasonably satisfactory to the Company, to the effect that such
Transfer is not required to be registered under the Securities Act.

            3.2 Tag-Along Rights.

            (a) At any time after the date of this Agreement, if any Sponsor or
Parent (the "Selling Holder") proposes to Transfer any Shares, the Selling
Holder shall, before such Transfer:

            (i)   Deliver to the Company and to the other Stockholders (the
                  "Other Holders") at least thirty (30) days prior written
                  notice of such proposed Transfer (the "Sale Notice") and the
                  terms of such Transfer, including (A) the number of Shares to
                  which the Transfer relates (the "Offered Shares"), (B) the
                  name and address of the proposed Transferee, (C) the proposed
                  amount and type of consideration (including, if the
                  consideration consists in whole or in part of non-cash
                  consideration, such information available to the Selling
                  Holder as may be reasonably necessary for the other
                  Stockholders to properly analyze the economic value and
                  investment risk of such non-cash consideration) and the terms
                  and conditions of payment proposed by the Selling Holder.

            (ii)  Any of the Other Holders may, within twenty-five (25) days of
                  the receipt of the Sale Notice, give written notice (each, a
                  "Tag-Along Notice") to the Selling Holder that such Other
                  Holder wishes to participate in such proposed Transfer upon
                  the terms and conditions set forth in the Sale Notice, which
                  Tag-Along Notice shall specify the Shares such Other Holder
                  desires to include in such proposed Transfer; provided,
                  however, that (1) each Other Holder shall be required, as a
                  condition to being permitted to sell Shares pursuant to this
                  Section 3.2(a) in connection with a Transfer of Offered
                  Shares, to sell a number of shares equal to the product of its
                  Pro Rata Amount and the number of Offered Shares, (2) to
                  exercise its tag-along rights hereunder, each Other Holder
                  must agree to make to the Transferee on behalf of itself the
                  same representations, warranties, covenants, indemnities and
                  agreements as the Selling Holder agrees to make in connection
                  with the Transfer of the Offered Shares (except that in the
                  case of representations and warranties pertaining specifically
                  to, or covenants made specifically by, the Selling Holder, the
                  Other Holders shall make comparable representations and
                  warranties pertaining specifically to (and, as applicable,
                  covenants by) themselves), and must agree to bear its ratable
                  share (which shall be proportionate based on the value of
                  Shares that are Transferred) of all liabilities to the
                  Transferees arising out of representations, warranties (other
                  than those representations, warranties and covenants that
                  pertain specifically to a given Stockholder), covenants,
                  indemnities or other agreements made in connection with the
                  Transfer. Each Stockholder will bear (x) its own costs of any
                  sale of Shares pursuant to this Section 3.2(a) and (y) its
                  pro-rata

                                      -9-

                  share (based upon the relative amount of Shares sold) of any
                  of the other costs of any reasonable and customary sale of
                  Shares pursuant to this Section 3.2(a) to the extent such
                  costs are incurred for the benefit of all Stockholders and are
                  not otherwise paid by the Transferee.

            (b) If none of the Other Holders gives the Selling Holder a
Tag-Along Notice prior to the expiration of the 25-day period for giving
Tag-Along Notices with respect to the Transfer proposed in the Sale Notice, then
(notwithstanding this Section 3.2(a)) the Selling Holder may Transfer such
Offered Shares on the terms and conditions set forth, and to or among any of the
Transferees identified (or Affiliates of Transferees identified), in the Sale
Notice at any time within ninety (90) days after expiration of the 25-day period
for giving Tag-Along Notices with respect to such Transfer. Any such Offered
Shares not Transferred by the Selling Holder during such 90-day period will
again be subject to the provisions of this Section 3.2 upon subsequent Transfer.
If one or more Other Holders give the Selling Holder a timely Tag-Along Notice,
then the Selling Holder shall use all reasonable efforts to obtain the agreement
of the prospective Transferee(s) to the participation of the Other Holders in
any contemplated Transfer, on the same terms and conditions as are applicable to
the Offered Shares, and no Selling Holder shall transfer any of its shares to
any prospective Transferee if such prospective Transferee(s) declines to allow
the participation of any of the Other Holders.

            (c) The rights and restrictions contained in Section 3.2(a) shall
not apply with respect to any Exempt Transfer, except Exempt Transfers pursuant
to this Section 3.2.

            3.3 Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Shares in violation of any provision of this Agreement shall be
void, and the Company shall not record such Transfer on its books or treat any
purported transferee of such Shares as the owner of such Shares for any purpose.

                                   ARTICLE IV
                                LIQUIDITY RIGHTS

            4.1 Duty to Negotiate; Appraisal.

            (a) If the Sponsors shall have cooperated with the Company in its
efforts to consummate a Qualified Public Offering but the Company has not
consummated a Qualified Public Offering prior to the second anniversary of the
Closing Date, then, at any time thereafter, the holders of 75% of the Sponsor
Shares (together, the "Sponsor Group") may give notice (the "Transfer Notice")
to Parent that the Sponsors desire to sell their Shares to Parent. For a period
of 30 days from the date of the Transfer Notice, each party will negotiate in
good faith regarding a sale of all the Sponsor Shares to the Parent or the
Company. If the parties are unable to agree upon the terms of a sale of the
Sponsor Shares to the Parent or the Company within such 30-day period, then the
Sponsor Group may elect to initiate the Appraisal Process to determine the
Appraisal Price (the "Election"). Any Appraisal Process shall be initiated by
the Sponsor Group by delivering to Parent and the Company the report of the
first appraiser.


                                      -10-

            (b) If, following the first Appraisal Process, the Sponsor Group is
not satisfied in its sole discretion, with the Appraisal Price (which
determination it shall make within fifteen (15) days of completion of the
Appraisal Process), then it may elect (the "Second Election") to initiate the
Appraisal Process a second time; provided that the Sponsor Group may not make a
Second Election within 12 months of the Election. If, following the second
Appraisal Process, the Sponsor Group is not satisfied in its sole discretion,
with the Appraisal Price (which determination it shall make within fifteen (15)
days of completion of the Appraisal Process), then it may elect to initiate the
Appraisal Process a third time (the "Third Election"), provided that, the
Sponsor Group may not make a Third Election within 12 months of the Second
Election. The Sponsor Group may not initiate the Appraisal Process more than
three times.

            (c) If, following any Appraisal Process, the Sponsor Group is
satisfied, in its sole discretion, with the Appraisal Price, the Sponsor Group
shall so notify the Parent and the Company and the Parent or the Company may
elect, within fifteen (15) days of receipt of notice of the Sponsor Group's
approval of the Appraisal Price, in its sole discretion, to purchase for cash
all but not less than all of the Sponsor Shares from the Sponsors at the
Appraisal Price by sending written notice to the Sponsors, and, in such event,
the Sponsors shall sell all but not less than all of the Sponsor Shares to the
Company and/or Parent. The closing of the purchase of the Shares from the
Sponsors by the Company and/or Parent pursuant to this Section 4.1(c) shall
occur no later than 30 days after notice of the Company or Parent's election to
purchase.

            (d) If the Sponsor Group, in its sole discretion, has approved an
Appraisal Price, but the Company and Parent elect not to purchase the Sponsors'
Shares or fail to make an election within the 15-day time period referenced in
clause (c) above, then the Sponsor Group shall have the right to compel a Sale
of the Company pursuant to Section 4.1(e) (the "Sale Process").

            (e) In accordance with Section 4.1(d) above, the Sponsor Group may
elect to compel a Sale of the Company in accordance with the provisions of this
Section 4.1(e) by providing written notice thereof to the Company.

            (i)   The Stockholders and the Company promptly after receiving such
                  notice will take, under the direction of the Sponsor Group,
                  all actions reasonably necessary or desirable and will use
                  their reasonable best efforts to cause the consummation of
                  such Sale of the Company (and, as used in this Section 4.1, if
                  structured as a stock sale, a sale of 100% of the outstanding
                  stock of the Company) at the highest value reasonably
                  available. Without limiting the foregoing, (i) each of Parent
                  and the Company shall provide each of the Sponsors with prompt
                  notice regarding any and all approvals, consents,
                  notifications, waivers and other legal requirements applicable
                  to it and necessary for the consummation of the proposed Sale
                  of the Company, and shall use its reasonable best efforts to
                  obtain all such approvals, consents, notifications and
                  waivers, and comply with all such other legal requirements in
                  a timely fashion, (ii) the Company shall hire an investment
                  bank (chosen by the Sponsor Group, but reasonably acceptable
                  to the Company) to identify potential buyers, conduct an
                  auction process

                                      -11-

                  and otherwise facilitate a Sale of the Company, (iii) subject
                  to the provisions of 4.1(e)(ii), if the proposed Sale of the
                  Company is structured as a sale of assets or a merger or
                  consolidation, or otherwise requires equityholder approval,
                  subject to the approval of the terms of such proposed Sale of
                  the Company by the Sponsor Group, in its sole discretion, the
                  Stockholders and the Company will vote or cause to be voted
                  all Shares that they hold or with respect to which such
                  Stockholder has the power to direct the voting and which are
                  entitled to vote on such transaction in favor of such
                  transaction and will waive any appraisal rights which they may
                  have in connection therewith, and (iv) subject to the
                  provisions of 4.1(e)(ii) and to the approval of the Sale of
                  the Company by the Sponsor Group, in its sole discretion, if
                  the proposed Sale of the Company is structured as or involves
                  a sale or redemption of Shares, the Stockholders will agree to
                  sell all but not less than all of their Shares on the terms
                  and conditions approved by such Sponsor Group, and the
                  Stockholders and the Company will execute any merger, asset
                  purchase, security purchase, recapitalization or other sale
                  agreement approved by such Sponsor Group (the "Definitive Sale
                  Agreements"), and will make to the buyer the same
                  representations, warranties, covenants, indemnities and
                  agreements (other than non-competition agreements) as the
                  Sponsor Group makes in connection with such Sale of the
                  Company (except that in the case of representations and
                  warranties pertaining specifically to, or covenants made
                  specifically by, any Sponsor, the other Stockholders shall
                  make comparable representations and warranties pertaining
                  specifically to (and, as applicable, covenants by)
                  themselves), and must agree to bear their ratable share (which
                  shall be proportionate based on the value of Shares that are
                  being sold in such Sale of the Company) of all liabilities of
                  the Stockholders arising out of representations, warranties
                  (other than those representations, warranties, covenants,
                  indemnities and agreements that pertain specifically to a
                  given Stockholder), covenants, indemnities or other agreements
                  made in the Definitive Sale Agreements.

            (ii)  The obligations of the Stockholders with respect to the Sale
                  of the Company are subject to the satisfaction of the
                  following conditions: (A) upon the consummation of the Sale of
                  the Company, all of the holders of a particular class or
                  series of Shares shall receive the same form and amount of
                  consideration per share, or amount of Shares, or if any
                  holders of a particular class or series of Shares are given an
                  option as to the form and amount of consideration to be
                  received, all holders of such class or series will be given
                  the same option, (B) all holders of vested and exercisable
                  rights to acquire a particular class or series of Shares will
                  be given an opportunity to either (1) exercise such rights
                  prior to the consummation of the Sale of the Company and
                  participate in such sale as holders of such Shares or (2) upon
                  the consummation of the Sale of the Company, receive in
                  exchange for such rights consideration equal to the amount
                  determined by multiplying (x) the same amount of consideration
                  per share, or amount

                                      -12-

                  of Shares received by the holders of such type and class of
                  Shares in connection with the Sale of the Company less the
                  exercise price per share, or amount of such rights to acquire
                  such Shares by (y) the number of shares, or aggregate amount
                  of Shares represented by such rights, and (C) in no event
                  shall the aggregate liability of any Stockholder for
                  representations, warranties, covenants, indemnities or
                  agreements (other than with respect to such Stockholder's
                  ownership of its Shares or ability to consummate the transfer
                  thereof) with respect to any Sale of the Company exceed the
                  proceeds received by such Stockholder in such Sale of the
                  Company.

            (iii) Each Stockholder will bear its or his pro-rata share (based
                  upon the relative amount of Shares sold) of the reasonable and
                  customary costs of any Sale of the Company to the extent such
                  costs are incurred for the benefit of all Stockholders and are
                  not otherwise paid by the Company or the acquiring party.

            (iv)  In no event will the auction process take more than 180 days
                  (the "Auction Period"), unless Definitive Sale Agreements have
                  been entered into prior to the end of the Auction Period.
                  Unless Definitive Sale Agreements have previously been
                  executed, the Sponsor Group shall have the right to terminate
                  the Sale Process at any time during the Auction Period in its
                  sole discretion (the "Sale Termination Right"). If (i) the
                  Sponsor Group exercises the Sale Termination Right, or (ii)
                  the Sale of the Company as contemplated by the Definitive Sale
                  Agreements is not consummated (unless the failure to
                  consummate is the result of a breach of the Definitive
                  Agreements by a member of the Sponsor Group), then, at any
                  time on or after 6 months after the date on which the Sponsor
                  Group exercised the Sale Termination Right or the Definitive
                  Sale Agreements terminated in accordance with their terms, as
                  the case may be, the Sponsor Group may, again initiate their
                  liquidity rights under this Article IV (commencing with
                  Section 4.1(a)), subject to the terms of Section 4.1(b). If,
                  (i) at the end of the Auction Period, there is no good faith,
                  bona fide offer to acquire the Company, or (ii) the
                  shareholders of Parent have the right to approve the Sale of
                  the Company and vote against such transaction, then, the
                  Sponsor Group may, in its sole discretion, either (i) exercise
                  the exchange rights described in Section 4.2, or (ii) again
                  and at any time initiate their liquidity rights under this
                  Article IV (commencing with Section 4.1(a)), subject to the
                  terms of Section 4.1(b).

