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                                                                     EXHIBIT 4.2


                                 CERTIFICATE OF
                         EXECUTIVE VICE PRESIDENT, LEGAL
                                       AND
                VICE PRESIDENT AND ASSISTANT CORPORATE SECRETARY
                   PURSUANT TO SECTIONS 1.2, 2.1, 3.1 AND 3.3
                                OF THE INDENTURE



            The undersigned, Marlan Walker and Hilary Burkemper, do hereby
certify that they are the duly appointed and acting Executive Vice President,
Legal and Vice President and Assistant Corporate Secretary, respectively, of
FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Company"). Each
of the undersigned also hereby certifies in such capacities, pursuant to
Sections 1.2, 2.1, 3.1 and 3.3 of the Indenture dated as of August 20, 2001
between the Company and The Bank of New York, as Trustee (the "Indenture"),
that:

            A. There has been established pursuant to resolutions duly adopted
by the Board of Directors of the Company and a duly authorized committee thereof
(a copy of such resolutions being attached hereto as Exhibit A), a series of
Securities (as that term is defined in the Indenture) to be issued under the
Indenture, with the following terms:

            1. The title of the Securities of the series is "7.30% Notes due
      August 15, 2011" (the "Notes"), CUSIP number 316326AC1.

            2. The limit upon the aggregate principal amount of the Notes which
      may be authenticated and delivered under the Indenture (except for Notes
      authenticated and delivered upon registration of transfer of, or in
      exchange for, or in lieu of other Notes pursuant to Sections 3.4, 3.5,
      3.6, 8.6 or 10.7 of the Indenture) is $250,000,000. The limit upon the
      aggregate principal amount of the Notes may be increased by the Company
      without the consent of the holders of any outstanding Notes.

            3. The date on which the principal of the Notes is payable, unless
      accelerated pursuant to the Indenture, shall be August 15, 2011.

            4. The rates at which the Notes shall bear interest shall be 7.30%
      per annum.

            5. The date from which interest shall accrue on the Notes shall be
      August 20, 2001.

            6. The Interest Payment Dates on which interest on the Notes shall
      be payable are August 15 and February 15. The initial Interest Payment
      Date shall be February 15, 2002. The Regular Record Dates for the interest
      payable on the Notes on any Interest Payment Date shall be the August 1
      and February 1, as the case may be, immediately preceding such Interest
      Payment Date. Interest on the Notes shall be payable to the persons in
      whose name the Notes are registered at

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      the close of business on the Regular Record Date (as defined in the
      Indenture) for such interest payment, except that interest payable on
      August 15, 2011 shall be payable to the persons to whom principal is
      payable on such date.

            7. The place or places where the principal of and interest on the
      Notes shall be payable is at the agency of the Trustee maintained for that
      purpose at the office of The Bank of New York, 101 Barclay Street, Floor
      21W, New York, New York 10286; provided that payment of interest, other
      than at Stated Maturity (as defined in the Indenture), may be made at the
      option of the Company by check mailed to the address of the person
      entitled thereto as such address shall appear in the Register (as defined
      in the Indenture); and provided further that the Depository (as defined in
      the Indenture), or its nominee, as holder of Notes in global form, shall
      be entitled to receive payments of interest by wire transfer of
      immediately available funds.

            8. The Notes shall be redeemable at the option of the Company, at
      any time in whole or from time to time in part, at a price (the
      "Redemption Price") equal to the greater of (i) 100% of the principal
      amount of the Notes to be redeemed and (ii) the sum of the present values
      of the remaining scheduled payments of principal and interest on the Notes
      to be redeemed, exclusive of interest accrued to the date of redemption
      (the "Redemption Date"), discounted to the Redemption Date on a semiannual
      basis (assuming a 360-day year consisting of twelve 30-day months) at the
      applicable Treasury Yield plus 30 basis points, plus accrued interest
      thereon to the Redemption Date. The Notes called for redemption shall
      become due on the Redemption Date.

            For purposes of determining the Redemption Price, the following
      definitions are applicable:

            "Comparable Treasury Issue" means the United States Treasury
      security selected by an Independent Investment Banker as having a maturity
      comparable to the remaining term of the Notes that would be utilized, at
      the time of selection and in accordance with customary financial practice,
      in pricing new issues of corporate debt securities of comparable maturity
      to the remaining term of the Notes.

            "Comparable Treasury Price" means, with respect to any Redemption
      Date:

            the average of the bid and the asked prices for the Comparable
            Treasury Issue, expressed as a percentage of its principal amount,
            at 4:00 p.m. on the third business day preceding that Redemption
            Date, as set forth on "Telerate Page 500," or such other page as may
            replace Telerate Page 500; or

            if Telerate Page 500, or any successor page, is not displayed or
            does not contain bid and/or asked prices for the Comparable Treasury
            Issue at that

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            time, the average of the Reference Treasury Dealer Quotations
            obtained by the Trustee for that Redemption Date, after excluding
            the highest and lowest of such Reference Treasury Dealer Quotations,
            or, if the Trustee is unable to obtain at least four such Reference
            Treasury Dealer Quotations, the average of all Reference Treasury
            Dealer Quotations obtained by the Trustee.

