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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K/A


(Amendment No. 2)


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(Mark One)

|      |  |                                                                                                           
|----- |  | ----------------------------------------------------------------------------------------------------------
|[   ] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|      |  |                                                                                                           
|      |  | For the fiscal year ended December 31, 2002                                                               

or

|      |  |                                                                                                           
|----- |  | ----------------------------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission File No. 0-20312

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 41-1293754                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S. Employer Identification No.)

|                                                             |  |                                                     
|------------------------------------------------------------ |  | ----------------------------------------------------
|4050 Calle Real
Santa Barbara, CA 93110                      |  | (805) 696-7000                                      
|                                                             |  |                                                     
|(Address of principal executive offices,
including zip code) |  | (Registrants telephone number,
including area code)

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past
90 days.  Yes [x]  No [  ]

Indicate by check mark whether the registrant is an accelerate filer (as
defined in Rule 12b-2 of the
Act).  Yes [x]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [  ]

As of March 10, 2003, 39,612,056 shares of Common Stock ($.001 par value)
were outstanding.

The aggregate market value of the shares of the Common Stock held by
non-affiliates of the registrant on June 30, 2002 was $131,084,352.



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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A is being filed with respect to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2002 filed with the Securities and Exchange Commission on March 28, 2003 (the
Form 10-K) and Amendment No. 1 on Form 10-K/A filed on April 14, 2003. This
amendment is being filed to (i) amend Part III, Item 10 Directors and
Executive Officers of the Registrant, Item 11 Executive Compensation, Item
12 Security Ownership of Certain Beneficial Owners and Management, and Item
13 Certain Relationships and Related Transactions of the Form 10-K are hereby
amended and restated in their entirety to include the required disclosures.

The Form 10-K as amended hereby continues to speak as of the date of the
Form 10-K and the disclosures have not been updated to speak to any later date.
Any items in the Form 10-K that are not expressly changed hereby shall be as
set forth in the Form 10-K. All information contained in this Amendment No. 2
and Amendment No. 1 and the Form 10-K is subject to updating and supplementing
as provided in the Companys periodic reports filed with the Securities and
Exchange Commission subsequent to the filing of the Form 10-K.

No
exhibits are being filed with this Amendment No. 2 on Form 10-K/A.

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TABLE OF CONTENTS



|               |                                                                                                         |  |  |  |  |  |  | 
|-------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III      
|               | Item 10. Directors and Executive Officers of the Registrant.                                           
|               | Item 11. Executive Compensation.                                                                       
|               | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|               | Item 13. Certain Relationships and Related Transactions.                                               
|SIGNATURES    
|CERTIFICATIONS



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PART III




Item 10. Directors and Executive Officers of the Registrant.

The name of our directors and certain executive officers, and certain
information about them, are set forth below.

|                      |  |     |    |                      |  |                                                                                        |  |  |      | 
|--------------------- |  | --- | -- | -------------------- |  | -------------------------------------------------------------------------------------- |  |  | ---- | 
|Name                  |  | Age |    | Principal Occupation |  | Director Since                                                                        
|                      |  |     |    |                      |  |                                                                                       
|Willie D. Davis       |  |     | 68 |                      |  | President, All-Pro Broadcasting, Inc.                                                  |  |  | 2001 | 
|William P. Foley, II  |  |     | 57 |                      |  | Chairman of the Board and Chief Executive Officer of
Fidelity
National Financial, Inc. |  |  | 2001 | 
|Richard J. Freeman    |  |     | 50 |                      |  | Investment Advisor                                                                     |  |  | 2001 | 
|Earl Gallegos         |  |     | 45 |                      |  | Principal, Earl Gallegos Management                                                    |  |  | 2001 | 
|Richard A. Mendenhall |  |     | 58 |                      |  | Owner of RE/MAX Boone Realty                                                           |  |  | 2003 | 
|Patrick F. Stone      |  |     | 55 |                      |  | Chief Executive Officer of Fidelity National Information
Solutions, Inc.               |  |  | 2001 | 
|Cary H. Thompson      |  |     | 46 |                      |  | Senior Managing Director, Bear Stearns & Co. Inc.                                      |  |  | 2001 | 

Willie D. Davis

Mr. Davis has served as the President and a director of All-Pro
Broadcasting, Inc., a holding company that operates several radio stations,
since 1976. Mr. Davis currently also serves on the Board of Directors of
Checkers Drive-In Restaurants, Inc., Sara Lee Corporation, K-Mart Corporation,
Dow Chemical Company, Metro-Goldwyn-Mayer Inc., MGM MIRAGE, Inc., Alliance
Bank, Johnson Controls, Inc., Bassett Furniture Industries, Incorporated and
Strong Fund and Wisconsin Energies.

William P. Foley, II

Mr. Foley is the Chairman of the Board and Chief Executive Officer of
Fidelity National Financial, Inc. (Fidelity), the nations largest title
insurance company and the controlling stockholder of FNIS. Mr. Foley is also
currently serving as Chairman of the Board of FNIS and CKE Restaurants, Inc.

Richard J. Freeman

From September 1993 to March 2003, Mr. Freeman was a Managing Director of
Century Capital Management Inc. (CCM). Mr. Freeman served as a director of
Vista Information Solutions, Inc. the predecessor to FNIS, from 1996 to 2001.
For the past 25 years, Mr. Freeman had held various investment management
positions with CCM, Kemper Financial Services, First Chicago Corp, Metropolitan
Life Insurance Company and the State of Michigan Insurance Bureau and Treasury
Department.

Earl Gallegos

Mr. Gallegos is the founder and principal of Earl Gallegos Management, a
consulting firm specializing in the development and implementation of data
processing systems and insurance operations. Mr. Gallegos served as a director
of Vista Information Solutions, Inc., the predecessor to FNIS, from 1996 to
2001. Prior to 1995, Mr. Gallegos held various management positions, including
Vice President of Operations, within The Pacific Rim Assurance Company.

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Richard A. Mendenhall

Mr. Mendenhall has served as a director of FNIS since January 2003, when
he was appointed by the Board to fill a vacancy. Mr. Mendenhall is the owner of
RE/MAX Boone Realty and co-owner of RE/MAX Jefferson City, real estate firms.
In 2001, he has served as President for the National Association of REALTORS®,
where he served as a vice president since 1997 and has served on various
committees since 1994. He has also served on the Presidential Advisory Group on
MLS Technology in 1993 and the Presidential Advisory Group on Agency in 1992.
Mr. Mendenhall was nominated to the Board by the National Association of
Realtors® and their right to do so was pursuant to a one-year exclusive
marketing arrangement with regard to our transaction management software. The
nomination was subject to the approval of our Board of Directors, which
occurred in January 2003.