            4.2 Exchange Rights.

      If a Sale of the Company does not occur in accordance with the provisions
of Section 4.1(e), then the Sponsor Group may elect to cause the exchange of
all, but not less than all, of the Sponsor Shares for shares of common stock of
Parent, the resale of which by Sponsors shall be registered on Form S-3 or any
successor form, to the extent such form is available to the Parent

                                      -13-

at such time, based upon the Appraisal Price of the Sponsor Shares pursuant to a
new Appraisal Process (which shall not count towards the limits in Section
4.1(b)) initiated at the time the Sponsor Group elects to exercise the exchange
rights hereunder and the fair market value of the Parent's common stock
determined by the average closing price of the Parent's common stock for the
45-day trading period immediately prior to the date of the exchange for Parent
common stock (the "Exchange"). To the extent the number of shares to be received
by Sponsors at the Appraisal Price constitutes more than 19.9% of the
outstanding capital stock of Parent (as determined pursuant to the rules of the
New York Stock Exchange), then each Sponsor will receive the balance in cash as
a pro rata portion of the Appraisal Price. Upon written notice to Parent, the
Company and the other Sponsors of the Sponsor Group's election to consummate
such Exchange (the "Exchange Notice"), each of Parent and the Company shall (i)
provide each Sponsor with prompt notice regarding any and all approvals,
consents, notifications, waivers, filings, amendments and other legal
requirements applicable to it and necessary for the consummation of the proposed
Exchange, and shall use their reasonable best efforts to obtain all such
approvals, consents, notifications, waivers, filings and amendments and shall
comply with all such other legal requirements in a timely fashion, and (ii) take
all other actions reasonably necessary or desirable and use their reasonable
best efforts to cause the consummation of the Exchange. In no event shall any
Sponsor be required to make any representations, warranties, covenants,
indemnities or agreements (other than representations and indemnities with
respect to such Sponsor's ownership of its Shares, its ability to consummate the
Exchange and investment representations required under applicable securities
laws) in connection with any Exchange.

                                   ARTICLE V
                                TAKE-ALONG RIGHT

            5.1 Take-Along Right.

            (a) If the Sponsor Group and Parent, acting together, elect to
consummate, or to cause the Company to consummate, a transaction constituting a
Sale of the Company, the Sponsor Group and Parent shall notify the Company and
the other Stockholders in writing of that election, the other Stockholders will
consent to and raise no objections to the proposed transaction, and the
Stockholders and the Company will take all other actions reasonably necessary or
desirable to cause the consummation of such Sale of the Company on the terms
proposed by Sponsor Group and Parent. Without limiting the foregoing, (i) if the
proposed Sale of the Company is structured as a sale of assets or a merger or
consolidation, or otherwise requires Stockholder approval, the Stockholders and
the Company will vote or cause to be voted all Shares that they hold or with
respect to which such Stockholder has the power to direct the voting and which
are entitled to vote on such transaction in favor of such transaction and will
waive any appraisal rights which they may have in connection therewith and (ii)
if the proposed Sale of the Company is structured as or involves a sale or
redemption of Shares, the Stockholders will agree to sell their pro-rata share
of the Shares being sold in such Sale of the Company on the terms and conditions
approved by the Sponsor Group and Parent, and the Stockholders will execute any
Definitive Sale Agreements, and will make to the buyer the same representations,
warranties, covenants, indemnities and agreements (other than non-competition
agreements) as the Sponsors make in connection with such Sale of the Company
(except that in the case of representations and warranties pertaining
specifically to, or covenants made specifically by, any

                                      -14-

Sponsor, the other Stockholders shall make comparable representations and
warranties pertaining specifically to (and, as applicable, covenants by)
themselves), and must agree to bear their ratable share (which shall be
proportionate based on the value of Shares that are being sold in such Sale of
the Company) of all liabilities of the Stockholders arising out of
representations, warranties (other than those representations, warranties,
covenants, indemnities and agreements that pertain specifically to a given
Stockholder), covenants, indemnities or other agreements made in the Definitive
Sale Agreements.

            (b) The obligations of the Stockholders with respect to the Sale of
the Company are subject to the satisfaction of the following conditions: (i)
upon the consummation of the Sale of the Company, all of the holders of Shares
shall receive the same form and amount of consideration per Share, or if any
holders of a particular class or series of securities are given an option as to
the form and amount of consideration to be received, all holders of such class
or series will be given the same option, (ii) all holders of rights without
regard to vesting or exercise restrictions to acquire a particular class or
series of securities will be given an opportunity to either (A) exercise such
rights prior to the consummation of the Sale of the Company and participate in
such sale as holders of such Securities or (B) upon the consummation of the Sale
of the Company, receive in exchange for such rights consideration equal to the
amount determined by multiplying (1) the same amount of consideration per share,
unit or amount of Shares received by the holders of such type and class of
Shares in connection with the Sale of the Company less the exercise price per
share, unit or amount of such rights to acquire such Shares by (2) the number of
shares, units or aggregate amount of Shares represented by such rights, and
(iii) in no event shall the aggregate liability of any Stockholder for
representations, warranties, covenants, indemnities or agreements (other than
with respect to such Stockholder's ownership of its Shares, its ability to
consummate the transfer thereof, and investment representations required under
applicable securities laws) with respect to any Sale of the Company exceed the
proceeds received by such Stockholder in such Sale of the Company.

            (c) Each Stockholder will bear its or his pro-rata share (based upon
the relative amount of Shares sold) of the reasonable and customary costs of any
sale of Shares pursuant to a Sale of the Company to the extent such costs are
incurred for the benefit of all Stockholders and are not otherwise paid by the
Company or the acquiring party. Costs incurred by or on behalf of a Stockholder
for its or his sole benefit will not be considered costs of the transaction
hereunder. In the event that any transaction that the Sponsor Group and Parent,
acting together, elect to consummate or cause to be consummated pursuant to this
Article V is not consummated for any reason, the Company will reimburse the
Sponsors and Parent for all actual and reasonable expenses paid or incurred by
the Sponsors and Parent in connection therewith.


                                   ARTICLE VI
                                REDEMPTION RIGHTS

            6.1 Redemption of Sponsor Shares. At any time prior to a Public
Offering becoming effective:


                                      -15-


                  (a) Parent shall provide the Sponsors with no less than thirty
(30) days prior written notice of any event that will constitute a Parent Change
of Control. If the Sponsor Group gives notice of its election (such election to
be called the "Redemption Notice") within twenty (20) days after receipt of such
notice from the Parent, to have the Parent purchase the Sponsor Shares, then,
upon consummation of such Parent Change of Control (the "Redemption Date"), the
Parent shall be required to purchase, at the Redemption Price (as defined
below), all of the Shares then held by the Sponsors (the "Redemption Shares").
The Redemption Notice must request redemption of all, and not less than all, of
the Shares held by the Sponsors.

                  (b) For purposes of this provision, a "Parent Change of
Control" shall be deemed to have occurred when there has occurred (i) an
acquisition by any "person" (as that term is used in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act, as amended (the "Exchange Act") (or any
successor item, regulation or act to the same effect)) of beneficial ownership,
directly or indirectly, of securities of Parent representing more than fifty
percent (50%) of the combined voting power of Parent's then outstanding
securities; (ii) an acquisition by any "person" (as that term is used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (or any successor item,
regulation or act to the same effect)) of the right to appoint a majority of
Parent's board of directors; or (iii) the sale of all or substantially all of
the assets of Parent.

                  (c) The purchase price for each Redemption Share (the
"Redemption Price") shall be the Appraisal Price of each share of the Company's
Common Stock on the date that the applicable Redemption Notice is first given
under Section 6.1 (the "Determination Date").

                  (d) In consideration of the purchase of the Redemption Shares
hereunder, the Parent shall deliver to each Sponsor on the Redemption Date, the
Redemption Price for its Shares, in cash by certified check or by wire transfer
of immediately available funds.

                  6.2 Redemption Closing. The closing of the purchase of the
Redemption Shares being redeemed by the Sponsors (the "Redemption Closing")
shall take place at 10:00 a.m. at the offices of Weil, Gotshal & Manges LLP, 100
Federal Street, Boston, MA 02110 on the applicable Redemption Date, or at such
other time and place as the Sponsors and the Parent may agree. The Sponsors
shall deliver to the Parent at the Closing a certificate or certificates
evidencing the Shares redeemed hereunder together with executed stock powers.

                  6.3 Failure to Redeem. If the Parent fails to purchase all of
the Redemption Shares on the Redemption Date, then the Parent shall be deemed to
have breached Section 6.1 hereof. If the Parent's breach is due to insufficient
funds, then those funds which are available to the Parent will be used to
purchase, pro rata, based on the aggregate Redemption Price payable to each
Sponsor, the maximum possible number of Redemption Shares. Any subsequent
purchase by the Parent shall be for the remaining Redemption Shares of each
Sponsor, allocated pro rata based on each Sponsor's ownership of the remaining
Redemption Shares. In the event of such a breach, in addition to any other
remedies available to the Sponsors at law or in equity, between the Redemption
Date and such time as the purchase is completed, the Redemption Price for each
Sponsor's Shares shall bear interest at the rate of twelve percent (12%) per
annum, compounded annually; provided that such rate shall increase by 2% on the
date that is six (6) months after the Redemption Date, and subject to applicable
law, shall further increase by an additional 2% on

                                      -16-

the last day of every quarter thereafter, until such Redemption Shares are fully
purchased by the Parent. If the Parent purchases fewer than all of the
Redemption Shares offered for purchase, the holders of the Shares not redeemed
shall continue to receive the benefit of the rights and privileges afforded the
Shares hereunder.

                                  ARTICLE VII
                               PRE-EMPTIVE RIGHTS

                  7.1 Issuance of New Shares.

                  (a) Purchase Rights. If at any time after the date of this
Agreement the Company proposes to issue or sell any Common Stock, Common Stock
Equivalents or securities convertible into equity securities of the Company
(collectively, "New Shares"), the Company shall first offer to sell to each
Stockholder (other than any Management Holder, as to whom this Section 7.1 shall
not apply) a portion of each type of such New Shares equal to the quotient
determined by dividing (x) the number of Shares held or beneficially owned by
such Stockholder, by (y) the total number of Shares outstanding immediately
prior to such issuance or sale. A Stockholder shall be entitled to purchase all
or any portion of its respective portion (as determined in the immediately
preceding sentence) of such New Shares at the most favorable price and on the
most favorable terms as such New Shares are to be offered. The holders of Shares
shall further have a right of over-allotment such that to the extent a
Stockholder (a "Rejecting Holder") does not does not exercise its right to
purchase any of the New Shares, or exercises its rights for less than all of its
pro rata share of the New Shares (as determined above), then each other
Stockholder may elect to purchase its pro rata share (as determined above) of
such New Shares which the Rejecting Holder does not elect to purchase.

                  (b) Offer Period. In order to exercise its purchase rights
hereunder, each Stockholder must, within 30 days after receipt of written notice
from the Company describing in reasonable detail the New Shares being offered,
the purchase price thereof, the payment terms, the percentage of the New Shares
initially available to such holder pursuant to Section 7.1(a) and the
over-allotment right available in connection therewith, deliver a written notice
to the Company describing its election to exercise its purchase rights
hereunder.

                  (c) Expiration of Offer Period. Upon the expiration of the
offering period described above, the Company shall be entitled to sell such New
Shares which the Stockholders have not elected to purchase during the 180 days
following such expiration on terms and conditions no more favorable to the
purchasers thereof than those offered to the Stockholders pursuant to Section
7.1(a). Any New Shares to be sold by the Company after such 180-day period must
be reoffered to the Stockholders pursuant to the terms of this Section 7.1.

                  (d) Exceptions to Purchase Rights. The provisions of this
Section 7.1 will not apply to the following issuances of New Shares:

                           1. Common Stock or Common Stock Equivalents issued or
                           to be issued to employees, officers or directors of,
                           or consultants or advisors to the Company, pursuant
                           to the SIP (it being acknowledged that Common

                                      -17-

                           Stock or Common Stock Equivalents will not be issued
                           to Sponsors under this Section 7.1(d)(1), or to their
                           director designees (other than pursuant to a grant
                           for a number of shares also granted to the
                           independent directors of the Company)),

                           2. Equity Securities issued in respect of or in
                           exchange for Shares by way of a stock dividend, stock
                           split or similar transaction, and

                           3. Equity Securities issued in the first Public
                           Offering approved by the Board in accordance with the
                           terms hereof.