            "Independent Investment Banker" means Lehman Brothers Inc. and any
      successors or, if it is unwilling or unable to select the applicable
      Comparable Treasury Issue, an independent investment banking institution
      of national standing appointed by the Trustee and reasonably acceptable to
      the Company.

            "Reference Treasury Dealer" means Lehman Brothers Inc. and any
      successors and four other primary United States government securities
      dealers in New York City selected by the Independent Investment Banker
      (each, a "Primary Treasury Dealer"); provided that, if any of the
      foregoing ceases to be a Primary Treasury Dealer, the Company shall
      substitute another Primary Treasury Dealer therefor.

            "Reference Treasury Dealer Quotations" means, with respect to each
      Reference Treasury Dealer and any Redemption Date, an average, as
      determined by the Trustee, of the bid and asked prices for the Comparable
      Treasury Issue for the Notes, expressed in each case as a percentage of
      its principal amount, quoted in writing to the Trustee by the Reference
      Treasury Dealer at 5:00 p.m., New York City time, on the third business
      day preceding the Redemption Date.

            "Treasury Yield" means, with respect to any Redemption Date, the
      rate per annum equal to the semiannual equivalent yield to maturity,
      computed as of the third business day immediately preceding the Redemption
      Date, of the Comparable Treasury Issue, assuming a price for the
      Comparable Treasury Issue, expressed as a percentage of its principal
      amount, equal to the applicable Comparable Treasury Price for the
      Redemption Date.

            9. There is no obligation of the Company to redeem or purchase the
      Notes pursuant to any sinking fund or analogous provisions, or to repay
      any of the Notes prior to Stated Maturity at the option of a holder
      thereof.

            10. The Notes shall be issued in fully registered form in
      denominations of $1,000 or any amount in excess thereof which is an
      integral multiple of $1,000.

            11. The principal amount of the Notes shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      5.2 of the Indenture.

            12. Section 9.8 of the Indenture shall be deemed to be amended, for
      purposes of the Notes only, to delete the provisions appearing therein in
      their entirety and to replace such provisions with the following:

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            "Section 9.8. Limitation on Liens. The Company shall not, and shall
      not permit any of its Restricted Subsidiaries to, incur, assume or
      guarantee any Debt secured by a Lien on any part of its property, whether
      now owned or hereafter acquired, without effectively securing the Notes
      equally and ratably with that Debt, other than the following:

                  (a) any Lien created under the Credit Agreement (as defined
            below) or any document executed and delivered pursuant to or in
            accordance with the requirements thereof;

                  (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 being contested in good
            faith and by proper proceedings, if the Company or the applicable
            Restricted Subsidiary has maintained adequate reserves (in the good
            faith judgment of the management of the Company) with respect
            thereto in accordance with GAAP;

                  (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 existing on August 20, 2001;

                  (e) Liens consisting of pledges or deposits of cash or
            securities made by any Restricted Subsidiary in the insurance
            business as a condition to obtaining or maintaining any licenses
            issued to it by, or to satisfy the requirements of, any
            administrative or governmental body of the state of domicile of such
            Restricted Subsidiary responsible for the regulation thereof;

                  (f) Liens consisting of judgment or judicial attachment Liens
            (other than arising as a result of claims under or related to
            insurance contracts or policies, 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 Company and
            its Restricted Subsidiaries do not exceed $20,000,000;

                  (g) Liens on assets subject to, and securing obligations in
            respect of, leases that, in conformity with GAAP, are, or are
            required to be, accounted for as capital leases on the applicable
            balance sheet, which are entered into in the ordinary course of
            business and are non-recourse to the Company or its Restricted
            Subsidiaries, and other such leases in an aggregate amount not to
            exceed $15,000,000 at any one time outstanding;

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                  (h) Liens securing obligations permitted under Sections 8.4(f)
            and (g) of the Credit Agreement, to the extent such Liens are
            identified and permitted under such sections;

                  (i) Liens arising as a result of claims under or related to
            insurance contracts or policies, reinsurance agreements or
            retrocession agreements in the ordinary course of business, or
            securing Debt of Restricted Subsidiaries in the insurance business
            incurred or assumed in connection with the settlement of claim
            losses in the ordinary course of business of such Restricted
            Subsidiaries;

                  (j) Liens on assets of a Person that becomes a Restricted
            Subsidiary after August 20, 2001 securing Debt of such Person, which
            Liens and Debt previously existed and were not created in
            contemplation of such acquisition, and which Liens are not spread to
            cover any other property;

