<PAGE>   1

                                                                   EXHIBIT 10.70


                        FIDELITY NATIONAL FINANCIAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                  AS AMENDED AND RESTATED AS OF APRIL 24, 2001

     Fidelity National Financial, Inc. (the "Company") originally adopted the
1987 Employee Stock Purchase Plan (the "Plan") in 1987. The Plan was amended on
February 28, 1994 and is hereby amended and restated in its entirety to be
effective on the Effective Date.

                                    ARTICLE I
                               PURPOSE OF THE PLAN

     1.1 PURPOSE. The Company has determined that it is in its best interests to
provide an incentive to attract and retain employees and to increase employee
morale by providing a program through which employees may acquire a proprietary
interest in the Company through the purchase of shares of the common stock of
the Company ("Company Stock") and its subsidiary corporations. The Plan is
hereby amended and restated by the Company to permit employees to subscribe for
and purchase directly from the Company shares of the Company Stock, and to pay
the purchase price in installments by payroll deductions. Participation in the
Plan is entirely voluntary and the Company makes no recommendations to its
employees as to whether they should participate in the Plan. The Plan is not
intended to be an employee benefit plan under the Employee Retirement Income
Security Act of 1974, and therefore is not required to comply with that Act.

                                   ARTICLE II
                                   DEFINITIONS

     2.1 BASE EARNINGS. "Base Earnings" means the amount of a Participant's
regular salary before deductions required by law and deductions authorized by
the Participant, including any elective deferrals with respect to a plan of the
Company qualified under either Section 125 or Section 401(a) of the Internal
Revenue Code of 1986, issued to an employee by the Company and any amounts
deferred by the Participant to a nonqualified deferred compensation plan
sponsored by the Company. In the case of Participants primarily compensated on a
commission basis, "Base Earnings" may include commission earnings not to exceed
$7,500 per month. "Base Earnings" shall not include wages paid for overtime,
extended workweek schedules or any other form of extra compensation. "Base
Earnings" shall not include payments made by the Company based upon salary for
Social Security (FUTA), workmen's compensation, unemployment compensation,
disability payments or any other payment mandated by state or federal statute or
Company contributions made by the Company for insurance, annuity or any other
employee benefit plan.

     2.2 BOARD. "Board" means the Board of Directors for the Company.

<PAGE>   2

     2.3 BROKER. "Broker" means the financial institution designated by the
Company to act as Broker for the Plan under Article VIII below.

     2.4 BROKERAGE ACCOUNT. "Brokerage Account" means the bookkeeping entry
maintained by the Company for the purpose of accounting for the benefits accrued
by a Participant under the Plan.

     2.5 COMMITTEE. "Committee" means the Committee described in Article VIII.

     2.6 COMPANY. "Company" means Fidelity National Financial, Inc., a Delaware
corporation and any affiliated Company who adopts this Plan with the approval of
the Board of Directors of the Company.

     2.7 COMPANY STOCK. "Company Stock" means the common stock of the Company.

     2.8 EMPLOYEE. "Employee" means each person currently employed by the
Company or any of its operating subsidiaries who average at least twenty hours
per week and have been employed continuously during the last ninety days, any
portion of whose income is subject to withholding of income tax or for whom
Social Security retirement contributions are made by the Company and any person
qualifying as a common law employee of the Company. Persons determined by the
Board to be non-employees and Employees on leave of absence are not eligible to
become Participants in the Plan.

     2.9 EFFECTIVE DATE. "Effective Date" means January 1, 2000.

     2.10 PARTICIPANT. "Participant" means an Employee who has satisfied the
eligibility requirements of Section 3.1 and has become a participant in the Plan
in accordance with Section 3.2.

     2.11 PAYROLL PERIOD. "Payroll Period" means the approximately two week pay
periods coinciding with the Company's payroll practices, as revised from time to
time.