                                  ARTICLE VIII
                           BOARD OBSERVERS AND ACCESS

                  8.1 Board Representation and Access. The Company agrees as
follows:

                  (a) In the event that either THL or TPG loses its right to
designate all of its directors pursuant to Section 2.1(b), such Sponsor (an
"Affected Sponsor") shall have the right to designate an employee of such
Sponsor or its Affiliates as a non-voting observer (a "Non-Voting Observer") to
the Board and who shall be such Sponsor's initial designee as a director of the
Company so long as they are principals of such Sponsor, and any replacement
shall be a principals of such Sponsor. The Non-Voting Observer attending a
meeting of the Board shall be entitled to reimbursement from the Company for his
or her reasonable out-of-pocket expenses (including travel) incurred in
attending such meeting.

                           (i) The Non-Voting Observer shall be entitled to be
present at all meetings of the Board and of each committee of the Board and such
observer shall be notified of any meeting of the Board or committee, including
such meeting's time and place, in the same manner as Board members and shall
have the same access to information (including any copies of all materials
distributed to members of the Board or a committee thereof) concerning the
business and operations of the Company and at the same time as Board members and
shall be entitled to participate in discussions and consult with, and make
proposals and furnish advice to, the Board or committee without voting;
provided, however, that the Company shall not be under any obligation to take
any action with respect to any proposals made or advice furnished by the
Non-Voting Observer, and nothing herein shall prevent the Board (or any
committee thereof) from acting by written instrument to the extent permitted by
applicable law. The Non-Voting Observer shall have a duty of confidentiality to
the Company comparable to the duty of confidentiality of a director of the
Company.

                           (ii) Notwithstanding the foregoing, if an issue is to
be discussed or otherwise arises at any meeting of the Board or any committee of
the Board which, in the reasonable judgment of the Board or a majority of the
members of such committee, based on advice of legal counsel, cannot be discussed
in the presence of the Non-Voting Observer in order to avoid a conflict of
interest on the part of the Non-Voting Observer or to preserve an
attorney-client or accountant-client or any other available privilege, then such
issue may be discussed without the Non-Voting Observer being present and may be
deleted from any materials being

                                      -18-

distributed in connection with any meeting at which such issues are to be
discussed, so long as the Non-Voting Observer is given notice of the occurrence
of such meeting and the deletion of such materials.

                  (b) The Company will, and will cause its Subsidiaries to, upon
reasonable notice at reasonable times from time to time, provide each Sponsor
(and any other parent company of such Sponsor that is a venture capital
operating company), at the sole expense of such Sponsor, reasonable
opportunities to routinely consult with and advise the management of the Company
and its subsidiaries on all matters relating to the operation of the Company and
each such Subsidiary, including, without limitation, with respect to any
proposed merger, sale of all or substantially all of the Company's assets or
capital stock, liquidation or dissolution of or by the Company or other similar
corporation transaction, and shall consider, in good faith, the recommendations
of each Sponsor in connection with the matters on which it is consulted;
provided that the ultimate discretion with respect to all such matters shall be
retained by the Company and the Company shall not be under any obligation to
accept the recommendations of any Sponsor. The Company shall give, and shall
cause its subsidiaries to give, subject to compliance with applicable laws and
confidentiality obligations to third parties, such Sponsor (and any other parent
company of such Sponsor that is a venture capital operating company) and their
authorized representatives reasonable access during normal business hours to all
books of account, facilities and properties of the Company and its subsidiaries
and permit the Sponsor (and any parent company of such Sponsor that is a venture
capital operating company) to make such copies and inspections thereof as any
such Person may reasonably request and discuss the affairs, finances and
accounts with the officers thereof; provided that such Sponsor shall not
exercise such rights more often than quarterly during any calendar year, and
such additional times as may be reasonably required in order to qualify any of
the Shares as a venture capital investment (as defined in the Department of
Labor Regulation Section 2510.3-101). Any such visit will be at the expense of
such Sponsor (or such other parent company of such Sponsor that is a venture
capital operating company).

                  (c) If (i) reasonably required, in order to qualify any of the
Shares as a venture capital investment (as defined in the Department of Labor
Regulation Section 2510.3-101) or (ii) any Sponsor is unable for any reason
(including pursuant to this Agreement) to appoint a Non-Voting Observer to the
Board (and each of the committees, except the compensation committee, thereof),
then the Company shall promptly provide true and correct copies of all
documents, reports, financial data, and such additional financial and other
information with respect to the Company, and its subsidiaries as such Sponsor
(and any other parent company of such Sponsor that is a venture capital
operating company) may from time to time reasonably request.

                  (d) The Company's obligations pursuant to Section 8.1(a) shall
survive until a Public Offering, and the Company's obligations pursuant to
Section 8.1(b) and (c) shall survive with respect to each Sponsor until the
later of (i) a Public Offering, or (ii) until such Sponsor holds less than 20%
of its initial equity investment in the Company.

                                      -19-

                  8.2 Information Rights. Prior to the consummation of the first
Public Offering, the Company shall provide to each of the Sponsors the following
information:

                  (a) Within ninety (90) days after the end of each fiscal year,
an audited consolidated balance sheet of the Company and its Subsidiaries as of
the end of such fiscal year, and an audited consolidated statement of income and
statement of cashflows of the Company and its Subsidiaries for such year, in
each case prepared in accordance with generally accepted accounting principles
and setting forth in comparative form the figures for the previous fiscal year,
all in reasonable detail, and audited by the Company's independent public
accountants.

                  (b) Within forty five (45) days after the end of each of the
first three fiscal quarters of each fiscal year, unaudited consolidated balance
sheets of the Company and its Subsidiaries as of the end of such fiscal quarter,
unaudited consolidated statements of income, and unaudited consolidated
statements of cash flows for such fiscal quarter and for the current fiscal year
to date. Such financial statements shall be prepared in accordance with
generally accepted accounting principles consistently applied (other than
omission of accompanying notes) and compared with both the actual results from
the corresponding quarter of the previous fiscal year and the budget for the
current fiscal year, all in reasonable detail and signed by the principal
financial or accounting officer of the Company.

                  (c) Within twenty (20) days after the end of each month of
each fiscal year, the Company's monthly reporting package, including unaudited
consolidated statements of income. Such financial statements shall be prepared
in accordance with generally accepted accounting principles consistently applied
(other than omission of accompanying notes) and compared with both the actual
results from the corresponding month of the previous fiscal year and the budget
(including any reforecasts) for the current fiscal year, all in reasonable
detail and signed by the principal financial or accounting officer of the
Company.

                  (d) As soon as reasonably practicable and in accordance with
Company's past practice (but in no extent later than the first day of such
fiscal year), a copy of an annual budget with line items compared to the
previous year's budget and an annual strategic plan for such fiscal year.

                  8.3 Confidentiality. Each Stockholder agrees that it will
hold, and will use all commercially reasonable efforts to cause its officers,
directors, members, managers, partners, employees, accountants, counsel,
consultants, advisors, financial sources, financial institutions, and agents
(the "Representatives") to hold, in confidence all confidential information and
documents regarding the Company and its Subsidiaries pursuant to or received by
such Stockholder or its Representatives in connection with this Agreement or any
transaction contemplated hereby (except as required by applicable law,
regulation or legal process, including any rule or regulation of a
self-regulatory organization to which such Stockholder or its Representatives
are subject); provided, that each Stockholder shall be entitled to disclose such
confidential information and documents to its investors who are subject to
confidentiality obligations owed to such Stockholders.

                                      -20-

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

                  9.1 Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Stockholders unless such modification,
amendment or waiver is approved in writing by the Company and (i) holders of a
majority of the Shares held by THL, (ii) holders of a majority of the Shares
held by TPG, and (iii) the Parent; provided, however, that no such waiver,
modification or amendment which adversely affects either Evercore or BACI
disproportionately to any other Sponsor shall be permitted without the written
consent of Evercore or BACI, as applicable. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.

                  9.2 Termination of Agreement. This Agreement will terminate in
respect of all Stockholders (a) with the written consent of the Company and (i)
holders of a majority of the Shares held by THL, (ii) holders of a majority of
the Shares held by TPG, and (iii) the Parent; (b) upon the dissolution,
liquidation or winding-up of the Company; (c) upon the consummation of a Sale of
the Company; or (d) upon a Public Offering; provided, that the Company's
obligations pursuant to Sections 8.1(b) and (c) shall survive termination of
this Agreement with respect to each Sponsor until the later of (i) a Public
Offering, or (ii) until such Sponsor holds less than 20% of its initial equity
investment in the Company.

                  9.3 Termination as to a Party. Any Person who ceases to hold
any Shares shall cease to be a Stockholder and shall have no further rights or
obligations under this Agreement.

                                   ARTICLE X
                                  MISCELLANEOUS

                  10.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the meanings set forth or as referenced below:

                  "Affiliate" of any particular Person means any other Person
Controlling, Controlled by or under common Control with such particular Person
or, in the case of a natural Person, any other member of such Person's Family
Group.

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

                  "Appraisal Price" means the "fair market value" of each Share
determined in accordance with this definition by one or more of the following
independent investment banking firms (the "Firms") acting as an appraiser (an
"Appraiser"): Bank of America Securities, LLC, Bear, Stearns & Co. Inc.,
Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank AG,
Goldman Sachs Group, Inc., J.P. Morgan Securities Inc. and Morgan Stanley,
provided that if all such Firms have been exhausted by either having already
rendered a valuation or the Sponsor Group or Parent has approached such Firms to
engage them and such Firms have declined such engagement, then the parties will
cooperate and use their reasonable

                                      -21-

best efforts to mutually agree upon another independent, nationally recognized
investment banking firm. Each party who selects an Appraiser must make such
selection within fifteen (15) days of the event triggering the Appraisal. Each
party selecting an Appraiser hereunder shall direct the Appraiser to deliver its
valuation within thirty (30) days of being retained, and such party shall
cooperate with the Appraiser and use its reasonable best efforts to cause such
valuation to be delivered within such time frame. The expenses of any Appraiser
engaged in connection with the Appraisal Process shall be divided evenly among
the parties. The Appraisal Price shall be determined as follows:

                  (a)      Each Appraiser retained hereunder shall determine the
                           fair market per share value of the Sponsor Shares
                           assuming the sale of the entire equity interest of
                           the Company to an independent willing buyer in an
                           arms'-length transaction under then current
                           prevailing market conditions for the sale of all of
                           the stock of comparable business enterprises intended
                           for continued use as part of a going concern. Each
                           Appraiser shall assume that in any such transaction
                           each shareholder of the Company would receive the
                           same per share consideration, and the Appraiser shall
                           not apply any discount for minority interest or
                           illiquidity of the Sponsor Shares, nor any control
                           premium.

                  (b)      The initial Appraiser shall be selected by the
                           Sponsor Group (the "Sponsor Appraiser"). If the
                           Parent does not accept the per share valuation
                           arrived at by the Sponsor Appraiser, then the Parent
                           shall promptly notify each Sponsor thereof and Parent
                           shall retain one of the Firms as a second Appraiser
                           (the "Parent Appraiser").

                  (c)      If a valuation is delivered by the Parent Appraiser
                           in accordance with paragraph (b), and the Parent
                           Appraiser and the Sponsor Appraiser arrive at per
                           share valuations (the "Initial Valuations") within
                           ten percent (10%) of each other, the mathematical
                           mean of the Initial Valuations shall be deemed to be
                           the Appraisal Price. If such Appraisers shall arrive
                           at Initial Valuations that are not within ten percent
                           (10%) of each other but are within twenty percent
                           (20%) of each other, then the Parent Appraiser and
                           the Sponsor Appraiser, as soon as reasonably
                           practicable, shall jointly retain a Firm to act as a
                           third Appraiser (the "Third Appraiser") on reasonable
                           terms agreed to by the Sponsor Group and Parent in
                           good faith. In the event the valuation of the Third
                           Appraiser is greater than the higher of the Initial
                           Valuations, then the Appraisal Price shall be the
                           higher of the Initial Valuations. In the event the
                           valuation of the Third Appraiser is less than the
                           lower of the Initial Valuations, the Appraisal Price
                           shall be the lower of the Initial Valuations. If the
                           valuation of the Third Appraiser is not greater than
                           the higher of the Initial Valuations or lower than
                           the lower of the Initial Valuations, the Appraisal
                           Price shall be the mathematical mean of (i) the per
                           share valuation arrived at by the Third Appraiser,
                           and (ii) the Initial Valuation that is closest to
                           that of the per share valuation arrived at by the
                           Third Appraiser.

                                      -22-

                  (d)      If the Initial Valuations are not within twenty
                           percent (20%) of each other, then neither valuation
                           shall be used and the Sponsor Group will retain a new
                           Firm to act as Sponsor Appraiser (the "Second Sponsor
                           Appraiser") and Parent shall retain a new Firm to act
                           as Parent Appraiser (the "Second Parent Appraiser").
                           If the per share valuations arrived at by the Second
                           Sponsor Appraiser and Second Parent Appraiser (the
                           "Second Valuations") are within twenty percent (20%)
                           of each other, then the Appraisal Price shall be
                           determined as set forth in paragraph (c) above. If
                           the Second Valuations are not within twenty percent
                           (20%) of each other, then the Second Valuations shall
                           not be used and the Second Parent Appraiser and the
                           Second Sponsor Appraiser, as soon as reasonably
                           practicable, shall jointly select a Firm to act as a
                           final Appraiser (the "Final Appraiser") on reasonable
                           terms agreed to by the Sponsor Group and Parent in
                           good faith. So long as the valuation of the Final
                           Appraiser is not higher than the higher of the Second
                           Valuations or lower than the lower of the Second
                           Valuations, the valuation arrived at by the Final
                           Appraiser shall be deemed to be the Appraisal Price.
                           In the event the valuation of the Final Appraiser is
                           greater than the higher of the Second Valuations,
                           then the Appraisal Price shall be the higher of the
                           Second Valuations. In the event the valuation of the
                           Final Appraiser is less than the lower of the Second
                           Valuations, the Appraisal Price shall be the lower of
                           the Second Valuations.