Patrick F. Stone

Mr. Stone has served as Chief Executive Officer of FNIS since January
2002. Mr. Stone formerly served as the President of Fidelity until January 1,
2003, and as Fidelitys Chief Operating Officer from March 1997. From May 1995
through March 1997 he was an Executive Vice President of Fidelity and President
of Fidelity National Title Insurance Company and four other underwriter
subsidiaries of Fidelity. From February 1989 to May 1995 he was President of
Fidelity National Title Company of Oregon. Mr. Stone currently serves on the
Board of Directors of Fidelity.

Cary H. Thompson

Mr. Thompson is currently a Senior Managing Director with Bear Stearns &
Co. Inc. From 1996 to 1999, Mr. Thompson served as a director and Chief
Executive Officer of Aames Financial Corporation. Mr. Thompson was a managing
director of Nat West Markets from May 1994 to June 1996. Mr. Thompson currently
serves on the Boards of Directors of Fidelity, Aames Financial Corporation and
SonicWall, Inc.

Executive Officers

The executive officers of FNIS are set forth on the table below. Certain
biographical information with respect to those executive officers who do not
also serve as directors follows the table.

|                     |  |     |    |                               |  |                                                     
|-------------------- |  | --- | -- | ----------------------------- |  | ----------------------------------------------------
|Name                 |  | Age |    | Current Position with Company
|                     |  |     |    |                              
|Patrick F. Stone     |  |     | 55 |                               |  | Chief Executive Officer                             
|Dwayne M. Walker     |  |     | 41 |                               |  | President and Chief Operating Officer               
|Neil A. Johnson      |  |     | 63 |                               |  | Executive Vice President and Chief Financial Officer
|Brian F. Hershkowitz |  |     | 40 |                               |  | Executive Vice President                            
|Ray O. Ferrarin      |  |     | 43 |                               |  | Executive Vice President                            

Dwayne M. Walker

Mr. Walker is President and Chief Operating Officer of FNIS. Mr. Walker
has more than 22 years experience in technology, services, mergers and
acquisitions, high growth business development and leveraging technology to
gain business and financial advantage. Mr. Walker has held senior executive
positions at Network Commerce Inc., US Connect, TRW, Hughes Aircraft, DMR Group
and Microsoft Corporation. Mr. Walker has served as a director at many
companies including Escrow.com, Network Commerce Inc., US Connect and Micro
General Corporation, which was recently acquired by FNIS.

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Neil A. Johnson

Mr. Johnson is Executive Vice President and Chief Financial Officer for
FNIS. Mr. Johnson was also the Senior Vice President, Finance & Administration
and Chief Financial Officer of the FNIS predecessor company, VISTAinfo. He has
35 years of experience in public and private technology, information services
and energy companies, having held both financial and operating positions. Prior
to joining VISTAinfo, Mr. Johnson was Senior Vice President and Chief Financial
Officer of MaxServ, Inc., an information services company acquired by Sears,
Roebuck and Co. in 1997.

Brian F. Hershkowitz

Mr. Hershkowitz is Executive Vice President of FNIS. His responsibilities
include management of the Companys data offerings, including public records
information, credit reporting information, flood hazard compliance data, real
estate tax information and collateral valuation services. Immediately before
joining FNIS, Mr. Hershkowitz was President & Chief Operating Officer of
LandSafe Credit for Countrywide Credit Industries. He also held the position of
Chief Information Officer at LandSafe. Before joining LandSafe, Mr. Hershkowitz
was a Director at the Mortgage Bankers Association of America.

Ray O. Ferrarin

Mr. Ferrarin is Executive Vice President of FNIS. His responsibilities
include management of the Companys service offerings, including: Traditional
Appraisal Services, Real Estate Tax Outsourcing Services and Disbursements,
Private Labeled Credit Information, Litigation Support Services, Title Plant
Keying, Commercial Printing, Geographic Underwriting Systems, and Location CD
access to PPC catalog data. Prior to joining FNIS, Mr. Ferrarin was President
of Fidelity National Flood Services Inc., a role he assumed after the 2001
merger of Chicago Title Flood Services and Fidelity National Flood. For five
years prior to that, he managed Chicago Title Flood Services. He has 12 years
of sales and operations experience within the flood zone determination industry
and is an active member of The National Lenders Insurance Council and the
National Flood Determination Association.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Exchange Act of 1934, as amended, requires the Companys
executive officers and directors to file reports of their ownership, and
changes in ownership, of such securities with the SEC. Executive officers and
directors are required by the SECs regulations to furnish the Company with
copies of all forms they file pursuant to Section 16 and the Company is
required to report in this Proxy Statement any failure of its directors and
executive officers to file by the relevant due date any of these reports during
fiscal year 2002. Based solely upon a review of the copies of the reports
received by it, the Company believes that all such filing requirements were
satisfied, except that Messrs. Davis, Freeman, Gallegos and Thompson each filed
one late report for a transaction in 2002. The failure to timely file such
report was an inadvertent error by the Company.




Item 11. Executive Compensation.

The following Summary Compensation Table shows compensation paid by the
Company and its subsidiaries to the named executive officers of the Company for
all services in all capacities during the years indicated.