     2.12 PLAN YEAR. "Plan Year" means the twelve consecutive month period
ending on December 31.

     2.13 QUARTER. "Quarter" means the three consecutive calendar month periods
commencing January 1 through March 31, April 1 through June 30, July 1 through
September 30 and October 1 through December 31 each Plan Year.

     2.14 QUARTER END. "Quarter End" means the last day of each calendar quarter
(March 31, June 30, September 30 or December 31).


                                       2
<PAGE>   3

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

     3.1 ELIGIBILITY. Each Employee of the Company who is a Participant on the
Effective Date shall continue as a Participant in the Plan. All other Employees
of the Company may become a Participant in the Plan on the first day of the next
Payroll Period (to the extent practical under the Company's payroll practices)
following the delivery of the an Enrollment Form coincident with or next
following his completion of ninety days of employment with the Company.

     3.2 PARTICIPATION. An Employee who has satisfied the eligibility
requirements of Section 3.1 may become a Participant in the Plan upon his
completion and delivery to the Human Resources Department of the Company of an
enrollment form provided by the Company (the "Enrollment Form") authorizing
payroll deductions. Payroll deductions for a Participant shall commence on the
first day of the next Payroll Period coincident with or next following the
filing of the Participant's Enrollment Form and shall remain in effect until
revoked by the Participant by the filing of a notice of withdrawal from the Plan
under Article VII or by the filing of a new Enrollment Form providing for a
change in the Participant's payroll deduction rate under Section 4.2.

     3.3 SPECIAL RULES. In the event that a person is excluded from
participation in the Plan under Section 2.8 above and a court of competent
jurisdiction determines that that person or persons are eligible to participate
in the Plan, the person or persons shall be treated as an Employee only from the
date of the court's determination and shall not be entitled to retroactive
participation in the Plan.

                                   ARTICLE IV
                               PAYROLL DEDUCTIONS

     4.1 PARTICIPANT ELECTION. Upon the Enrollment Form, each Participant shall
designate the amount of payroll deductions ("Participant Contributions") to be
made from his paycheck to purchase Company Stock under the Plan. The amount of
Participant Contributions shall be designated in whole percentages of Base
Earnings, of at least 5% not to exceed 15% of Base Earnings for any Plan Year.
Commencing April 1, 2000, the amount of Participant Contributions may be at
least 3% not to exceed 15% of Base Earnings for any Plan Year. The amount so
designated upon the Enrollment Form shall be effective as of the next payroll
period and shall continue until terminated or altered in accordance with Section
4.2 below.

     4.2 CHANGES IN ELECTION. A Participant may terminate participation in the
Plan at any time prior to the close of a Payroll Period as provided in Article
VII. A Participant may


                                       3
<PAGE>   4

decrease or increase the rate of Participant Contributions once each calendar
quarter by completing and delivering to the Human Resources Department of the
Company a new Enrollment Form setting forth the desired change. Any change under
this Section shall become effective on the first day of the next Payroll Period
(to the extent practical under the Company's payroll practices) following the
delivery of the new Enrollment Form.

     4.3 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate Brokerage Account for each Participant. The amount of each
Participant's Participant Contributions shall be credited to his Brokerage
Account. No interest will be paid or allowed on amounts credited to a
Participant's Brokerage Account. All Participant Contributions withheld by the
Company under the Plan are general corporate assets of the Company and may be
used by the Company for any corporate purpose. The Company is not obligated to
segregate such Participant Contributions.

                                    ARTICLE V
                              COMPANY CONTRIBUTIONS

     5.1 OFFICERS AND DIRECTORS. For each Officer or director of the Company who
is a Participant in the Plan and remains an Employee of the Company on each day
from each Quarter End until the anniversary of that Quarter End (the "Matching
Date"), the Company shall make a Matching Contribution to the Brokerage Account
of that Participant. The Matching Contribution shall be in an amount equal to
50% of the amount of Participant Contributions set aside into the Participant's
Brokerage Account for the Quarter ending on the applicable Quarter End. The
Matching Contribution shall be made as soon as is practical to the Broker
following the Matching Date. Withholding taxes, if any, shall be made upon such
Matching Contribution based upon the Participant's existing withholding
percentages or as otherwise required by law from the Participant's Base
Earnings. "Officer" means president, secretary, vice president, treasurer or
assistant vice president and shall be determined by the Committee as of any
Quarter End.