                  "Appraisal Process" shall mean the process described in the
definition of Appraisal Price in order to arrive at the Appraisal Price.

                  "Closing Date" has the meaning ascribed thereto in the Stock
Purchase Agreement between the Company, Parent and the Purchasers named therein.

                  "Common Stock" means, collectively the common stock, par value
$.0001 per share of the Company and any other class or series of authorized
capital stock of the Company which is not limited to a fixed sum or percentage
of par or stated value in respect to the rights of the holders thereof to
participate in dividends or in the distribution of assets upon any liquidation,
dissolution or winding up of the successor to the Company.

                  "Common Stock Equivalents" means (without duplication with any
Common Stock or other Common Stock Equivalents) rights, warrants, options,
convertible Shares, or exchangeable Shares or indebtedness, or other rights,
exercisable for or convertible or exchangeable into, directly or indirectly,
Common Stock or securities exercisable for or convertible or exchangeable into
Common Stock, as the case may be, whether at the time of issuance or upon the
passage of time or the occurrence of some future event.

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

                  "Control" (including, with correlative meaning, all
conjugations thereof) means with respect to any Person, the ability of another
Person to control or direct the actions or policies of such first Person,
whether by ownership of voting Shares, by contract or otherwise.

                                      -23-

                  "Exempted Arrangements" means the arrangements provided in (i)
the Management Agreement by and between the Company and THL Advisors V, LLC of
even date herewith, (ii) the Management Agreement by and between the Company and
TPG GenPar IV, L.P. of even date herewith, (iii) the Management Agreement by and
between the Company and Evercore Advisors L.L.C. of even date herewith, (iv) the
intercompany agreements listed on Schedule 1 hereto, and (v) any contracts or
transactions involving the Parent or one of its Subsidiaries (other than the
Company or its Subsidiaries) on the one hand, and the Company or one of its
Subsidiaries on the other hand, involving payments of less than $500,000
annually in the aggregate by either party and which do not restrict the ability
of the Company and its Subsidiaries to engage in any activities.

                  "Exempt Transfer" means a Transfer of Shares (a) pursuant to
Section 3.2 hereof, (b) pursuant to Sections 4.1, 4.2, 5.1 or 6.1 hereof, (c)
upon the death of the holder pursuant to the applicable laws of descent and
distribution, (d) solely to or among such Person's Family Group, or (e)
incidental to the exercise, conversion or exchange of such Shares in accordance
with their terms, any combination of shares (including any reverse stock split)
or any recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company. Solely with respect to Sponsor Shares, an
Exempt Transfer shall also include a Transfer of Sponsor Shares (a) to and among
the Affiliates of the Sponsors, partners of the Sponsors and the partners
(including, without limitation, any limited partner of such Sponsor),
stockholders, employees and Affiliates of such partners or Affiliates, and (b)
pursuant to a pledge of such Sponsor Shares to an unaffiliated financial
institution.

                  "Family Group" means, with respect to any individual, such
individual's spouse and descendants (whether natural or adopted) and any trust,
partnership, limited liability company or similar vehicle established and
maintained solely for the benefit of (or the sole members or partners of which
are) such individual, such individual's spouse and/or such individual's
descendants.

                  "Financing" has the meaning ascribed thereto in the Stock
Purchase Agreement between the Company, Parent and the Purchasers named therein.

                  "Major Sponsors" has the meaning given such term in Section
2.2(a).

                  "Management Holder" has the meaning given such term in the
preamble.

                  "Material Subsidiary" means a direct or indirect Subsidiary of
the Company which represents 10% or more of the assets or revenues of the
Company and its Subsidiaries, taken together as a whole.

                   "Other Holder" has the meaning given such term in Section
3.2(a).

                   "Person" means an individual, a partnership, a joint venture,
a corporation, an association, a joint stock company, a limited liability
company, a trust, an unincorporated organization or a government or any
department or agency or political subdivision thereof.

                                      -24-

                  "Pro Rata Amount" means, with respect to any Stockholder, the
quotient obtained by dividing (i) the sum of the aggregate number of shares of
Common Stock held by such Stockholder by (ii) the aggregate number of issued and
outstanding shares of Common Stock held by all Stockholders.

                  "Public Offering" means an offering and sale to the public of
any shares or equity securities of the Company pursuant to a registration
statement in the United States.

                  "Qualified Public Offering" means a Public Offering whereby
the offered shares trade on a national securities exchange or NASDAQ, and in
which, at the election of the Company, either one of the following criteria is
fulfilled: (A) (i) the price per share paid by the public in such offering is at
least $15.00 and less than $17.50, and (ii) the gross proceeds to the Company
would at least equal an amount obtained by multiplying the per share price in
(A)(i) above by that number of shares (the "1.5 Cap") equal to 15% of the
outstanding shares of the Company after giving effect to the offering, or (B)
(i) the price per share paid by the public in such offering is at least $17.50,
and (ii) the gross proceeds to the Company would at least equal an amount
obtained by multiplying the per share price in (B)(i) above by that number of
shares (the "1.75 Cap") equal to 12.5% of the outstanding shares of the Company
after giving effect to the offering. Any per share price contained in this
definition shall be subject to adjustment for stock splits, combinations and
similar events.

                  "quorum" means, with respect to any meeting of directors of
the Board of the Company, a group of directors present at any meeting that
includes a number of directors designated by Parent that constitutes a majority
of directors present at any such meeting.

                   "Sale of the Company" means the consummation of a
transaction, whether in a single transaction or in a series of related
transactions that are consummated contemporaneously (or consummated pursuant to
contemporaneous agreements), with any other Person or group of Persons on an
arm's-length basis other than an Affiliate of any Sponsor, pursuant to which
such party or parties (a) acquire (whether by merger, stock purchase,
recapitalization, reorganization, redemption, issuance of capital stock or
otherwise) more than 50% of the voting stock of the Company or (b) acquire
assets constituting all or substantially all of the assets of the Company and
its Subsidiaries on a consolidated basis; provided, however, that in no event
shall a Sale of the Company be deemed to include any transaction effected for
the purpose of (i) changing, directly or indirectly, the form of organization or
the organizational structure of the Company or any of its Subsidiaries or (ii)
contributing stock to entities controlled by the Company.

                  "Sale Notice" has the meaning given such term in Section
3.2(a).

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933 and the
rules and regulation promulgated thereunder, all as the same have been or may be
amended from time to time.

                  "Selling Holder" has the meaning given such term in Section
3.2(a).

                                      -25-

                  "Shares" means, collectively, the shares of Common Stock or
other equity securities of the Company held by the Stockholders.

                  "SIP" has the meaning given such term in the preamble.

                  "Sponsor Group" has the meaning given such term in Section
4.1(a).

                  "Sponsors" has the meaning given such term in the preamble.

                  "Sponsor Shares" means Shares held by the Sponsors.

                  "Stockholder(s)" has the meaning given such term in the
preamble.

                  "Subsidiary" means any corporation with respect to which
another specified corporation has the power to vote or direct the voting of
sufficient shares to elect directors having a majority of the voting power of
the board of directors of such corporation.

                  "Tag-Along Notice" has the meaning given such term in Section
3.2(a).

                  "Transfer" means (in either the noun or the verb form,
including with respect to the verb form, all conjugations thereof within their
correlative meanings) with respect to any security, the gift, sale, assignment,
transfer, pledge, hypothecation or other disposition (whether for or without
consideration, whether directly or indirectly, and whether voluntary,
involuntary or by operation of law) of such security or any interest therein.

                  "Transferee" means any Person to whom a Stockholder may
Transfer Shares.

                  10.2 Legends.

                  (a) Each certificate or instrument evidencing Shares and each
certificate or instrument issued in exchange for or upon the Transfer of any
such Shares (if such Shares remain subject to this Agreement after such
Transfer) shall be stamped or otherwise imprinted with a legend (as
appropriately completed under the circumstances) in substantially the following
form:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE CONSTITUTE SHARES
                  UNDER A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF MARCH [9],
                  2005 AMONG THE ISSUER OF SUCH SHARES (THE "COMPANY") AND
                  CERTAIN OF THE COMPANY'S STOCKHOLDERS AND, AS SUCH, ARE
                  SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND
                  RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS
                  AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE
                  FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
                  UPON WRITTEN REQUEST."

                                      -26-

                  (b) Each instrument or certificate evidencing Shares and each
instrument or certificate issued in exchange or upon the Transfer of any Shares
shall be stamped or otherwise imprinted with a legend substantially in the
following form:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
                  OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE
                  SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
                  AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN
                  OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
                  SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT
                  SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE
                  SECURITIES ACT)."

                  (c) Whenever in the opinion of the Company and counsel
reasonably satisfactory to the Company (which opinion shall be delivered to the
Company in writing) the restrictions described in any legend set forth above
cease to be applicable to any Shares, the holder thereof shall be entitled to
receive from the Company, without expense to the holder, a new instrument or
certificate not bearing a legend stating such restriction.

                  10.3 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

                  10.4 Entire Agreement. Except as otherwise expressly set forth
herein, this document embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.

                  10.5 Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and the Stockholders and any
subsequent holders of Shares and the respective successors and assigns of each
of them, so long as they hold Shares.

                  10.6 Counterparts. This Agreement may be executed in separate
counterparts (including by means of telecopied signature pages) each of which
shall be an original and all of which taken together shall constitute one and
the same agreement.

                                      -27-

                  10.7 Remedies. The Company and the Stockholders shall be
entitled to enforce their rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement (including
costs of enforcement) and to exercise all other rights existing in their favor.
The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the
Company or any Stockholder may in its or his sole discretion apply to any court
of law or equity of competent jurisdiction for specific performance or
injunctive relief (without posting a bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

                  10.8 Notices. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or mailed first class
mail (postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the Company's records, or at such address
or to the attention of such other person as the recipient party has specified by
prior written notice to the sending party. Notices will be deemed to have been
given hereunder when sent by facsimile (receipt confirmed) delivered personally,
5 days after deposit in the U.S. mail and one day after deposit with a reputable
overnight courier service. Notices to the Company will be sent to:

                  Fidelity National Information Services, Inc.
                  601 Riverside Avenue
                  Jacksonville, FL 32204
                  Attention:  Gregory S. Lane, Senior Vice President -
                  Mergers and Acquisitions Counsel
                  Facsimile:  (904) 357-1026

                  with copies to:

                  Thomas H. Lee Partners, L.P.
                  100 Federal Street
                  Boston, MA 02110
                  Attention:  Thomas M. Hagerty and Seth Lawry
                  Facsimile:  (617) 227-5514

                  Texas Pacific Group
                  345 California Street, Suite 3300
                  San Francisco, CA 94104
                  Attention:  Jonathan Coslet and Marshall Haines
                  Facsimile:  (415) 743-1501

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

                                      -28-

                  Notices to any Stockholder will be sent to the address set
forth opposite such Stockholder's name on Exhibit A attached hereto, with a copy
to:

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

                  and, if such Stockholder is a TPG Holder, with a copy to:

                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, NY  10006
                  Attention:  David Leinwand
                  Facsimile:  (212) 225-2838

                  and, if to Evercore, with a copy to:

                  Simpson Thacher & Bartlett LLP
                  425 Lexington Avenue
                  New York, NY 10017
                  Attention: Alan Schwartz
                  Facsimile: (212) 455-2502

                  and, if to BACI, with a copy to:

                  Kennedy Covington Lobdell & Hickman, L.L.P.
                  Hearst Tower
                  214 North Tryon Street, 47th Floor
                  Charlotte, NC 28202
                  Attention:  T. Richard Giovannelli
                  Facsimile:      (704) 353-3184

                  10.9 Governing Law. The Delaware General Corporation Laws
shall govern all questions arising under this Agreement concerning the relative
rights of the Company and its stockholders. All other questions concerning the
construction, validity and interpretation of this Agreement shall be governed by
and construed in accordance with the domestic laws of the State of Delaware
applicable to contracts made and to be performed in the State of Delaware. The
parties hereto hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any State or Federal court sitting in New York, NY over any
suit, action or proceeding arising out of or relating to this Agreement. The
parties hereby agree that service of any process, summons, notice or document by
U.S. registered mail addressed to any such party shall be effective service of
process for any action, suit or proceeding brought against a party in any such
court. The parties hereto hereby irrevocably and unconditionally waive any
objection to the laying of venue

                                      -29-

of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. The parties hereto agree that a final judgment
in any such suit, action or proceeding brought in any such court shall be
conclusive and binding upon any party and may be enforced in any other courts to
whose jurisdiction any party is or may be subject, by suit upon such judgment.

                  10.10 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

                  10.11 Tax-Free Reorganization Parent may propose and the
Sponsor Group shall consider, at its sole and absolute discretion, transactions
by and between the Company and Parent that would allow Parent to consummate a
tax free spin off of its shares in the Company on such terms as may be mutually
agreeable to the Sponsor Group and FNF.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                            [SIGNATURE PAGES FOLLOW]

                                      -30-

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT

                  IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders Agreement on the day and year first above written.