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Summary Compensation Table

|                     |                                       |      |        |        |        |        |                     |         |              |         |           |         |              |  |              |   |            |  |            |         |     |  |        |       | 
|-------------------- | ------------------------------------- | ---- | ------ | ------ | ------ | ------ | ------------------- | ------- | ------------ | ------- | --------- | ------- | ------------ |  | ------------ | - | ---------- |  | ---------- | ------- | --- |  | ------ | ----- | 
|                     |                                       |      |        |        |        |        |                     |         |              |         |           |         |              |  |              |   |            |  | Long-Term  |         |     |  |       
|                     |                                       |      |        |        |        |        | Annual Compensation |         | Compensation |         |           |         |             
|                     |                                       |      |        |        |        |        |                     |         |              |         |           |         |             
|                     |                                       |      |        |        |        |        |                     |         |              |         |           |         |              |  |              |   |            |  | Securities |         | All
|                     |                                       |      |        |        |        |        |                     |         |              |         |           |         |              |  | Other Annual |   | Underlying |  | Other     
|                     |                                       |      | Fiscal |        | Salary |        | Bonus               |         | Compensation |         | Options   |         | Compensation
|Name and Title (1)   |                                       | Year |        | ($)(2) |        | ($)(3) |                     | ($)(4)  |              | (#) (5) |           | ($) (6)
|                     |                                       |      |        |        |        |        |                     |         |              |         |           |        
|Patrick F. Stone     |                                       |      | 2002   |        |        |        | 375,000             |         |              |         | 1,125,000 |         |              |  |             |   |            |  | 422,405    |         |     |  | 30,828 |      
|                     | Chief Executive Officer               |      |        |        |        |        |                     |         |              |         |           |         |              |  |              |   |            |  |            |         |     |  |        |       | 
|Dwayne M. Walker     |                                       |      | 2002   |        |        |        | 225,000             |         |              |         | 375,000   |         |              |  |             |   |            |  | 510,208    |         |     |  | 357    |      
|                     | President and Chief Operating Officer |      |        |        |        |        |                     |         |              |         |           |         |              |  |              |   |            |  |            |         |     |  |        |       | 
|Eric
D. Swenson      |                                       |      | 2002   |        |        |        | 350,016             |         |              |         | 600,000   |         |              |  |             |   |            |  | 25,000     |         |     |  | 24,323 |      
|                     | First
Executive Vice President        |      |        | 2001   | (7)    |        |                     | 125,907 |              |         |           | 210,590 |              |  |              |  |            |  |            | 160,000 |     |  |        | 6,184 | 
|Neil A. Johnson      |                                       |      | 2002   |        |        |        | 300,000             |         |              |         | 105,000   |         |              |  | 74,060       |   |            |  | 30,000     |         |     |  | 5,694  |      
|                     | Executive Vice President and          |      |        | 2001   |        |        |                     | 210,521 |              |         |           | 150,000 |              |  |              |  |            |  |            | 60,000  |     |  |        | 5,800 | 
|                     | Chief Financial Officer               |      |        | 2000   |        |        |                     | 200,021 |              |         |           | 100,000 |              |  |              |  |            |  |            | 15,715  |     |  |        | 5,800 | 
|Brian F. Hershkowitz |                                       |      | 2002   |        |        |        | 269,806             |         |              |         | 358,516   |         |              |  |             |   |            |  | 40,000     |         |     |  | 2,719  |      
|                     | Executive Vice President              |      |        | 2001   |        |        |                     | 123,772 |              |         |           | 145,000 |              |  |              |  |            |  |            | 70,000  |     |  |        |      | 
|Raymond O. Ferrarin  |                                       |      | 2002   |        |        |        | 239,179             |         |              |         | 269,063   |         |              |  |             |   |            |  | 40,000     |         |     |  | 16,804 |      
|                     | Executive Vice President              |      |        | 2001   | (7)    |        |                     | 71,042  |              |         |           | 215,071 |              |  |              |  |            |  |            | 40,000  |     |  |        | 4,271 | 



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|(1) |  | Mr. Stone became Chief Executive Officer effective January 1, 2002. At
the same time, Mr. Stone also continued in his role as President of
Fidelity National Financial, Inc. (Fidelity), the Companys parent.
Amounts shown in this table represent 50% of Mr. Stones annual
compensation related to his role as Chief Executive Officer of the
Company, based on the agreement between the Company and Fidelity. Mr. Walker
was appointed President and Chief Operating Officer in July 2002. Mr. Swenson was President and Chief Operating Officer from
August 2001 to July 2002 and First Executive Vice President from July
to December 2002. Mr.
Hershkowitz joined the Company as Executive Vice President on June 8,
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Amounts shown for the indicated fiscal year include amounts deferred at
the election of the named executive officer pursuant to the Companys
401(k) plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) |  | Bonuses were awarded during the year following the year to which the
bonuses relate, based on an evaluation by the Compensation Committee of
the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(4) |  | Amounts shown for Mr. Johnson relate to relocation expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(5) |  | The number of securities underlying options has been adjusted to reflect
all stock splits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(6) |  | Amounts shown for fiscal 2002 consist of the following: (i) Mr. Stone:
Company contribution to 401(k) Plan  $2,750, Company contribution to ESPP
- $26,631, Company paid life insurance premium  $1,447; (ii) Mr. Walker:
Company paid life insurance premium  $357;
(iii) Mr. Swenson: Company contribution to 401(k)
plan  $4,125, Company contribution to ESPP 
$19,496, Company paid life insurance premium  $702;
(iv) Mr. Johnson: Company
contribution to 401(k) Plan  $5,100, Company paid life insurance premium
of $594; (v) Mr. Hershkowitz: Company contribution to 401(k) plan -
$2,629, Company paid life insurance premium  $90; and (vi) Mr. Ferrarin -
Company contribution to 401(k) Plan  $4,714, Company
contribution to ESPP  $12,000, Company paid life insurance premium  $90. Amounts shown for
fiscal 2001 consist of the following: (i) Mr. Swenson:
Company contribution to 401(k) Plan  $5,769,
Company paid life insurance premium  $415; (ii) Mr. Johnson: Company
contribution to 401(k) Plan  $4,800, Profit Sharing 
$1,000; and (iii) Mr. Ferrarin: Company contribution to 401(k) Plan  $4,181, Company paid
life insurance premium  $90. Amounts shown for fiscal 2000 for
Mr. Johnson consist of Company contribution to 401(k) Plan  $4,800, and
Profit Sharing  $1,000.
|   
|(7) |  | Amounts shown for fiscal year 2001
consist of the following: (i) Mr. Swenson: Company
contribution to 401(k) Plan $5,719, Company paid life
insurance premium  $415; and (ii) for Mr. Ferrarin are from August 1,
2001 (date of business combination with Fidelity)
through December 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The following table sets forth certain information with respect to the
stock options granted during 2002 to the named individuals and the potential
realizable value of such stock options. The Company does not currently grant
stock appreciation rights to officers or directors.