     5.2 OTHER PARTICIPANTS. For each Participant who the Committee determines
is not considered an Officer or director of the Company under Section 5.1 above,
who is a Participant in the Plan and remains an Employee of the Company on each
day from each Quarter End until the Matching Date, the Company shall make a
Matching Contribution to the Brokerage Account of that Participant. The Matching
Contribution shall be in an amount equal to one-third of the amount of
Participant Contributions set aside into the Participant's Brokerage Account for
the Quarter ending on the applicable Quarter End. The Matching Contribution
shall be made as soon as is practical to the Broker following the Matching Date.
Withholding taxes, if any, shall be made upon such Matching Contribution based
upon the Participant's existing withholding percentages or as otherwise required
by law from the Participant's Base Earnings.


                                       4
<PAGE>   5

     5.3 TEN YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.2
above, each Employee who is a Participant in the Plan and has completed at least
ten consecutive years of employment with the Company at the time any Matching
Contribution will be made, the Matching Contribution for such Participant under
Section 5.2 above shall be 50% of the amount of the Participant's Contributions
instead of one-third.

                                   ARTICLE VI
                                PURCHASE OF STOCK

     6.1 PURCHASE OF COMPANY STOCK. Absent an election by the Participant to
terminate and have his Brokerage Account returned, as soon as is practical
following the transfer of funds from the Company to the Broker following the
close of each Payroll Period or Quarter End for Matching Contributions, the Plan
shall purchase on behalf of each Participant the maximum number of shares and
partial shares of Company Stock at the purchase price determined under Section
6.4 as can be purchased with the amounts held in each Participant's Brokerage
Account. In the event that there are amounts held in a Participant's Brokerage
Account that are not used to purchase Company Stock, all such amounts shall be
held in the Participant's Brokerage Account and carried forward to the next
Payroll Period.

     6.2 DELIVERY OF COMPANY STOCK.

     (a) Company Stock acquired under the Plan may either be issued directly to
Participants or may be issued to the Broker engaged by the Company to administer
the Plan under Article VIII. If the Company Stock is issued in the name of the
Broker, all Company Stock so issued ("Plan Held Stock") shall be held in the
name of the Broker for the benefit of the Plan. The Broker shall maintain
Brokerage Accounts for the benefit of the Participants that shall reflect each
Participant's interest in the Plan Held Stock. Such accounts shall reflect the
number of whole and partial shares of Company Stock that are being held by the
Broker for the benefit of each Participant.

     (b) Any Participant may elect to have the Company Stock purchased under the
Plan from his Brokerage Account be issued directly to the Participant. Any
election under this paragraph shall be on the forms provided by the Company and
shall be issued in accordance with paragraph (c) below.

     (c) In the event that Company Stock under the Plan is issued directly to a
Participant, the Company will deliver to each Participant a stock certificate or
certificates issued in his name for the number of shares of Company Stock
purchased as soon as practicable after the Company Stock is purchased. Where
Company Stock is issued under this paragraph, only full shares of stock will be
issued to a Participant. The time of issuance and delivery of shares may be
postponed for such period as may be necessary to comply with


                                       5
<PAGE>   6

the registration requirements under the Securities Act of 1933, as amended, the
listing requirements of any securities exchange on which the Company Stock may
then be listed, or the requirements under other laws or regulations applicable
to the issuance or sale of such shares.

     6.4 PURCHASE PRICE. The purchase price for any Offering Period shall be the
Fair Market Value of Company Stock on the Purchase Date.