                                  FIDELITY NATIONAL FINANCIAL, INC.


                                  By:  ________________________________________
                                       Name:
                                       Title:


                                  FIDELITY NATIONAL INFORMATION SERVICES, INC.


                                  By:  ________________________________________
                                       Name:
                                       Title:


                                  THOMAS H. LEE EQUITY FUND V, L.P.

                                  By:  THL Equity Advisors V, LLC, its general
                                       partners

                                  By:  Thomas H. Lee Partners, L.P., its sole
                                       member

                                  By:  Thomas H. Lee Advisors LLC, its general
                                       partner


                                  By:  ________________________________________
                                       Name:
                                       Title:  Managing Director

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT

                                  THOMAS H. LEE PARALLEL FUND V, L.P.

                                  By:  THL Equity Advisors V, LLC, its general
                                       partner

                                  By:  Thomas H. Lee Partners, L.P., its sole
                                       member

                                  By:  Thomas H. Lee Advisors LLC, its general
                                       partner


                                  By:  ________________________________________
                                       Name:
                                       Title:  Managing Director


                                  THOMAS H. LEE CAYMAN FUND V, L.P.

                                  By:  THL Equity Advisors V, LLC, its general
                                       partner

                                  By:  Thomas H. Lee Partners, L.P., its sole
                                       member

                                  By:  Thomas H. Lee Advisors LLC, its general
                                       partner


                                  By:  ________________________________________
                                       Name:
                                       Title:  Managing Director


                                  THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

                                  By:  THL Investment Management Corp., its
                                       general partner

                                  By:  ________________________________________
                                       Name: Thomas H. Lee
                                       Title: Chief Executive Officer

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT


                                PUTNAM INVESTMENTS EMPLOYEES'
                                SECURITIES COMPANY I LLC

                                By:  Putnam Investments Holdings, LLC, its
                                     managing member

                                By:  Putnam Investment, LLC, its managing member


                                By:  ___________________________________________
                                     Name:
                                     Title:


                                PUTNAM INVESTMENTS EMPLOYEES'
                                SECURITIES COMPANY II LLC

                                By:  Putnam Investment Holdings, LLC, its
                                     managing member

                                By:  Putnam Investments, LLC, its managing
                                     member


                                By:  ___________________________________________
                                     Name:
                                     Title:


                                PUTNAM INVESTMENT HOLDINGS, LLC

                                By:  Putnam Investments, LLC, its managing
                                     member


                                By:  ___________________________________________
                                     Name:
                                     Title:

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT

                              TPG PARTNERS IV, L.P.

                              By:  TPG GenPar IV, L.P., its general partner
                              By:  TPG Advisors IV, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:


                              TPG PARTNERS III, L.P.

                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:


                              TPG PARALLEL III, L.P.

                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:


                              TPG INVESTORS III, L.P.

                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT

                              FOF PARTNERS III, L.P.

                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:


                              FOF PARTNERS III-B, L.P.

                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:


                              TPG DUTCH PARALLEL III, C.V.

                              By:  TPG GenPar Dutch, L.L.C., its general partner
                              By:  TPG GenPar III, L.P., its general partner
                              By:  TPG Advisors III, Inc., its general partner

                              By:  _____________________________________________
                                   Name:
                                   Title:

                        COUNTERPART SIGNATURE PAGE TO THE
                             STOCKHOLDERS AGREEMENT

                              EVERCORE METC CAPITAL PARTNERS II L.P.

                              By: Evercore Partners II L.L.C., its General
                                  Partner

                              By: ___________________________________
                                  Name:
                                  Title:

                             BANC OF AMERICA CAPITAL INVESTORS, L.P.

                             By:   Banc of America Capital Management, L.P.,
                                   its General Partner

                             By:   BACM I GP, LLC,
                                   its General Partner

                             By: ___________________________________
                                 Name:
                                 Title:

                                    EXHIBIT A

                  Thomas H. Lee Partners, L.P.
                  100 Federal Street
                  Boston, MA 02110
                  Attention:  Thomas M. Hagerty and Seth Lawry
                  Facsimile:  (617) 227-5514

                  Texas Pacific Group
                  345 California Street, Suite 3300
                  San Francisco, CA 94104
                  Attention:  Jonathan Coslet and Marshall Haines
                  Facsimile:  (415) 743-1501

                  Evercore Partners
                  55 East 52nd Street, 43rd Floor
                  New York, NY 10055
                  Attn:  Neeraj Mital
                  Telephone:  (212) 857-3197
                  Facsimile:  (212) 857-3152

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue
                  Jacksonville, FL 32204
                  Attention:  Gregory S. Lane, Senior Vice President - Mergers
                              & Acquisitions Counsel
                  Facsimile:  (904) 357-1026

                  Banc of America Capital Investors, L.P.
                  Bank of America Corporate Center
                  100 North Tryon Street, 25th Floor
                  NC1-007-25-02
                  Charlotte, NC 28255
                  Attention:  Robert L. Edwards, Jr.
                  Facsimile:  (704) 386-6432

                                   SCHEDULE 1

                              CAPITAL EXPENDITURES



                    FY 2005         FY 2006       FY 2007
                    -------         -------       -------
                                            
                    171,290         152,413       137,901

EX-99.3

                                                                    EXHIBIT 99.3

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of March 9, 2005 by and among (i) Fidelity National Information Services, Inc.,
a Delaware corporation (the "Company"), and the Securityholders (as herein
defined). Certain capitalized terms used herein are defined in Section 1.1.

      The parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1 Definitions.

      "Affiliate" of any particular Person means any other Person Controlling,
Controlled by or under common Control with such particular Person or, in the
case of a natural Person, any other member of such Person's Family Group.

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

      "BACI Holder" means Banc of America Capital Investors, L.P.

      "Board" or "Board of Directors" means the Board of Directors of the
Company.

      "Closing Date" has the meaning given such term in the Stock Purchase
Agreement.

      "Common Stock" means the Company's common stock.

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

      "Company Qualified Public Offering" has the meaning set forth in Section
2.1(b).

      "Control" (including, with correlative meaning, all conjugations thereof)
means with respect to any Person, the ability of another Person to control or
direct the actions or policies of such first Person, whether by ownership of
voting stock, by contract or otherwise.

      "Demand Registration" has the meaning given to such term in Section
2.1(a).

      "Employee" means each of the other Securityholders that are then employees
of the Company.

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

      "Evercore Holder" means Evercore METC Capital Partners II L.P.



      "Family Group" means, with respect to any individual, such individual's
spouse and descendants (whether natural or adopted) and any trust, partnership,
limited liability company or similar vehicle established and maintained solely
for the benefit of (or the sole members or partners of which are) such
individual, such individual's spouse and/or such individual's descendants.

      "FNF" means Fidelity National Financial, Inc.

      "Incidental Registration" has the meaning given such term in Section
2.2(a).

      "Indemnified Party" has the meaning given such term in Section 2.7(a).

      "Losses" has the meaning given such term in Section 2.7(a).

      "NASD" has the meaning given such term in Section 2.5(k).

      "NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.

      "Person" means an individual, a partnership, a joint venture, a
corporation, an association, a joint stock company, a limited liability company,
a trust, an unincorporated organization or a government or any department or
agency or political subdivision thereof.

      "Proceeding" has the meaning given such term in Section 2.7(c).

      "Public Offering" means an offering and sale to the public of any equity
securities of the Company or any of its subsidiaries pursuant to an effective
registration statement filed with the SEC pursuant to the Securities Act, as
then in effect, provided that a Public Offering shall not include an offering
made in connection with a business acquisition or combination or an employee
benefit plan.

      "Qualified Public Offering" means a Public Offering whereby the offered
shares trade on a national securities exchange or NASDAQ, and in which, at the
election of the Company, either one of the following criteria is fulfilled: (A)
(i) the price per share paid by the public in such offering is at least $15.00
and less than $17.50, and (ii) the gross proceeds to the Company would at least
equal an amount obtained by multiplying the per share price in (A)(i) above by
that number of shares (the "1.5 Cap") equal to 15% of the outstanding shares of
the Company after giving effect to the offering, or (B) (i) the price per share
paid by the public in such offering is at least $17.50, and (ii) the gross
proceeds to the Company would at least equal an amount obtained by multiplying
the per share price in (B)(i) above by that number of shares (the "1.75 Cap")
equal to 12.5% of the outstanding shares of the Company after giving effect to
the offering. Any per share price contained in this definition shall be subject
to adjustment for stock splits, combinations and similar events.


                                       2


      "Registrable Shares" means (i) Common Stock, issued or issuable (upon
conversion of warrants, or otherwise) to any Securityholder, excluding such
shares that (a) have been sold pursuant to a Registration Statement, or (b) are
eligible to be sold or distributed in the United States pursuant to Rule 144
(including, without limitation, Rule 144(k)) in a single transaction by any
Securityholder, and (ii) Common Stock to be registered and sold pursuant to
Section 2.1(b).

      "Registration Expenses" means all amounts payable by the Company pursuant
to Section 2.5.

      "Registration Notice" has the meaning given such term in Section 2.1(c).

      "Registration Request" has the meaning given such term in Section 2.1(a).

      "Registration Statement" means any registration statement of the Company
under which any of the Registrable Shares are included therein pursuant to the
provisions of this Agreement, including the prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

      "Requesting Holders" has the meaning given such term in Section 2.1(a).

      "Rule 144" means Rule 144 adopted under the Securities Act (or any
successor rule or regulation).

      "SEC" means the Securities and Exchange Commission.

      "Securityholder(s)" means (i) the stockholders listed on Annex A hereto
and their respective successors, assignees and transferees who execute a
counterpart to this Agreement, and (ii) those Persons who acquire Registrable
Shares in the future and become a party hereto.

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

      "Selling Securityholder" means a Securityholder selling its shares
pursuant to the terms of this Agreement.

      "Shelf Registration" has the meaning given such term in Section 2.1(a).

      "Sponsor Group" has the meaning given such term in Section 2.1(b)

      "Sponsors" means collectively, the THL Holders, the TPG Holders, the
Evercore Holder and the BACI Holder.

      "Stockholders Agreement" means that certain Stockholders' Agreement dated
as of the date hereof among the Company and the other parties thereto.


                                       3


      "Stock Purchase Agreement" means that certain Stock Purchase Agreement
dated as of December 23, 2004, as amended, among the Company and the other
parties thereto.

      "Subsidiary" means any corporation with respect to which another specified
corporation has the power to vote or direct the voting of sufficient securities
to elect directors having a majority of the voting power of the board of
directors of such corporation.

      "THL Holders" means collectively, Thomas H. Lee Equity Fund V, L.P., a
Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee
Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, Putnam
Investment Holdings, LLC, Putnam Investments Employees' Securities Company I
LLC, and Putnam Investments Employees' Securities Company II, LLC.

      "TPG Holders" means collectively, TPG Partners III, L.P., TPG Parallel
III, L.P., TPG Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B,
L.P., TPG Dutch Parallel III, C.V., and TPG Partners IV, L.P.

      "Transfer" means (in either the noun or the verb form, including with
respect to the verb form, all conjugations thereof within their correlative
meanings) with respect to any security, the gift, sale, assignment, transfer,
pledge, hypothecation or other disposition (whether for or without
consideration, whether directly or indirectly, and whether voluntary,
involuntary or by operation of law) of such security or any interest therein.

                                    ARTICLE 2
                               REGISTRATION RIGHTS

      2.1 Demand Registrations.

            (a) Requests for Registration of Registrable Shares Owned by the
Sponsors. Subject to the provisions of this Article 2, each of (i) FNF and (ii)
subject to the provisions of 2.1(f), each of (A) the THL Holders and (B) the TPG
Holders shall have the right to request registration under the Securities Act
(the "Demand Right") of all or any portion of the Registrable Shares held by
such Securityholders by delivering a written notice to the principal business
office of the Company, which notice identifies the Person(s) requesting
registration (the "Requesting Holders") and specifies the number of Registrable
Shares to be included in such registration (the "Registration Request");
provided, unless FNF and the Sponsor Group otherwise consent, if the Company has
not already consummated a Public Offering, the initial Demand Right must be for
a Qualified Public Offering. Any such requested registration shall hereinafter
be referred to as a "Demand Registration." With respect to any Demand
Registration, the Requesting Holders may request the Company to effect a
registration of the Registrable Shares under a registration statement pursuant
to Rule 415 under the Securities Act (a "Shelf Registration").


                                       4


            (b) Request for Registration of Registrable Shares by the Company
for its own Account. Subject to the provisions of this Article 2, each of (i)
FNF, and (ii) the holders of at least 75% of the Registrable Shares then owned
by the THL Holders and the TPG Holders (such holders, the "Sponsor Group") shall
have the right to request the issuance and registration by the Company under the
Securities Act in an initial Qualified Public Offering of newly issued shares of
Common Stock (a "Company Qualified Public Offering"), by delivering a
Registration Request; provided, however, that in no event will a Company
Qualified Public Offering require the Company to issue a number of shares in
excess of the 1.5 Cap or the 1.75 Cap as applicable.