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Option Grants in Last Fiscal Year

|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|-------------------- |  | ------------------------------------ | ------- | ------------------------------------ |  | ----------- | -- | ---------- |  | --- | ----- | ----------------------------------------------------------------------------------------------- |  |  | -------- |  |  |  | --------- |  |  |  | ---------- | 
|                     |  | Individual Grants                    |         |                                      |  |             |    |            |  |    
|                     |  |                                      |         |                                      |  |             |    |            |  |    
|                     |  | Number
ofSecuritiesUnderlyingOptions |         | Percentage
ofTotal
OptionsGranted to |  | Exercise or |    |            |  |     |       | Potential
Realizable Value atAssumed
Annual Rates ofStock
Price Appreciationfor
Option Term (4)
|                     |  | Granted                              |         | Employees in                         |  | Base Price  |    | Expiration |  | 5%  |       | 10%                                                                                            
|Name                 |  | (#)(1)                               |         | Fiscal Year                          |  | ($/share)   |    | Date       |  | ($) |       | ($)                                                                                            
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                
|Patrick F. Stone     |  |                                      | 22,405  | (2)                                  |  |             |    |            |  |     | 9.61  | (2)                                                                                             |  |  | 11/17/09 |  |  |  | 135,473   |  |  |  | 343,316    | 
|                     |  |                                      | 100,000 |                                      |  |             |    |            |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 1,057,172 |  |  |  | 2,679,081  | 
|                     |  |                                      | 300,000 |                                      |  |             |    |            |  |     | 17.51 | (3)                                                                                             |  |  | 12/23/12 |  |  |  | 3,303,583 |  |  |  | 8,371,929  | 
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|                     |  |                                      | 422,405 |                                      |  |             | 16 | %          |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|Dwayne M. Walker     |  |                                      | 10,208  | (2)                                  |  |             |    |            |  |     | 4.08  | (2)                                                                                             |  |  | 8/3/09   |  |  |  | 26,204    |  |  |  | 66,406     | 
|                     |  |                                      | 450,000 |                                      |  |             |    |            |  |     | 21.02 | (3)                                                                                             |  |  | 7/9/12   |  |  |  | 5,948,714 |  |  |  | 15,075,210 | 
|                     |  |                                      | 25,000  |                                      |  |             |    |            |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 264,293   |  |  |  | 669,770    | 
|                     |  |                                      | 25,000  |                                      |  |             |    |            |  |     | 17.51 | (3)                                                                                             |  |  | 12/23/12 |  |  |  | 275,299   |  |  |  | 697,661    | 
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|                     |  |                                      | 510,208 |                                      |  |             | 19 | %          |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|Eric
D. Swenson      |  |                                      | 25,000  |                                      |  |             | 1  | %          |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 264,293   |  |  |  | 669,770    | 
|Neil A. Johnson      |  |                                      | 15,000  |                                      |  |             |    |            |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 158,576   |  |  |  | 401,862    | 
|                     |  |                                      | 15,000  |                                      |  |             |    |            |  |     | 17.51 | (3)                                                                                             |  |  | 12/23/12 |  |  |  | 165,179   |  |  |  | 418,596    | 
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|                     |  |                                      | 30,000  |                                      |  |             | 1  | %          |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|Brian F. Hershkowitz |  |                                      | 25,000  |                                      |  |             |    |            |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 264,293   |  |  |  | 669,770    | 
|                     |  |                                      | 15,000  |                                      |  |             |    |            |  |     | 17.51 | (3)                                                                                             |  |  | 12/23/12 |  |  |  | 165,179   |  |  |  | 418,596    | 
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|                     |  |                                      | 40,000  |                                      |  |             | 1  | %          |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|Raymond O. Ferrarin  |  |                                      | 25,000  |                                      |  |             |    |            |  |     | 16.81 | (3)                                                                                             |  |  | 9/24/12  |  |  |  | 264,293   |  |  |  | 669,770    | 
|                     |  |                                      | 15,000  |                                      |  |             |    |            |  |     | 17.51 | (3)                                                                                             |  |  | 12/23/12 |  |  |  | 165,179   |  |  |  | 418,596    | 
|                     |  |                                      |         |                                      |  |             |    |            |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 
|                     |  |                                      | 40,000  |                                      |  |             | 1  | %          |  |     |       |                                                                                                 |  |  |          |  |  |  |           |  |  |  |            | 




|(1) |  | Nonqualified stock options.                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | On July 9, 2002, the Company acquired 100% of the outstanding common
stock of Micro General Corporation (NASDAQ: MGEN  MGEN). In connection
with this transaction, the Company issued options in exchange for the
outstanding MGEN options. Amounts shown represent the FNIS options issued
in exchange.
|   
|(3) |  | The fair market value of the Companys common stock on the date of the
grant.                                                                                                                                                                                                                              
|   
|(4) |  | These are assumed rates of appreciation, and are not intended to forecast
future appreciation of the Companys common stock.                                                                                                                                                                               

The following table summarizes information regarding exercises of stock
options by the named individuals during 2002 and unexercised options held by
them as of December 31, 2002.

6



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##### Table of Contents



Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

|                     |  |             |         |          |  |               |           |                      |  |                      |                  |                      |  |  |                    | 
|-------------------- |  | ----------- | ------- | -------- |  | ------------- | --------- | -------------------- |  | -------------------- | ---------------- | -------------------- |  |  | ------------------ | 
|                     |  |             |         |          |  |               |           |                      |  | Number of            |                  | Value of Unexercised
|                     |  |             |         |          |  |               |           |                      |  | Unexercised Options  |                  | In-the-Money Options
|                     |  | Shares      |         |          |  |               |           | at December 31, 2002 |  | at December 31, 2002
|                     |  | Acquired on |         | Value    |  | (#)           |           | ($)                 
|                     |  | Exercise    |         | Realized |  | Exercisable/  |           | Exercisable/        
|Name                 |  | (#)         |         | ($)      |  | Unexercisable |           | Unexercisable       
|                     |  |             |         |          |  |               |           |                     
|Patrick F. Stone     |  |             | 377,589 | (1)      |  |               | 6,043,015 | (1)                  |  |                      | 472,405 /350,000 |                      |  |  | 3,904,071 /22,000  | 
|Dwayne M. Walker     |  |             | 1,000   |          |  |               | 18,918    |                      |  |                      | 107,542 /401,666 |                      |  |  | 124,920 /7,333     | 
|Eric
D. Swenson      |  |             |        |          |  |               |          |                      |  |                      | 115,001 /69,999  |                      |  |  | 1,076,070 /543,530 | 
|Neil A. Johnson      |  |             |        |          |  |               |           |                      |  |                      | 75,002 /44,999   |                      |  |  | 489,040/202,590    | 
|Brian F. Hershkowitz |  |             | 19,000  |          |  |               | 181,093   |                      |  |                      | 36,001 /54,999   |                      |  |  | 275,010/239,330    | 
|Raymond O. Ferrarin  |  |             |        |          |  |               |           |                      |  |                      | 35,001 /44,999   |                      |  |  | 274,070/142,530    | 



---

|(1) |  | On July 9, 2002, the Company acquired 100% of the outstanding common
stock of Micro General Corporation (NASDAQ: MGEN 
MGEN). The amounts
shown represent the MGEN options exercised prior to the acquisition.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In accordance with the rules of the Securities and Exchange Commission,
values are calculated by subtracting the exercise price from the fair market
value of the underlying common stock. For purposes of this table, the fair
market value is deemed to be $17.25, the closing price of the common stock of
FNIS reported by Nasdaq on December 31, 2002.