                  (k) Liens on assets of the Company or its Restricted
            Subsidiaries securing Debt owed to the Company or a Restricted
            Subsidiary;

                  (l) so long as no Default or Event of Default has occurred and
            is continuing, other Liens securing obligations in an aggregate
            amount not exceeding $20,000,000; and

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

      For purposes of this Section 9.8, "Credit Agreement" shall mean the Credit
      Agreement dated as of February 10, 2000 among the Company, Bank of
      America, N.A., as Administrative Agent, Chase Securities Inc., as
      Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation
      Agent, Paribas, as Co-Documentation Agent, and the financial institutions
      and other persons from time to time parties thereto, as amended,
      supplemented, amended and restated or otherwise modified from time to
      time. For purposes of this Section 9.8, the term "Restricted Subsidiary"
      shall include all Subsidiaries of the Company except FNF Capital, Inc.,
      Fidelity Asset Management, Inc., Micro General Corporation, Fidelity
      National Information Solutions, Inc., any of their respective
      Subsidiaries, and any other Person defined as an "Excluded Subsidiary"
      under the terms of the Credit Agreement.

            13. Section 5.1(4) of the Indenture shall be deemed to be amended,
      for purposes of the Notes only, to delete the provision appearing therein
      in its entirety and to replace such provision with the following:

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            "(4) default in the payment when due of amounts payable under any
      bond, note, debenture or other evidence of Debt of the Company (including
      such default with respect to any other series of Securities), or under any
      mortgage, indenture or other instrument under which there may be issued or
      by which there may be secured or evidenced any Debt of the Company,
      whether such Debt exists on the date of this Indenture or shall hereafter
      be incurred or created, in an aggregate amount exceeding $20,000,000, or
      default under any such evidence of Debt (including default with respect to
      any other series of Securities), or under any such other instrument, which
      results in such Debt in an aggregate principal amount exceeding
      $20,000,000 becoming or being declared due and payable prior to the date
      on which it would otherwise have become due and payable, and such
      outstanding amount shall not be paid in full, such acceleration shall not
      be rescinded or annulled or such Debt shall not be paid in full, or there
      shall not be deposited into trust a sum of money sufficient to pay in full
      such outstanding amount or such Debt, within a period of 10 days after
      there shall have been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in aggregate principal amount of the Notes a written notice
      specifying such default and requiring the Company to cause such
      outstanding amount to be paid in full, such acceleration to be rescinded
      or annulled, or such Debt to be paid in full, or to deposit into trust a
      sum of money sufficient to pay in full such outstanding amount or Debt and
      stating that such notice is a "Notice of Default" hereunder;"

            14. The Notes shall be defeasible as provided in Sections 4.4 and
      4.5 of the Indenture.

            15. The Notes shall be issued in global form. The Depository Trust
      Company shall be the Depository for the Notes in global form. The Notes
      shall only be transferred in accordance with the provisions of Section 3.5
      of the Indenture.

            B. The form of the global Security representing the Notes is
attached hereto as Exhibit B.

            C. The Trustee is appointed as Registrar and Paying Agent.

            D. The foregoing form and terms of the Notes have been established
in conformity with the provisions of the Indenture.

            E. The undersigned have read the provisions of Sections 3.1 and 3.3
of the Indenture and the definitions relating thereto and the resolutions
adopted by the Board of Directors of the Company and a duly authorized committed
thereof delivered herewith and have examined the form of global Security
representing the Notes. In the opinion of each of the undersigned, each has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not all conditions precedent provided in the
Indenture relating to the establishment, authentication and delivery of the
series of Securities under the Indenture, designated as

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the Notes in this Certificate, have been complied with. In the opinion of each
of the undersigned, all such conditions precedent have been complied with.

            F. The undersigned, by execution of this Certificate, hereby certify
the actions taken by the Board of Directors of the Company and the duly
authorized committee thereof in determining and setting the specific terms of
the Notes and hereby further certify that attached hereto as Exhibits A and B,
respectively, are a copy of resolutions duly adopted by the Board of Directors
of the Company on August 10, 2001 and a duly authorized committee thereof on
August 10, 2001 pursuant to which the terms of the Notes set forth above have
been established and the form of global Security representing the Notes as duly
approved by the Board of Directors of the Company and such committee.

                  [Remainder of page intentionally left blank]

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            IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the 20th day of August, 2001.


                                        /s/ MARLAN WALKER
                                        ----------------------------------------
                                        Marlan Walker
                                        Executive Vice President, Legal


                                        /s/ HILARY BURKEMPER
                                        ----------------------------------------
                                        Hilary Burkemper
                                        Vice President and
                                        Assistant Corporate Secretary



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