            (c) Effecting the Registration. Subject to the restrictions set
forth in Section 2.1(f), the Company will give prompt written notice of any such
Registration Request (the "Registration Notice") to all other holders of
Registrable Shares and will thereupon use its reasonable best efforts to effect
the registration under the Securities Act on any form available to the Company
of:

            (i)   in the case of a Company Qualified Public Offering, the
                  Registrable Shares required to be registered by the Company;

            (ii)  the Registrable Shares requested to be registered by the
                  Requesting Holders; and

            (iii) all other Registrable Shares of the same type and class which
                  the Company has received a written request to register
                  pursuant to Section 2.2(a) within 10 days after notice is
                  given by the Company pursuant to Section 2.2(a) and any
                  securities of the Company proposed to be included in such
                  registration by the Company for its own account (provided such
                  securities shall be of the same class required to be
                  registered under Section 2.1(a)).

            (d) Preservation of Demand Registration. A registration undertaken
by the Company at the request of the Requesting Holder under Section 2.1(a) will
not count as a Demand Registration:

            (i)   if, pursuant to the Demand Right, the Requesting Holders are
                  unable to register and sell at least 50% of the Registrable
                  Shares requested to be included in such registration by them,
                  unless such failure results from any act of, or failure to act
                  by, any of the Requesting Holders;

            (ii)  if the Requesting Holders withdraw their Registration Request
                  prior to the time the Registration Statement therefor is
                  declared effective and promptly reimburse the Company for all
                  Registration Expenses incurred by the Company in connection
                  with effecting such registration, such Registration Request
                  shall not count as a Demand Registration so long as this
                  provision has not been


                                       5


                  previously utilized by the Sponsor Group within the
                  immediately preceding 18 months; or

            (iii) if the Requesting Holders withdraw a Registration Request upon
                  the determination of the board of directors of the Company to
                  postpone the filing or effectiveness of a Registration
                  Statement pursuant to Section 2.1(f).

            (e) Priority on Demand Registration. If the sole or managing
underwriter of a Demand Registration advises the Company in writing that in its
reasonable opinion the number of Registrable Shares and other securities
requested to be included exceeds the number of Registrable Shares and other
securities which can be sold in such offering without adversely affecting the
distribution of the securities being offered, the price that will be paid in
such offering or the marketability thereof, the Company will include in such
registration the Registrable Shares in the following priority:

            (i)   first, in the event of a Company Qualified Public Offering,
                  the greatest number of securities of the Company proposed to
                  be included in such registration by the Company for its own
                  account, which in the opinion of such underwriters can be so
                  sold; and

            (ii)  second, after all securities that the Company proposes to
                  register for its own account have been included in the case of
                  a Company Qualified Public Offering, the greatest amount of
                  Registrable Shares requested to be registered by the holders
                  thereof which in the opinion of such underwriters can be sold
                  in such offering without adversely affecting the distribution
                  of the securities being offered, the price that will be paid
                  in such offering or the marketability thereof, ratably among
                  the holders of Registrable Shares (whether requested to be
                  registered pursuant to Section 2.1 or 2.2) based on the
                  respective amounts of Registrable Shares requested to be
                  included by each such holder.

            (f) Restrictions on Demand Registrations. Except as otherwise
provided in this Section 2.1(f), following the Company's initial Public
Offering, the Company shall not be obligated to effect (i) more than two (2)
Demand Registrations pursuant to a Demand Right exercised by the THL Holders
under Section 2.1(a), and (ii) more than two (2) Demand Registrations pursuant
to a Demand Right exercised by the TPG Holders under Section 2.1(a). No
Securityholder may exercise a Demand Right under this Section 2.1 unless the
reasonably anticipated gross proceeds of the resulting offering would exceed
$75,000,000. Any Demand Registration requested must be for a firmly underwritten
public offering of Registrable Shares to be managed by an underwriter or
underwriters of recognized national standing selected by the Company and
reasonably acceptable to the Requesting Holders. The Company may defer the
filing (but not the preparation thereof) of a Registration Statement to effect a
Demand Registration


                                       6


if, after a request is made, the Board of Directors of the Company has
determined in good faith, after consultation with independent outside counsel,
that the filing of a Registration Statement would require disclosure in the
Registration Statement of material, non-public information in order to make the
statements in the Registration Statement not misleading which the Company has a
bona fide business purpose for preserving as confidential, and disclosure of
which would have an adverse effect on the Company or its business. The Company
may defer the registration under this paragraph (f) pursuant to the preceding
sentence until the earlier of (A) the date upon which such material information
is disclosed to the public or disclosure of which would no longer be material or
materially detrimental or (B) 90 days after the Company first makes such good
faith determination; provided, however, that the Company shall not utilize this
right to defer more than once in any twelve-month period.

            (g) Stock Splits. In connection with any Demand Registration
pursuant to this Section 2.1, each party to this Agreement will vote, or cause
to be voted, all securities of the Company over which it has the power to vote
or direct the voting to effect any stock split which, in the opinion of the sole
or managing underwriter, is necessary to facilitate the effectiveness of such
Demand Registration.

            (h) Other Registration Rights. Except as provided in this Agreement,
the Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company or any incidental or "piggy-back"
rights that are superior or pari pasu with respect to any equity security of the
Company, or any securities convertible or exchangeable into or exercisable for
such securities, without the prior written consent of the Sponsor Group.

            2.2 Incidental Registration.

            (a) Requests for Incidental Registration. At any time the Company
proposes to register for a Public Offering any Common Stock under the Securities
Act, including registrations pursuant to Section 2.1(a) and 2.1(b), whether or
not for sale for its own account, the Company will give written notice to each
holder of Registrable Shares at least 20 days prior to the initial filing of
such Registration Statement with the SEC of its intent to file such Registration
Statement (or, if earlier, within 5 business days of receipt of a Registration
Notice) and of such holder's rights under this Section 2.2. Upon the written
request of any holder of Registrable Shares made within 10 days after any such
notice is given by the Company (which request shall specify the Registrable
Shares intended to be disposed of by such holder), the Company will effect the
registration (an "Incidental Registration") under the Securities Act of all
Registrable Shares which the Company has been so requested to register by the
holders thereof; provided, however, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the Registration Statement filed in connection with such Incidental
Registration (each an "Incidental Registration Statement"), (i) the Company
shall determine not to register such securities for its own account (provided
such Company-initiated registration is not pursuant to Section 2.1(b) hereof) or
to defer the registration of such securities in accordance with Section 2.1(f),
or


                                       7


(ii) the Securityholder exercising a Demand Right shall determine for any reason
not to register or to delay registration of such securities, the Company or such
Securityholder, as the case may be, at its election, may give written notice of
such determination to each holder of Registrable Shares and, thereupon, (a) in
the case of a determination not to register, the Company shall be relieved of
its obligation to register any Registrable Shares under this Section 2.2 or
under Section 2.1 in connection with such particular registration (but not from
its obligation to pay the expenses incurred in connection therewith) and (b) in
the case of a determination to delay registration, the Company shall be
permitted to delay registering any Registrable Shares under this Section 2.2 or
under Section 2.1 during the period that the registration of such other
securities is delayed.

            (b) Priority on Incidental Registration. If the sole or managing
underwriter of a registration advises the Company in writing that in its opinion
the number of Registrable Shares and other securities requested to be included
exceeds the number of Registrable Shares and other securities which can be sold
in such offering without adversely affecting the distribution of the securities
being offered, the price that will be paid in such offering or the marketability
thereof, the Company will include in such registration the Registrable Shares
and other securities of the Company in the following order of priority:

            (i)   first, in the event of a Company-initiated registration, the
                  greatest number of securities of the Company proposed to be
                  included in such registration by the Company for its own
                  account, which in the opinion of such underwriters can be so
                  sold; and

            (ii)  second, after all securities that the Company proposes to
                  register for its own account have been included in the event
                  of a Company-initiated registration, the greatest amount of
                  Registrable Shares requested to be registered by the holders
                  thereof which in the opinion of such underwriters can be sold
                  in such offering without adversely affecting the distribution
                  of the securities being offered, the price that will be paid
                  in such offering or the marketability thereof, ratably among
                  the holders of Registrable Shares (whether requested to be
                  registered pursuant to Section 2.1 or 2.2) based on the
                  respective amounts of Registrable Shares requested to be
                  included by each such holder.

            2.3 Registration on Form S-3

            (a) Request for Registration. After twelve (12) months following the
initial Public Offering of the Company's securities pursuant to an effective
registration statement filed by the Company under the Securities Act, if FNF or
any of the Sponsors request that the Company file a registration statement on
Form S-3 (or any successor form to Form S-3), or any similar short-form
registration statement, for a Public Offering of Registrable Shares, the
reasonably anticipated gross proceeds from the sale of such Registrable Shares
would exceed $25,000,000, and the Company is a registrant entitled to


                                       8


use Form S-3 to register the Registrable Shares for such an offering, the
Company shall (i) within ten (10) days of the receipt by the Company of such
notice, give written notice of such proposed registration to all other
Securityholders and (ii) as soon as practicable, shall use its commercially
reasonable efforts to cause such Registrable Shares to be registered on such
form for the offering and to cause such Registrable Shares to be qualified in
such jurisdictions as the Securityholders may reasonably request together with
all or such portion of the Registrable Shares of any Securityholders joining in
such request as are specified in a written request received by the Company
within twenty (20) days after receipt of such written notice from the Company.
After the Company's first Public Offering, the Company will use its best efforts
to qualify for and remain eligible to use Form S-3 registration or a similar
short-form registration. For the avoidance of doubt, a registration under this
Section 2.3(a) shall not be considered to be a Demand Registration for any
purpose.

            (b) Deferral of Filing. The Company may defer the filing (but not
the preparation thereof) of a Registration Statement required by Section 2.3 if,
after a request is made, the Board of Directors of the Company has determined in
good faith after consultation with independent outside counsel, that the filing
of a Registration Statement would require disclosure in the Registration
Statement of material, non-public information in order to make the statements in
the Registration Statement not misleading which the Company has a bona fide
business purpose for preserving as confidential, and disclosure of which would
have an adverse effect on the Company or its business. The Company may defer the
registration under this paragraph (b) pursuant to the preceding sentence until
the earlier of (A) the date upon which such material information is disclosed to
the public or disclosure would no longer be material or materially detrimental
or (B) 90 days after the Company first makes such good faith determination;
provided, however, that the Company shall not utilize this right to defer more
than once in any twelve-month period.

            2.4 Holdback Agreements. Each Securityholder agrees that if
requested in connection with any Public Offering made pursuant to this Agreement
for which a Securityholder has registration rights pursuant to this Article 2 by
the managing underwriter or underwriters of such underwritten offering, such
Securityholder will enter into an agreement with the underwriters on customary
terms regarding restrictions on the ability of the Securityholders, without the
prior written consent of the managing underwriter, to sell their Registrable
Shares during the period commencing on the date of the final prospectus to such
Public Offering and ending on the date specified by the Company and the managing
underwriter; provided, that (i) the date so specified will be no later than (A)
180 days after the date of such final prospectus in the case of an initial
Public Offering, and (B) 90 days after the date of such final prospectus for any
subsequent Public Offering, and will be the same for all Securityholders that
enter into such agreements, and (ii) all executive officers, beneficial owners
of more than 5% of the Company's capital stock and directors enter into such
agreements. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to


                                       9


the Registrable Shares of each Securityholder (and the shares or securities of
every other person listed in clause (ii) above) until the end of such period.

            2.5 Registration Procedures. In connection with the registration of
any Registrable Shares, the Company shall effect such registrations to permit
the sale of such Registrable Shares in accordance with the intended method or
methods of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:

            (a) Prepare and file with the SEC a Registration Statement or
Registration Statements on a form available for the sale of the Registrable
Shares by the holders thereof in accordance with the intended method of
distribution thereof, and cause each such Registration Statement to become
effective;

            (b) (i) Except in the case of a Shelf Registration, prepare and file
with the SEC such amendments and post-effective amendments to each Registration
Statement as may be reasonably requested by any Sponsor (if such Sponsor is
registering securities pursuant to such Registration Statement) or necessary to
keep such Registration Statement continuously effective for a period ending on
the earlier of (A) 90 days from the effective date and (B) such time as all of
such securities have been disposed of in accordance with the intended method of
disposition thereof; cause the related prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and
comply with the provisions of the Securities Act, the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to it with respect
to the disposition of all securities covered by such Registration Statement as
so amended or in such prospectus as so supplemented; and (ii) in the case of a
Shelf Registration, prepare and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statements in compliance
with the Securities Act with respect to the disposition of all Registrable
Shares subject thereto for a period ending on the earlier of the date on which
all the Registrable Shares subject thereto have been sold pursuant to such
Registration Statement or two (2) years after effectiveness of the S-3.

            (c) Notify the Selling Securityholders of Registrable Shares
promptly (but in any event within 2 business days), and confirm such notice in
writing, (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
written comments by the SEC in respect of the Registration Statement or any
request by the SEC or any other federal or state governmental authority for
amendments or supplements to such Registration Statement or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation or threat of
any proceedings for such purpose, (iv) if at any time when a prospectus is
required by the Securities Act to be delivered in connection with sales of
Registrable Shares the Company becomes aware


                                       10


that the representations and warranties of the Company contained in any
agreement (including any underwriting agreement) contemplated by Section 2.5(i)
below cease to be true and correct in all material respects, (v) of the receipt
by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any
of the Registrable Shares for offer or sale in any jurisdiction, (vi) if the
Company becomes aware of the happening of any event that makes any statement of
a material fact made in such Registration Statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
or that requires the making of any changes in such Registration Statement,
prospectus or documents so that, in the case of such Registration Statement, it
will not 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, and that in the case of the prospectus, it will not
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,
in light of the circumstances under which they were made, not misleading, or
(vii) if for any other reason it shall be necessary to amend or supplement such
Registration Statement in order to comply with the Securities Act.