Compensation of Directors

Directors who are also officers of FNIS do not receive any compensation
for acting as directors, except for reimbursement of reasonable expenses, if
any, incurred in attending Board meetings.

Directors who are not also employees of FNIS receive:



| |  |  | an annual retainer of $5,000,                                                           
| | - |  | ----------------------------------------------------------------------------------------
|
| |  |  | $2,500 for each board meeting attended,                                                 
|
| |  |  | $1,000 for each committee meeting attended (the committee chairman receives $1,500), and
|
| |  |  | expenses of attending board and committee meetings.                                     

Employment Contracts and Termination of Employment and Change-in-Control
Agreements

The Company entered into a three-year employment agreement with Mr. Stone,
its Chief Executive Officer, effective January 1, 2003. Pursuant to this
agreement, his minimum annual base salary is $750,000. The agreement provides
for additional incentive compensation in respect of each fiscal year ending
during the term thereof in the form of an annual cash bonus as determined in
accordance with criteria established by the compensation committee. The
agreement includes other compensation and executive fringe benefits. There is a
change in control provision enabling Mr. Stone to terminate this agreement due
to a change in control. In the event of termination of the agreement for good
reason (defined in the agreement as a change in control) or if Mr. Stones
employment is terminated following a change of control under certain
circumstances he will receive (i) his salary through the date of termination,
(ii) severance pay in an amount equal to his annual salary in effect as of the
date of termination plus the total bonus paid or payable to him for the most
recent calendar year multiplied by the greater number of years remaining in the
term of employment, including partial years, or two years, (iii) immediate
vesting of all options not vested at the date of termination and (iv)
maintenance of all benefit plans and programs for Mr. Stone for the number of
years (including partial years) remaining in the

7



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##### Table of Contents



agreement. The agreement allows the Company to terminate Mr. Stone without
cause on terms specified in the agreement. Upon Mr. Stones death, his estate
will receive a payment in the amount of the minimum annual base salary for the
remainder of the agreement. Upon incapacity or disability for a continuous
period of nine months, the Company may terminate the employment contract with
Mr. Stone upon payment of an amount equal to his minimum annual base salary,
without offset for the remainder of the agreement.

The Company entered into a three-year employment agreement with its
President and Chief Operating Officer, Mr. Walker, effective July 9, 2002. Pursuant to this agreement, his
minimum annual base salary is $450,000. The agreement provides for additional
incentive compensation in respect of each fiscal year ending during the term
thereof in the form of an annual cash bonus in an amount not less than
$200,000, as determined in accordance with criteria established by the chief
executive officer and the compensation committee. The agreement includes other
compensation and executive fringe benefits. There is a change in control
provision enabling Mr. Walker to terminate this agreement due to a change in
control. In the event of termination of the agreement for good reason (defined
in the agreement as a change in control) or if Mr. Walkers employment is
terminated following a change of control under certain circumstances he will
receive: (i) his salary through the date of termination in effect as of the
date of termination, plus (ii) the total bonus paid or payable to him for the
most recent calendar year multiplied by the greater number of years remaining
in the term of employment, including partial years, or two years, (iii)
immediate vesting of all options not vested at the date of termination and (iv)
maintenance of all benefit plans and programs for Mr. Walker for the number of
years (including partial years) remaining in the agreement. The agreement
allows the Company to terminate Mr. Walker without cause on terms specified in
the agreement. Upon Mr. Walkers death, his estate will receive a payment in
the amount of his base salary earned to date of death and the amount of bonus
he would have earned if employed on the next anniversary of the effective date
of the agreement. Upon incapacity or disability for a continuous period of nine
months, the Company may terminate the employment contract with Mr. Walker upon
payment of an amount equal to his minimum annual base salary, without offset
for the remainder of the agreement.

Effective April 20, 2001, the Company entered into a Change in Control
Severance Agreement with Neil A. Johnson, its Executive Vice
President and Chief Financial Officer. Mr.
Johnsons severance agreement provides for certain payments and benefits in the
event that his employment is terminated within 12 months after a change in
control (as defined in the agreement), unless such termination results from
Mr. Johnsons death, disability or retirement, or his resignation for reasons
other than good reason (as defined), or constitutes a termination for cause
(as defined in the agreement). In such event, Mr. Johnson will be entitled (i)
to receive a lump sum severance payment equal to one years base salary as then
in effect; (ii) to receive a bonus payment equal to Mr. Johnsons
then-scheduled bonus, calculated as though all performance-related criteria had
been met, prorated for the portion of the bonus period during which Mr. Johnson
was employed by the Company; (iii) to the continuation of benefits under the
Companys medical, dental and vision plans, and the continuation of long-term
disability insurance, for 12 months; (iv) to the continuation of payment of the
premiums for Mr. Johnsons life insurance policy for 12 months; and (v)
automatic vesting of all unvested stock options held by Mr. Johnson.

Effective June 8, 2001, the Company entered into a two year employment
agreement, subject to automatic renewal terms of one year, with Brian F.
Hershkowitz, pursuant to which Mr. Hershkowitz agreed to serve as an Executive
Vice President of the Company. Mr. Hershkowitzs base salary under this
employment agreement is $250,000, subject to periodic increases at the
discretion of the Board of Directors. The employment agreement also provides
for (i) a guaranteed cash bonus of $250,000 on the one year anniversary of his
continued employment with the Company and (ii) a bonus, during the second year
of his continued employment with the Company, in accordance with the terms and
conditions of the Companys executive bonus program as then in effect. In
addition, the employment agreement provides for reimbursement for relocation
and temporary housing expenses. The employment agreement provides

8



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##### Table of Contents



that it can be terminated by the Company for cause (as defined). In the
event the Company terminates Mr. Hershkowitzs employment without cause, the
Company would be obligated to pay a lump sum severance equal to his base annual
salary as then in effect and due for the remainder of the term.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

The Compensation Committee is currently composed of two independent
directors, Cary H. Thompson and Willie D. Davis, neither of who is a former or
current officer or employee of the Company or any of its subsidiaries. In
addition, during that year, no executive officer of the Company served (i) as a
member of the Compensation Committee or Board of Directors of another entity,
one of whose executive officers served on the Compensation Committee, or (ii)
as a member of the Compensation Committee of another entity, one of whose
executive officers served on the Board of Directors.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

General

The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.