     6.5 FAIR MARKET VALUE. "Fair Market Value" on any given date means the
value of one share of Company Stock, determined as follows:

     (a) If the Company Stock is then listed or admitted to trading on the
NASDAQ National Market System or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the opening sale price on the date of
valuation on the NASDAQ National Market System or principal stock exchange on
which the Company Stock is then listed or admitted to trading, or, if no opening
sale price is quoted or no sale takes place on such day, then the Fair Market
Value shall be the opening sale price of the Company Stock on the NASDAQ
National Market System or such exchange on the next preceding day on which a
sale occurred.

     (b) If the Company Stock is not then listed or admitted to trading on the
NASDAQ National Market System or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the average of the opening bid and asked
prices of the Company Stock in the over-the-counter market on the date of
valuation.

     (c) If neither (a) nor (b) is applicable as of the date of valuation, then
the Fair Market Value shall be determined by the Administrator in good faith
using any reasonable method of valuation, which determination shall be
conclusive and binding on all interested parties.

     6.6 FEES AND COMMISSIONS. The Company shall pay the Broker's administrative
charges for opening and maintaining the Brokerage Accounts for the Participants
and the brokerage commissions on purchases made for such Brokerage Accounts that
are attributable to the purchase of Company Stock with Participant Contributions
and Matching Contributions under the Plan. Such Brokerage Accounts may be
utilized for other transactions as described in Section 6.7 below, but any fees,
commissions or other charges by the Broker in connection with such transactions
shall, in certain circumstances described in Section 6.7, be payable directly to
the Broker by the Participant.

     6.7 PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage Account
shall be credited with all cash dividends paid with respect to full shares and
fractional shares of Company Stock purchased with Participant Contributions and
Matching Contributions,


                                       6
<PAGE>   7

unless the Company Stock is registered in the Participant's name under Section
6.2 above. Unless directed otherwise, all cash dividends on Company Stock held
in a Participant's Brokerage Account shall automatically be reinvested Company
Stock as soon as is practical following receipt of the dividends by the Broker.
Applicable fees and brokerage commissions on the reinvestment of such dividends
will be payable by the Participant. Any stock dividends or stock splits that are
made with respect to Company Stock purchased with Participant Contributions and
Matching Contributions shall be credited to the Participant's Brokerage Account
without charge to the Participant. Any Participant may request that a
certificate for any or all of the full shares of Company Stock credited to his
Brokerage Account be delivered to him or her at any time, provided that the
Participant shall be charged by the Broker for any fees applicable to such
request. A Participant may request the Broker to sell any or all of the full or
fractional shares of Company Stock allocated to his Brokerage Account. Unless
directed otherwise by the Participant, the Broker shall mail to the Participant
a check for the proceeds, less any applicable fees and brokerage commissions and
any transfer taxes, registration fees or other normal charges associated with
such a sale which shall be paid by the Participant. Except as provided in
Section 7.1 below, any sale of Company Stock held in a Participant's Brokerage
Account shall not affect his status as a Participant in the Plan. A Participant
may purchase or sell additional shares of Company Stock through his Brokerage
Account at any time through separate purchases arranged through the Broker. The
Participant shall pay any and all costs, commissions or fees associated with any
such transactions to the Broker, including, but not limited to, purchases,
sales, reinvestment of dividends, requests for certificates and crediting of
stock dividends or stock splits.

                                   ARTICLE VII
                                   WITHDRAWAL

     7.1 IN SERVICE WITHDRAWALS. At any time prior to the close of a Payroll
Period, any Participant may withdraw the amounts held in his Brokerage Account
by executing and delivering to the Human Resources Department for the Company
written notice of withdrawal on the form provided by the Company. In such a
case, the entire balance of the Participant's Brokerage Account shall be paid to
the Participant, without interest, as soon as is practicable. Upon such
notification, that Participant shall cease to participate in the Plan for the
remainder of the Payroll Period in which the notice is given. Any Employee who
has withdrawn under this Section shall be excluded from participation in the
Plan for the remainder of the Payroll Period, but may then be reinstated as a
Participant for a subsequent Payroll Period by executing and delivering a new
Enrollment Form to the Committee.