            (d) Use every reasonable effort to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Shares for sale in
any jurisdiction, and, if any such order is issued, to obtain the withdrawal of
any such order at the earliest possible moment.

            (e) Promptly incorporate in a prospectus supplement or
post-effective amendment to the applicable Registration Statement such
information as the managing underwriter or underwriters, if any, or the holders
of a majority of the Registrable Shares of the class being sold agree should be
included therein relating to the plan of distribution with respect to such
Registrable Shares; and make all required filings of such prospectus supplement
or post-effective amendment as soon as reasonably practicable after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment;

            (f) Deliver to each Selling Securityholder of Registrable Shares and
the underwriters, if any, without charge, as many copies of the prospectus or
prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request; and the Company
hereby consents to the use of such prospectus and each amendment or supplement
thereto by each of the Selling Securityholders of Registrable Shares and the
underwriters or agents, if any, in connection with the offering and sale of the
Registrable Shares covered by such prospectus and any amendment or supplement
thereto.

            (g) Prior to any public offering of Registrable Shares, to use its
best efforts to register or qualify, and cooperate with the Selling
Securityholders of Registrable Shares, the underwriters, if any, the sales
agents and their respective counsel


                                       11


in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Shares for offer and sale
under the securities or "blue sky" laws of such jurisdictions within the United
States as any Selling Securityholder or the managing underwriters reasonably
request in writing; provided, however, that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject.

            (h) Upon the occurrence of any event contemplated by Section
2.5(c)(vi) above, as promptly as practicable prepare a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Shares being sold thereunder,
such prospectus 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.

            (i) Enter into an underwriting agreement in form, scope and
substance as is customary in underwritten offerings and take all such other
actions as are reasonably requested by the managing or sole underwriter in order
to expedite or facilitate the registration or the disposition of such
Registrable Shares, including obtaining for delivery to the Company and the
underwriter or underwriters, if any, with copies to the holders of Registrable
Shares included in such registration, a cold comfort letter from the Company's
independent certified public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the managing
underwriter or underwriters reasonably request, dated the date of execution of
the underwriting agreement and brought down to the closing under the
underwriting agreement.

            (j) Comply with all applicable rules and regulations of the SEC and
make generally available to its Securityholders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Shares are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effectiveness of a Registration
Statement, which statements shall cover said 12-month periods.

            (k) (i) Use its reasonable best efforts to cause all such
Registrable Shares covered by such registration statement to be listed on the
principal securities exchange on which Common Stock is then listed (if any), if
the listing of such Registrable Shares is then permitted under the rules of such
exchange, or (ii) if no Common Stock is then so listed, use its commercially
reasonable efforts to, either (as the


                                       12


Company may elect) (x) cause all such Registrable Shares to be listed on a
national securities exchange or (y) secure designation of all such Registrable
Shares as a NASDAQ "national market system security" within the meaning of Rule
11Aa2-1 or, failing that, to secure NASDAQ authorization for such shares and,
without limiting the generality of the foregoing, to arrange for at least two
market makers to register as such with respect to such shares with the National
Association of Securities Dealers, Inc. ("NASD").

            (l) Make available upon reasonable notice at reasonable times and
for reasonable periods for inspection by a representative appointed by the
holders of a majority of the Registrable Shares of each class covered by the
applicable Registration Statement, by any managing underwriter or underwriters
participating in any disposition to be effected pursuant to such Registration
Statement and by any attorney, accountant or other agent retained by such
sellers or any such managing underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees and the independent
public accountants who have certified its financial statements to make
themselves available to discuss the business of the Company and to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement as shall be
necessary to enable them to exercise their due diligence responsibility (subject
to the entry by each party referred to in this clause (l) into customary
confidentiality agreements in a form reasonably acceptable to the Company).

            (m) In the case of an underwritten offering, cause the senior
executive officers of the Company to participate in the customary "road show"
presentations that may be reasonably requested by the managing underwriter in
any such underwritten offering and otherwise to facilitate, cooperate with, and
participate in each proposed offering contemplated herein and customary selling
efforts related thereto; provided however this right may not be exercised
pursuant to a registration in which the Company is not selling securities more
than once in any 12 month period without the consent of such senior executive
officers.

                  The Company may require each holder of Registrable Shares as
to which any registration is being effected to furnish to the Company such
information regarding such holder and the distribution of such Registrable
Shares as the Company may, from time to time, reasonably request in writing;
provided that, such information shall be used only in connection with such
registration. The Company may exclude from such registration the Registrable
Shares of any holder who unreasonably fails to furnish such information promptly
after receiving such request. Each holder agrees that, upon receipt of written
notice from the Company of the happening of any event of the kind described in
Section 2.5(c)(ii), 2.5(c)(iv) or 2.5 (c)(v), such holder will forthwith
discontinue disposition of such Registrable Shares covered by such Registration
Statement or prospectus until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.5, or until it is
advised in writing by the


                                       13


Company that the use of the applicable prospectus may be resumed, and has
received copies of any amendments or supplements thereto.

                  In the case of a Shelf Registration, each holder of
Registrable Shares, upon receipt of written notice (a "Suspension Notice") from
the Company of the happening of any event of the kind described in Section
2.5(c) or any circumstance described in Section 2.1(f) or 2.3(b), shall
forthwith discontinue disposition of the Registrable Shares pursuant to the
Shelf Registration covering such Registrable Shares until (i) with respect to an
event in Section 2.5(c), such holder's receipt of the copies of the writing (the
"Advice") by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the prospectus, and (ii) with respect to a circumstance
described in Section 2.1(f) or 2.3(b), 90 days after receipt of the Suspension
Notice. The Company shall not give a Suspension Notice until after the Shelf
Registration has been declared effective and shall not give more than one
Suspension Notice during any period of twelve consecutive months and in no event
shall the period from the date on which any holder receives a Suspension Notice
to the date on which any holder receives either the Advice or copies of the
supplemented or amended prospectus contemplated by Section 2.5(c) (the
"Suspension Period") exceed 90 days. In the event that the Company shall give
any Suspension Notice, the Company shall use its best efforts and take such
actions as are reasonably necessary to render the Advice and end the Suspension
Period as promptly as practicable.

            2.6 Registration Expenses. Subject to Section 2.1(d)(ii), all of the
following fees and expenses incident to the performance of or compliance with
this Agreement by the Company shall be borne by the Company, whether or not any
Registration Statement is filed or becomes effective, (i) all registration and
filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering
and (B) fees and expenses of compliance with state securities or "blue sky"
laws), (ii) reasonable messenger, telephone and delivery expenses, (iii) fees
and disbursements of counsel for the Company, (iv) fees and disbursements of all
independent certified public accountants referred to in Section 2.5(i), (v)
underwriters' fees and expenses (excluding discounts, commissions, or fees of
underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Registrable Shares), (vi)
Securities Act liability insurance, if the Company so desires such insurance,
(vii) internal expenses of the Company, (viii) the expense of any annual audit,
(ix) the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, (x) the fees and
expenses of any Person, including special experts, retained by the Company, and
(xi) shall reimburse the holders of the Registrable Shares being registered in
such registration for the reasonable fees and disbursements of not more than one
counsel (together with appropriate local counsel) chosen by the holders of a
majority in interest of the Registrable Shares to be included in such
registration and reasonably acceptable to the Company.


                                       14


            2.7 Indemnification; Contribution.

            (a) Indemnification by the Company. The Company shall, without
limitation as to time, indemnify and hold harmless, to the fullest extent
permitted by law, each holder of Registrable Shares, the officers, directors,
agents, partners and employees of each of them, each Person who controls each
such holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act), the officers, directors, agents, partners and employees
of each such controlling person and any financial or investment adviser (each,
an "Indemnified Party"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, actions or proceedings (whether
commenced or threatened), reasonable costs (including, without limitation,
reasonable costs of preparation and reasonable attorneys' fees) and reasonable
expenses (including reasonable expenses of investigation) (collectively,
"Losses"), as incurred, arising out of or based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
prospectus or form of prospectus or in any amendment or supplements thereto or
in any preliminary prospectus, or arising out of or based upon any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except to the extent that the
same arise out of or are based upon information furnished in writing to the
Company by such Indemnified Party or the related holder of Registrable Shares
expressly for use therein or (ii) any violation by the Company of any federal,
state or common law rule or regulation applicable to the Company and relating to
action required of or inaction by the Company in connection with any such
registration; provided, however, that the Company shall not be liable to any
Person who participates as an underwriter in the offering or sale of Registrable
Shares or any other Person, if any, who controls such underwriters within the
meaning of the Securities Act to the extent that any such Losses arise out of or
are based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus if (i) such Person failed to
send or deliver a copy of the prospectus with or prior to the delivery of
written confirmation of the sale by such Person to the Person asserting the
claim from which such Losses arise, (ii) the prospectus would have corrected
such untrue statement or alleged untrue statement or such omission or alleged
omission, and (iii) the Company has complied with its obligations under Section
2.5(c). Each indemnity and reimbursement of costs and expenses shall remain in
full force and effect regardless of any investigation made by or on behalf of
such indemnified party.

            (b) Indemnification by Holders. In connection with any Registration
Statement in which a holder of Registrable Shares is participating, such holder,
or an authorized officer of such holder, shall furnish to the Company in writing
such information as the Company reasonably requests for use in connection with
any Registration Statement or prospectus and agrees, severally and not jointly,
to indemnify, to the full extent permitted by law, the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling persons,
from and against all Losses arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
prospectus, or form of prospectus, or arising out of or based upon


                                       15


any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement is
contained in, or such omission or alleged omission is required to be contained
in, any information so furnished in writing by such holder to the Company
expressly for use in such Registration Statement or prospectus and that such
statement or omission was relied upon by the Company in preparation of such
Registration Statement, prospectus or form of prospectus; provided, however,
that such holder of Registrable Shares shall not be liable in any such case to
the extent that the holder has furnished in writing to the Company within a
reasonable period of time prior to the filing of any such Registration Statement
or prospectus or amendment or supplement thereto information expressly for use
in such Registration Statement or prospectus or any amendment or supplement
thereto which corrected or made not misleading, information previously furnished
to the Company, and the Company failed to include such information therein. In
no event shall the liability of any Selling Securityholder of Registrable Shares
hereunder be greater in amount than the dollar amount of the proceeds (net of
payment of all expenses) received by such holder upon the sale of the
Registrable Shares giving rise to such indemnification obligation. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified party.

            (c) Conduct of Indemnification Proceedings. If any Person shall be
entitled to indemnity hereunder (an "indemnified party"), such indemnified party
shall give prompt notice to the party or parties from which such indemnity is
sought (the "indemnifying parties") of the commencement of any action, suit,
proceeding or investigation or written threat thereof (a "Proceeding") with
respect to which such indemnified party seeks indemnification or contribution
pursuant hereto; provided, however, that the failure to so notify the
indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability except to the extent that the indemnifying parties have
been prejudiced by such failure. The indemnifying parties shall have the right,
exercisable by giving written notice to an indemnified party promptly after the
receipt of written notice from such indemnified party of such Proceeding, to
assume, at the indemnifying parties' expense, the defense of any such
Proceeding, with counsel reasonably satisfactory to such indemnified party;
provided, however, that an indemnified party or parties (if more than one such
indemnified party is named in any Proceeding) shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless: (i) the indemnifying parties agree to
pay such fees and expenses; (ii) the indemnifying parties fail promptly to
assume the defense of such Proceeding or fail to employ counsel reasonably
satisfactory to such indemnified party or parties; or (iii) the named parties to
any such Proceeding (including any impleaded parties) include both such
indemnified party or parties and the indemnifying parties or an affiliate of the
indemnifying parties or such indemnified parties, and there may be one or more
defenses available to such indemnified party or parties that are different from
or additional to those available to the indemnifying parties, in which case, if
such indemnified party or parties notifies the indemnifying parties in


                                       16


writing that it elects to employ separate counsel at the expense of the
indemnifying parties, the indemnifying parties shall not have the right to
assume the defense thereof and such counsel shall be at the expense of the
indemnifying parties, it being understood, however, that, unless there exists a
conflict among indemnified parties, the indemnifying parties shall not, in
connection with any one such Proceeding or separate but substantially similar or
related Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such indemnified party or parties. Whether or not such defense is
assumed by the indemnifying parties, such indemnifying parties or indemnified
party or parties will not be subject to any liability for any settlement made
without its or their consent (but such consent will not be unreasonably
withheld). The indemnifying parties shall not consent to entry of any judgment
or enter into any settlement which (i) provides for other than monetary damages
without the consent of the indemnified party or parties (which consent shall not
be unreasonably withheld or delayed) or (ii) does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party or parties of a release, in form and substance satisfactory to
such indemnified party or parties, from all liability in respect of such
Proceeding for which such indemnified party would be entitled to indemnification
hereunder.