Compensation Philosophy

The Companys executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the
Companys strategic goals, so as to align the interests of executive management
with the long-term interests of the stockholders; (ii) motivate Company
executives to achieve the strategic business goals of the Company and to
recognize their individual contributions; and (iii) provide compensation
opportunities which are competitive to those offered by other national title
insurance companies and other middle-market corporations similar in size and
performance. Although the exact identity of the corporations surveyed varies,
these generally include real estate services companies and other corporations
equal to or larger than the Company. The Compensation Committee believes that
the components of executive compensation should include base salary, annual
cash bonus, stock option grants and other benefits and should be linked to
individual and Company performance. With regard to the Companys performance,
the measures used for determining appropriate levels of compensation for
executive officers include the Companys national market share, net margin,
quality of service, meeting of strategic goals within the current economic
climate and industry environment, scope of responsibilities, expansion by
acquisition or otherwise, and profit retention and profitability, all of which
combine to enhance stockholder value.

The Compensation Committee approves the employment agreements and salary
and bonus levels for key employees, including Mr. Stone and Mr. Walker. The
Compensation Committee then makes recommendations with respect to such
compensation to the entire Board of Directors for its approval. In fiscal 2002,
the Compensation Committee retained a consulting firm to review and advise on
benefit plans and other compensation initiatives for the Companys senior
executives. As part of its review process, the Compensation Committee approved
the Companys incentive plan, which governs the incentive compensation payable
to Mr. Stone and certain other executive officers.

9



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##### Table of Contents



Compensation of the Chief Executive Officer for Fiscal 2002

Mr. Stones compensation for 2002 was determined pursuant to the terms of
his employment agreement with our majority stockholder Fidelity National
Financial, Inc. in effect during that period. His employment agreement provided
him with a minimum base annual salary, which may be reviewed and increased at
the discretion of the Compensation Committee to reflect matters including cost
of living increases and performance results. Mr. Stone also received a cash
bonus, which was determined pursuant to an executive bonus program established
by the Compensation Committee. Under the program, Mr. Stone had varying
performance-based bonus levels that were expressed as a percentage of his base
salary, based upon the Companys return on equity and earnings. The
Compensation Committee established threshold, target and maximum expectations
for each performance measure. In 2002, the Company exceeded target expectations
for return on equity and earnings. The applicable target bonus amount was
established by the Compensation Committee to be 300% of his base salary. Under
the terms of his employment agreement, the Company, through the Compensation
Committee, has the discretion to award stock options to Mr. Stone. In 2002, Mr.
Stone received a total of 400,000 option shares in two separate grants. On
September 24, 2002, he received 100,000 option shares, of which 50,000 option
shares vested immediately and 50,000 will vest on the first anniversary of the

grant. On December 23, 2002, he received 300,000 option shares, of which
100,000 shares will vest on the first, second and third anniversary of the
grant.

Compensation of Other Executives for Fiscal 2002

With respect to the base salaries and incentive cash bonuses awarded to
other executive officers in respect of 2002, the Compensation Committee
approved these amounts pursuant to the executives employment agreements, if
applicable, and an executive bonus program established by the Compensation
Committee. The decision of the Compensation Committee with respect to the base
salary for each such executive officer is subjective and was made after
consideration of the performance of the executive in his particular area of
responsibility, the executives contribution to the Companys overall
management team and an assessment of the future contributions the executive
should be able to make to the Company. Under the terms of the executive bonus
program, the executive officers received a cash bonus based upon specified
target levels and the Companys return on equity, revenue and cost savings
resulting from merger synergies.

Stock Option Grants

As indicated above, an important element of the Companys compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Companys stockholders. The purpose of the
Companys Stock Incentive Plans is to attract, retain and award executive
officers and directors and to furnish incentives to these persons to improve
operations, increase profits and positively impact the Companys long-term
performance. Consistent with these objectives, the Compensation Committee
granted options in 2002 to executive officers for their performance in 2002.

Corporate Deduction for Compensation.Section 162(m) of the Internal
Revenue Code generally limits to $1.0 million the corporate deduction for
compensation paid to certain executive officers, unless certain requirements
are met. The Companys policy with respect to the deductibility limit of
Section 162(m) generally is to preserve the federal income tax deductibility of
compensation paid to executive officers. However, while the tax impact of any
compensation arrangement is an important factor to be considered, the impact is
evaluated in light of the Companys overall compensation philosophy.
Accordingly, the Company has and will continue to authorize the payment of
non-deductible compensation if it deems that it is consistent with its
compensation philosophy and in the best interests of the Company and its
stockholders.

COMPENSATION COMMITTEE

Cary H. Thompson

Willie D. Davis


10



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##### Table of Contents



Stock Performance Graph

Set forth below is a line graph comparing changes in the cumulative total
return on FNISs common stock, a broad market index (the Nasdaq Stock Market)
and against the cumulative total return of a peer group index (Peer Group
Index) comprised of certain companies for the industry in which FNIS competes
for the five-year period ending on December 31, 2002. The Peer Group Index
consists of the following companies: Acxiom Corporation; Co Star Group, Inc.;
Equifax, Inc.; Factual Data Corp.; Fair Isaac Corp.; BARRA, Inc.; Factset
Research System, Inc.; and Choicepoint Incorporated.

The composition of the Peer Group Index is different from the peer group
used in last years proxy (the Old Peer Group). The Old Peer Group was
comprised of the following companies: Acxiom Corporation; Co Star Group, Inc.;
Equifax, Inc.; Factual Data Corp.; Fair Isaac Corp.; and Info USA, Inc. The
cumulative return of the Old Peer Group for the five-year period ending on
December 31, 2002 is also shown on the line graph below. The Company has
determined that the Peer Group Index represents a more current sample of
companies in our industry.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG FIDELITY NATIONAL INFORMATION SOLUTIONS,
THE NASDAQ STOCK MARKET (U.S.) INDEX,
A PEER GROUP INDEX AND AN OLD PEER GROUP(STOCK PERFORMANCE GRAPH)

|                                        |  |                         |        |       |  |       |        |       |  |       |        |       |  |  |        |  |  |  |        |  |  |  |        | 
|--------------------------------------- |  | ----------------------- | ------ | ----- |  | ----- | ------ | ----- |  | ----- | ------ | ----- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                        |  | Cumulative Total Return
|                                        |  |                        
|                                        |  | 12/97                   |        | 12/98 |  | 12/99 |        | 12/00 |  | 12/01 |        | 12/02
|Fidelity National Information Solutions |  |                         | 100.00 |       |  |       | 103.33 |       |  |       | 48.33  |       |  |  | 11.25  |  |  |  | 19.41  |  |  |  | 32.86  | 
|Nasdaq US Index                         |  |                         | 100.00 |       |  |       | 140.99 |       |  |       | 261.48 |       |  |  | 157.77 |  |  |  | 125.16 |  |  |  | 86.53  | 
|Peer Group Index                        |  |                         | 100.00 |       |  |       | 114.60 |       |  |       | 105.48 |       |  |  | 139.07 |  |  |  | 123.50 |  |  |  | 115.01 | 
|Old Peer Group                          |  |                         | 100.00 |       |  |       | 109.54 |       |  |       | 86.00  |       |  |  | 101.94 |  |  |  | 82.36  |  |  |  | 76.85  | 