     7.2 TERMINATION OF EMPLOYMENT.

     (a) In the event that a Participant's employment with the Company
terminates for any reason, the Participant shall cease to participate in the
Plan on the date of termination.


                                       7
<PAGE>   8

As soon as is practical following the date of termination, the entire balance of
the Participant's Brokerage Account shall be paid to the Participant or his
beneficiary, without interest.

     (b) A Participant may file a written designation of a beneficiary who is to
receive any shares of Company Stock purchased under the Plan or any cash from
the Participant's Brokerage Account in the event of his death subsequent to a
Quarter End, but prior to delivery of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's Brokerage Account under the Plan in the event of
his death prior to a Quarter End under paragraph (a) above.

     (c) Any beneficiary designation under paragraph (b) above may be changed by
the Participant at any time by written notice. In the event of the death of a
Participant, the Committee may rely upon the most recent beneficiary designation
it has on file as being the appropriate beneficiary. In the event of the death
of a Participant and no valid beneficiary designation exists or the beneficiary
has predeceased the Participant, the Committee shall deliver any cash or shares
of Company Stock to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed to the
knowledge of the Committee, the Committee, in its sole discretion, may deliver
such shares of Company Stock or cash to the spouse or any one or more dependents
or relatives of the Participant, or if no spouse, dependent or relative is known
to the Committee, then to such other person as the Committee may designate.

                                  ARTICLE VIII
                               PLAN ADMINISTRATION

     8.1 PLAN ADMINISTRATION.

     (a) Authority to control and manage the operation and administration of the
Plan shall be vested in the Board, or a committee ("Committee") appointed by the
Board. The Board or Committee shall have all powers necessary to supervise the
administration of the Plan and control its operations.

     (b) In addition to any powers and authority conferred on the Board or
Committee elsewhere in the Plan or by law, the Board or Committee shall have the
following powers and authority:

          (i)    To designate agents to carry out responsibilities relating to
                 the Plan;

          (ii)   To administer, interpret, construe and apply this Plan and to
                 answer all questions that may arise or that may be raised under
                 this Plan by a Participant, his beneficiary or any other person
                 whatsoever;


                                       8
<PAGE>   9

          (iii)  To establish rules and procedures from time to time for the
                 conduct of its business and for the administration and
                 effectuation of its responsibilities under the Plan; and

          (iv)   To perform or cause to be performed such further acts as it may
                 deem to be necessary, appropriate, or convenient for the
                 operation of the Plan.

     (c) Any action taken in good faith by the Board or Committee in the
exercise of authority conferred upon it by this Plan shall be conclusive and
binding upon a Participant and his beneficiaries. All discretionary powers
conferred upon the Board shall be absolute.

     9.2 LIMITATION ON LIABILITY. No Employee of the Company nor member of the
Board or Committee shall be subject to any liability with respect to his duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any other Employee of the Company with duties under the Plan who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed proceeding, whether civil, criminal, administrative, or
investigative, by reason of the person's conduct in the performance of his
duties under the Plan.


                                   ARTICLE IX
                                  COMPANY STOCK

     9.1 LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
10,784,600 shares, subject to adjustment under Section 9.4 below. The Company
will issue the shares of Company Stock to be sold to Participants under the
Plan. If the total number of shares of Company Stock that would otherwise be
issuable pursuant to rights granted pursuant to Article VI of the Plan at the
purchase date exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available in as
uniform and equitable a manner as is practicable. In such event, the Company
shall give written notice of such reduction of the number of shares to each
participant affected thereby and any unused Participant Contributions shall be
returned to such participant if necessary.

     9.2 VOTING COMPANY STOCK. The Participant will have no interest or voting
right in shares to be purchased under Article VI of the Plan until such shares
have been purchased.