            (d) Contribution. If the indemnification provided for in this
Section 2.7 is unavailable to an indemnified party or is insufficient to hold
such indemnified party harmless for any Losses in respect of which this Section
2.7 would otherwise apply by its terms, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall have an obligation to
contribute to the amount paid or payable by such indemnified party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and such indemnified party, on
the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party, on the one hand, and indemnified
party, on the other hand, shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with any Proceeding, to the extent such
party would have been indemnified for such expenses if the indemnification
provided for in Section 2.7(a) or 2.7(b) was available to such party. The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 2.7(d) were determined by pro-rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in this Section 2.7(d). Notwithstanding the
provisions of this Section 2.7(d), an indemnifying party that is a Selling
Securityholder of Registrable Shares shall not be required to contribute any


                                       17


amount in excess of the amount by which the net proceeds received by such
indemnifying party in the offering to which such claims relates exceeds the
amount of any damages that such indemnifying party has otherwise been required
to pay by reasons of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

            2.8 Rule 144. At all times after the Company effects its first
Public Offering, the Company shall file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder, and will take such further action as any holder of
Registrable Shares may reasonably request, all to the extent required from time
to time to enable such holder to sell Registrable Shares without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 or 144A or Regulation S under the Securities Act. Upon the request of
any holder of Registrable Shares, the Company shall deliver to such holder a
written statement as to whether it has complied with such requirements.

            2.9 Underwritten Registrations.

            (a) No holder of Registrable Shares may participate in any
underwritten registration hereunder unless such holder (A) agrees to sell such
holder's Registrable Shares on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (B) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

            (b) In the case of an underwritten offering requested by holders
pursuant to Section 2.1 or 2.3, the price, underwriting discount and other
financial terms for each class of Registrable Shares of the related underwriting
agreement shall be determined by the Securityholders initially exercising such
Demand Rights or rights under Section 2.3 and be acceptable to the Company (such
consent not to be unreasonably withheld or delayed). In the case of any
underwritten offering pursuant to a Company initiated offering, such price,
discount and other terms shall be determined by the Company, subject to the
right of the holders requesting to participate pursuant to Section 2.2(a) to
withdraw their request to participate in the registration after being advised of
such price, discount and other terms.

            2.10 No Inconsistent Agreements. The Company has not and will not,
enter into any agreement with respect to the Company's securities that is
inconsistent with the rights granted to the holders of Registrable Shares in
this Article 2 or otherwise conflicts with the provisions hereof.


                                       18


                                    ARTICLE 3
                                   TERMINATION

      3.1 Termination. The provisions of this Agreement shall terminate when
there shall no longer be any Registrable Shares outstanding.

                                    ARTICLE 4
                                  MISCELLANEOUS

      4.1 Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows (or at such other
address as may be substituted by notice given as herein provided):

      If to the Company:

            Fidelity National Information Services, Inc.
            601 Riverside Avenue
            Jacksonville, FL 32204
            Attention: Gregory S. Lane, Senior Vice President - Mergers &
                         Acquisitions Counsel
            Facsimile: (904)357-1026

      If to FNF:

            Fidelity National Financial, Inc.
            601 Riverside Avenue
            Jacksonville, FL 32204
            Attention: Gregory S. Lane, Senior Vice President - Mergers &
                         Acquisitions Counsel
            Facsimile: (904) 357-1026

      If to a Sponsor:

            Thomas H. Lee Partners, L.P.
            100 Federal Street
            Boston, MA  02110
            Attention: Thomas Hagerty and Seth Lawry
            Telephone: (617) 227-1050
            Facsimile: (617) 227-3514

            Texas Pacific Group
            301 Commerce Street
            Suite 3300
            Fort Worth, TX 76102
            Attention: David Spuria, Esq.
            Telephone: (817) 871-4000
            Facsimile: (817) 871-4088


                                       19


            Evercore Partners
            55 East 52nd Street, 43rd Floor
            New York, NY 10055
            Attn:  Neeraj Mital
            Telephone: (212) 857-3197
            Facsimile: (212) 857-3152

            Banc of America Capital Investors, L.P.
            Bank of America Corporate Center
            100 North Tryon Street, 25th Floor

            NC1-007-25-02
            Charlotte, NC 28255
            Attention: Robert L. Edwards, Jr.
            Facsimile: (704) 386-6432

            with copies to:

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

            Cleary Gottlieb Steen & Hamilton LLP
            One Liberty Plaza
            New York, NY 10006
            Attention: David Leinwand, Esq.
            Facsimile: (212) 225-3999

            Simpson Thacher & Bartlett LLP
            425 Lexington Avenue
            New York, NY 10017
            Attention: Alan Schwartz
            Facsimile: (212) 455-2502

            Kennedy Covington Lobdell & Hickman, L.L.P.
            Hearst Tower
            214 North Tryon Street, 47th Floor
            Charlotte, NC 28202
            Attention: T. Richard Giovannelli
            Facsimile: (704) 353-3184

      If to any other Securityholder, at its address listed on Annex A hereof.


                                       20


            Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when receipt
is acknowledged, if sent via facsimile; one business day following the day sent
by overnight courier (with written confirmation of receipt); and three (3)
calendar days after mailing if sent by registered or certified mail (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

      4.2 Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties agrees
that all actions, suits or proceedings arising out of or based upon this
Agreement or the subject matter hereof shall be brought and maintained
exclusively in the federal and state courts of the State of New York. Each of
the parties hereto by execution hereof (i) hereby irrevocably submits to the
jurisdiction of the federal and state courts in the State of New York for the
purpose of any action, suit or proceeding arising out of or based upon this
Agreement or the subject matter hereof and (ii) hereby waives to the extent not
prohibited by applicable law, and agrees not to assert, by way of motion, as a
defense or otherwise, in any such action, suit or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that it
is immune from extraterritorial injunctive relief or other injunctive relief,
that its property is exempt or immune from attachment or execution, that any
such action, suit or proceeding may not be brought or maintained in one of the
above-named courts, that any such action, suit or proceeding brought or
maintained in one of the above-named courts should be dismissed on grounds of
forum non conveniens, should be transferred to any court other than one of the
above-named courts, should be stayed by virtue of the pendency of any other
action, suit or proceeding in any court other than one of the above-named
courts, or that this Agreement or the subject matter hereof may not be enforced
in or by any of the above-named courts. Each of the parties hereto hereby
consents to service of process in any such suit, action or proceeding in any
manner permitted by the laws of the State of New York, agrees that service of
process by registered or certified mail, return receipt requested, at the
address specified in or pursuant to Section 4.1 is reasonably calculated to give
actual notice and waives and agrees not to assert by way of motion, as a defense
or otherwise, in any such action, suit or proceeding any claim that service of
process made in accordance with Sections 4.1 and 4.2 does not constitute good
and sufficient service of process. The provisions of this Section 4.2 shall not
restrict the ability of any party to enforce in any court any judgment obtained
in a federal or state court of the State of New York.

      4.3 Successors and Assigns. Each Securityholder may assign its rights
hereunder to any purchaser or transferee of Registrable Shares; provided,
however, that such purchaser or transferee shall, as a condition to the
effectiveness of such assignment,


                                       21


be required to execute a counterpart to this Agreement, whereupon such purchaser
or transferee shall have the benefits of, and shall be subject to the
restrictions contained in this Agreement as if such purchaser or transferee was
originally included in the definition of Securityholder herein and had
originally been a party hereto.

      4.4 Duplicate Originals. All parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together shall
represent the same agreement.

      4.5 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and the
remaining provisions shall not in any way be affected or impaired thereby.

      4.6 No Waivers; Amendments.

      (a) No failure or delay on the part of the Company or any Securityholder
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Securityholder at law or in equity or otherwise.

      (b) Any provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by (i) the Company,
(ii) FNF, and (iii) the Sponsor Group; provided, however, that no such amendment
or waiver which adversely affects either Evercore or BACI disproportionately to
any other Sponsor shall be permitted without the written consent of Evercore or
BACI, as applicable.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       22



      IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights' Agreement on the day and year first above written.

                                   COMPANY:

                                   Fidelity National Information Services, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   SECURITYHOLDERS:

                                   Fidelity National Financial, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   THOMAS H. LEE EQUITY FUND V, L.P.

                                   By: THL Equity Advisors V, LLC, its general
                                        partners
                                   By: Thomas H. Lee Partners, L.P., its sole
                                        member
                                   By: Thomas H. Lee Advisors LLC, its general
                                        partner

                                   By: _________________________________________
                                       Name:
                                       Title: Managing Director

                                   THOMAS H. LEE PARALLEL FUND V, L.P.

                                   By: THL Equity Advisors V, LLC, its general
                                        partner
                                   By: Thomas H. Lee Partners, L.P., its sole
                                        member
                                   By: Thomas H. Lee Advisors LLC, its general
                                        partner

                                   By: _________________________________________
                                       Name:
                                       Title: Managing Director



                                       23



                       COUNTERPART SIGNATURE PAGE TO THE
                         REGISTRATION RIGHTS AGREEMENT


                                   THOMAS H. LEE CAYMAN FUND V, L.P.

                                   By: THL Equity Advisors V, LLC, its general
                                        partner
                                   By: Thomas H. Lee Partners, L.P., its sole
                                        member
                                   By: Thomas H. Lee Advisors LLC, its general
                                        partner

                                   By: _________________________________________
                                       Name:
                                       Title: Managing Director

                                   THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

                                   By: THL Investment Management Corp.,
                                        its general partner

                                   By: _________________________________________
                                       Name:  Thomas H. Lee
                                       Title: Chief Executive Officer



                                       24



                       COUNTERPART SIGNATURE PAGE TO THE
                         REGISTRATION RIGHTS AGREEMENT


                                   PUTNAM INVESTMENTS EMPLOYEES'
                                   SECURITIES COMPANY I LLC

                                   By: Putnam Investment Holdings, LLC,
                                       its managing member

                                   By: Putnam Investments, LLC,
                                       its managing member

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   PUTNAM INVESTMENTS EMPLOYEES'
                                   SECURITIES COMPANY II LLC

                                   By: Putnam Investment Holdings, LLC,
                                       its managing member

                                   By: Putnam Investments, LLC,
                                       its managing member

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   PUTNAM INVESTMENT HOLDINGS, LLC

                                   By: Putnam Investments, LLC,
                                       its managing member

                                   By: _________________________________________
                                       Name:
                                       Title:



                                       25



                       COUNTERPART SIGNATURE PAGE TO THE
                         REGISTRATION RIGHTS AGREEMENT


                                   TPG PARTNERS III, L.P.

                                   By: TPG GenPar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   TPG PARALLEL III, L.P.

                                   By: TPG GenPar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   TPG INVESTORS III, L.P.

                                   By: TPG GenPar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   FOF PARTNERS III, L.P.

                                   By: TPG GenPar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:



                                       26



                       COUNTERPART SIGNATURE PAGE TO THE
                         REGISTRATION RIGHTS AGREEMENT


                                   FOF PARTNERS III-B, L.P.

                                   By: TPG GenPar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   TPG DUTCH PARALLEL III, C.V.

                                   By: TPG GenPar Dutch, L.L.C.
                                   By: TPG Genpar III, L.P.
                                   By: TPG Advisors III, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   TPG PARTNERS IV, L.P.

                                   By: TPG GenPar IV, L.P.
                                   By: TPG Advisors IV, Inc.

                                   By: _________________________________________
                                       Name:
                                       Title:


                                       27



                       COUNTERPART SIGNATURE PAGE TO THE
                         REGISTRATION RIGHTS AGREEMENT


                                   EVERCORE METC CAPITAL PARTNERS II L.P.

                                   By: Evercore Partners II L.L.C.,
                                       its General Partner

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   BANC OF AMERICA CAPITAL INVESTORS, L.P.

                                   By: Banc of America Capital Management, L.P.,
                                       its General Partner

                                   By: BACM I GP, LLC,
                                       its General Partner

                                   By: _________________________________________
                                       Name:
                                       Title:



                                       28



                                     Annex I

Securityholders:

THL HOLDERS:

                  Thomas H. Lee Partners, L.P.
                  100 Federal Street
                  Boston, MA 02110
                  Attention:  Thomas M. Hagerty and Seth Lawry
                  Facsimile:  (617) 227-5514

TPG HOLDERS:

                  Texas Pacific Group
                  345 California Street, Suite 3300
                  San Francisco, CA 94104
                  Attention:  Jonathan Coslet and Marshall Haines
                  Facsimile:  (415) 743-1501


EVERCORE:

                  Evercore Partners
                  55 East 52nd Street, 43rd Floor
                  New York, NY 10055
                  Attn:  Neeraj Mital
                  Telephone:  (212) 857-3197
                  Facsimile:  (212) 857-3152
FNF:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue
                  Jacksonville, FL 32204
                  Attention:  Gregory S. Lane, Senior Vice President -
                                Mergers and Acquisitions Counsel
                  Facsimile:  (904) 357-1026

BACI:

                  Banc of America Capital Investors, L.P.
                  Bank of America Corporate Center
                  100 North Tryon Street, 25th Floor
                  NC1-007-25-02
                  Charlotte, NC 28255
                  Attention:  Robert L. Edwards, Jr.
                  Facsimile:  (704) 386-6432