Notwithstanding anything to the contrary set forth in FNISs previous filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, that might incorporate future filings, in whole or in part,
the Report of the Compensation Committee of the Board of Directors and the
Stock Performance Graph shall not be incorporated by reference into any such
filings.

11



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##### Table of Contents






|         |  |                                                                                                
|-------- |  | -----------------------------------------------------------------------------------------------
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The following table provides information regarding securities authorized
for issuance under the Companys equity compensation plans as of December 31,
2002:

|                                                              |  |                    |           |                   |  |                     |       |              |  |                     |         |    
|------------------------------------------------------------- |  | ------------------ | --------- | ----------------- |  | ------------------- | ----- | ------------ |  | ------------------- | ------- | ---
|                                                              |  |                    |           |                   |  |                     |       |              |  | Number of          
|                                                              |  |                    |           |                   |  |                     |       |              |  | Securities         
|                                                              |  |                    |           |                   |  |                     |       |              |  | Remaining Available
|                                                              |  |                    |           |                   |  |                     |       |              |  | for Future Issuance
|                                                              |  | Name of Securities |           |                   |  |                     |       | Under Equity
|                                                              |  | to be Issued Upon  |           | Weighted-Average  |  | Compensation Plans 
|                                                              |  | Exercise of        |           | Exercise Price of |  | (Excluding         
|                                                              |  | Outstanding        |           | Outstanding       |  | Securities         
|                                                              |  | Options, Warrants  |           | Options, Warrants |  | Reflected in Column
|                                                              |  | and Rights (a)     |           | and Rights (b)    |  | (a)) (c)           
|                                                              |  |                    |           |                   |  |                    
|Equity compensation
plans approved by
security holders        |  |                    | 3,339,370 |                   |  | $                   | 9.83  |              |  |                     | 583,440 | (1)
|Equity compensation
plans not approved
by security holders(2) |  |                    | 1,932,198 |                   |  | $                   | 17.44 |              |  |                     |        |    
|                                                              |  |                    |           |                   |  |                     |       |              |  |                     |         |    
|Total                                                         |  |                    | 5,271,568 |                   |  | $                   | 12.62 |              |  |                     | 583,440 |    
|                                                              |  |                    |           |                   |  |                     |       |              |  |                     |         |    



---

|(1) |  | Excludes a total of 3,630,000 options available for automatic grant
under the Companys 2001 Plan on each annual meeting date
throughout the life of the option plans.                                                                                                                                                                                                                                                                          
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The equity compensation plans not approved by security holders
represent grants under our 2001 Stock Incentive Plan in excess of
options approved by the Companys stockholders. The
authorization of the excess shares will be obtained at the next
annual shareholders meeting. The Company believes approval of
the share authorization is probable since Fidelity owns approximately
66% of the outstanding shares of Company common stock.

12



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##### Table of Contents



Principal Stockholders

The following table sets forth certain information regarding beneficial
ownership of FNISs common stock. The following table sets forth certain
information regarding persons or entities known to the Company to be the
beneficial owner of more than 5% of the Companys common stock.

|                                                                       |                           |                 |                      |               |  |  |      |   | 
|---------------------------------------------------------------------- | ------------------------- | --------------- | -------------------- | ------------- |  |  | ---- | - | 
|                                                                       |                           |                 | Number of Beneficial |               |  |  |     
|Stockholder                                                            |                           | Shares Owned(1) |                      | Percentage(2)
|                                                                       |                           |                 |                      |              
|Fidelity National Financial,
Inc. and Chicago Title & Trust
Company(3) |                           |                 | 27,068,110           |               |  |  | 68.1 | %
|                                                                       | 4050 Calle Real, Ste. 220 |                 |                      |               |  |  |      |   | 
|                                                                       | Santa Barbara, CA 93110   |                 |                      |               |  |  |      |   | 



---

|(1) |  | Includes warrants to purchase 913,970 shares                                                   
|--- |  | -----------------------------------------------------------------------------------------------
|   
|(2) |  | Calculated based upon the number of shares of common stock
outstanding as of April 4, 2003.    
|   
|(3) |  | Chicago Title & Trust Company is a wholly-owned subsidiary of
Fidelity National Financial, Inc.

Management

The following table sets forth information regarding the beneficial
ownership of common stock and common stock equivalents of FNIS as of April 4,
2003, by (i) each director of the Company, (ii) the Companys Chief Executive
Officer and each of its four most highly compensated executives (the Named
Executive Officers) and (iii) all directors and executive officers of the
Company as a group. The information as to beneficial stock ownership is based
on data furnished by the person concerning whom such information is given.
Except as otherwise indicated, beneficial ownership includes both voting and
investment power. The address of all officers and directors is 4050 Calle Real,
Ste. 220, Santa Barbara, CA 93110.