                                       9
<PAGE>   10

     9.3 REGISTRATION OF COMPANY STOCK. Shares to be delivered to a Participant
under the Plan will be registered in the name of the Plan unless designated
otherwise by the Participant.

     9.4 CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan which has not yet been exercised and the
number of shares of Company Stock which have been authorized for issuance under
the Plan but have not yet been placed under rights or which have been returned
to the Plan upon the cancellation of a right, as well as the Purchase Price per
share of Company Stock covered by each right under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Company Stock resulting from a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Company Stock subject to any right
granted hereunder.

     9.5 MERGER OF COMPANY. In the event that the Company at any time proposes
to merge into, consolidate with or to enter into any other reorganization
pursuant to which the Company is not the surviving entity (including the sale of
substantially all of its assets or a "reverse" merger in which the Company is
the surviving entity), the Plan shall terminate, unless provision is made in
writing in connection with such transaction for the continuance of the Plan and
for the assumption of rights theretofore granted, or the substitution for such
rights of new rights covering the shares of a successor corporation, with
appropriate adjustments as to number and kind of shares and prices, in which
event the Plan and the rights theretofore granted or the new rights substituted
therefore, shall continue in the manner and under the terms so provided. If such
provision is not made in such transaction for the continuance of the Plan and
the assumption of rights theretofore granted or the substitution for such rights
of new rights covering the shares of a successor corporation, then the Board of
Directors or its committee shall cause written notice of the proposed
transaction to be given to the persons holding rights not less than 10 days
prior to the anticipated effective date of the proposed transaction, and,
concurrent with the effective date of the proposed transaction, such rights
shall be exercised automatically in accordance with Article VI as if such
effective date were the end of a Payroll Period unless a Participant withdraws
from the Plan as provided in Article VII.


                                       10
<PAGE>   11

                                    ARTICLE X
                              MISCELLANEOUS MATTERS

     10.1 AMENDMENT AND TERMINATION. Since future conditions affecting the
Company cannot be anticipated or foreseen, the Company reserves the right to
amend, modify, or terminate the Plan at any time. Upon termination of the Plan,
all benefits shall become payable immediately. Notwithstanding the foregoing, no
such amendment or termination shall affect rights previously granted, nor may an
amendment make any change in any right previously granted which adversely
affects the rights of any Participant. In addition, no amendment may be made
without prior approval of the stockholders of the Company if such amendment
would:

     (a) Increase the number of shares of Company Stock that may be issued under
the Plan;

     (b) Materially modify the requirements as to eligibility for participation
in the Plan; or

     (c) Materially increase the benefits that accrue to Participants under the
Plan.

     10.2 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned or
alienated, whether voluntarily or involuntarily. Any attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Article VII.

     10.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Employee or to be consideration for, or an
inducement to, or a condition of, the employment of any Employee. Nothing
contained in the Plan shall be deemed to give the right to any Employee to be
retained in the employ of the Company or to interfere with the right of the
Company to discharge any Employee at any time.

     10.4 GOVERNING LAW. To the extent not preempted by Federal law, all legal
questions pertaining to the Plan shall be determined in accordance with the laws
of the State of California.

     10.5 NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.5.


                                       11
<PAGE>   12

     10.6 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the
Plan, the Committee shall administer the Plan in such a way to insure that the
Plan at all times complies with any requirements of Federal Securities Laws. For
example, affiliates may be required to make irrevocable elections in accordance
with the rules set forth under Section 16b-3 of the Securities Exchange Act of
1934.


     IN WITNESS WHEREOF, FIDELITY NATIONAL FINANCIAL, INC. has caused this
instrument to become effective as of April 24, 2001.


                                               FIDELITY NATIONAL FINANCIAL, INC.



                                               BY: /s/ Alan L. Stinson
                                                   -----------------------------
                                                   ALAN L. STINSON, CHIEF
                                                   FINANCIAL OFFICER


                                       12