|                                                                     |  |                  |         |           |  |       |           |                  |  |  |           |  |  |  |      |  
|-------------------------------------------------------------------- |  | ---------------- | ------- | --------- |  | ----- | --------- | ---------------- |  |  | --------- |  |  |  | ---- | -
|                                                                     |  | Number of Shares |         | Number of |  |       |           |                  |  |  |           | 
|                                                                     |  | Beneficially     |         | Options   |  |       |           |                  |  |  |           | 
|Name                                                                 |  | Owned            |         | Held(1)   |  | Total |           | Percent of Total
|                                                                     |  |                  |         |           |  |       |           |                 
|Directors                                                            |  |                  |         |           |  |       |           |                  |  |  |           |  |  |  |      |  
|William P. Foley, II                                                 |  |                  | 65,916  |           |  |       | 1,129,993 |                  |  |  | 1,195,909 |  |  |  | 2.93 | %
|Willie D. Davis                                                      |  |                  | 0       |           |  |       | 45,001    |                  |  |  | 45,001    |  |  |  | *    |  
|Richard J. Freeman                                                   |  |                  | 1,663   |           |  |       | 48,934    |                  |  |  | 50,597    |  |  |  | *    |  
|Earl Gallegos                                                        |  |                  | 0       |           |  |       | 47,861    |                  |  |  | 47,861    |  |  |  | *    |  
|Cary H. Thompson                                                     |  |                  | 0       |           |  |       | 31,668    |                  |  |  | 31,668    |  |  |  | *    |  
|Richard A.
Mendenhall                                                |  |                  | 0       |           |  |       | 0         |                  |  |  | 0         |  |  |  | *    |  
|Patrick F. Stone                                                     |  |                  | 20,000  |           |  |       | 472,405   |                  |  |  | 495,636   |  |  |  | 1.24 | %
|Executive Officers                                                   |  |                  |         |           |  |       |           |                  |  |  |           |  |  |  |      |  
|Dwayne M. Walker                                                     |  |                  | 5,208   |           |  |       | 98,334    |                  |  |  | 103,542   |  |  |  | *    |  
|Neil A. Johnson                                                      |  |                  | 71      |           |  |       | 75,002    |                  |  |  | 78,097    |  |  |  | *    |  
|Brian F. Hershkowitz                                                 |  |                  | 1,500   |           |  |       | 31,001    |                  |  |  | 32,721    |  |  |  | *    |  
|Ray O. Ferrarin                                                      |  |                  | 5,875   |           |  |       | 35,001    |                  |  |  | 40,876    |  |  |  | *    |  
|All current directors and executive
officers as a group (11 persons) |  |                  | 100,233 |           |  |       | 2,015,200 |                  |  |  | 2,128,575 |  |  |  | 4.17 | %



---

|* |  | Less than one percent (1%)
|- |  | --------------------------
| 
|  |  | (1)                       

13



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##### Table of Contents






Item 13. Certain Relationships and Related Transactions.

On April 29, 2002, we announced a tender offer for all of the outstanding
shares of Micro General Corporation (MGEN), a majority-owned subsidiary of
Fidelity National Financial, Inc. (Fidelity),
whereby each share of MGEN common stock would be exchanged for shares of
our common stock. We received over 90% of the outstanding MGEN shares in
response to this offer, which was closed on July 9, 2002. Also on July 9, 2002,
we acquired the remaining outstanding stock of MGEN through a short-form
merger. As a result of the tender offer and subsequent short-form merger MGEN
became our wholly-owned subsidiary. The tender offer and merger were based on a
fixed exchange ratio of .696 shares of our common stock for each share of MGEN
common stock. As a result, we issued 12,895,721 new shares of our common stock
to acquire MGEN.

In addition, subsequent to the merger of MGEN, Fidelity exercised its
option to convert a $5.3 million convertible note from MGEN into 403,120 shares
of our common stock.

In connection with our entering into the Credit Agreement, dated December
20, 2002, by and among FNIS, the lenders who are or may become a party to the
Credit Agreement, Wachovia Bank, National Association and U.S. Bank National
Association, FNIS agreed to subordinate its credit facility with Fidelity and
to convert the Fidelity obligation to an unsecured obligation. Accordingly,
FNIS and Fidelity entered into the Amended and Restated Revolving Credit
Agreement, dated December 19, 2002, and a Revolving Subordinated Promissory
Note dated December 19, 2002.

During 2002, FNIS paid $1.5 million to Fidelity for executive and general
management, accounting, legal, investment and administrative services provided
to FNIS under an agreement effective August 1, 2001.

We provide support services for TEAM and SIMON, real estate settlement
software solutions used by Fidelity and its affiliates. In addition, we have
been developing for Fidelity a new enterprise software solutions, NGS, which
will eventually replace TEAM and SIMON. Revenue derived from Fidelity and its
affiliates in connection with the development of NGS, supporting TEAM and SIMON
and providing other services during 2002 was $117.8 million. We also sell
certain data and other products to Fidelity. During 2002 these sales amounted
to $9.8 million.

We negotiated the rates we charge Fidelity under a Master Services
Agreement effective January 1, 2003 (MSA). The MSA outlines the scope of
services we provide to Fidelity and certain of the pricing and billing
arrangements. It requires that we provide services to Fidelity at prices no
higher than we charge to any direct competitor of Fidelity. Certain projects
are billed to Fidelity on a cost plus fixed percentage profit basis. The
remainder of the revenues from Fidelity are derived from the provision of a
variety of products and services that are billed under one of the following
methods: time and expenses, monthly maintenance, and fees based on per
transaction, per user, and per location. Subject to the provisions of the
agreement the current MSA expires December 31, 2003.

Mr. Thompson
is a Senior Managing Director with Bear Stearns & Co. Inc.
During 2002, Bear Stearns & Co. Inc. provided investment
advisory and brokerage services to FNIS, including acting as
investment advisor during our acquisition of Eastern Financial
Systems, Inc., for which Bear Stearns received fees in the amount of
approximately $750,000. Bear Stearns also provided services to
Fidelity, acting as co-manager of the Fidelity $250 million debt
placement in March 2003, for which Bear Stearns received fees in the
amount of approximately $400,000. In the opinion of management, the
terms of these transactions were fair to FNIS and Fidelity and
substantially the same as could have been obtained in transactions
with unaffiliated parties.

In 2003, the Company made advances to Dwayne Walker and Brian Hershkowitz
in the amounts of $200,000 and $74,000, respectively. These advances were made
against their respective bonuses due to them if they are employed by FNIS
through December 31, 2003.

14



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

FIDELITY NATIONAL INFORMATION
SOLUTIONS, INC.


By:  /s/ Neil A. JohnsonNeil A. Johnson
Executive Vice President and Chief Financial
Officer


Date: April 30, 2003

15



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##### Table of Contents






CERTIFICATIONS

I, Patrick F. Stone certify that:

1.     I have reviewed this annual report on Form 10-K/A of Fidelity National
Information Solutions, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;



| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

By:  /s/ Patrick F. StonePatrick F. StoneChief Executive Officer


April 30, 2003





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##### Table of Contents



CERTIFICATIONS

I, Neil A. Johnson, certify that:

1.     I have reviewed this annual report on Form 10-K/A of Fidelity National
Information Solutions, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;



| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

By:  /s/ Neil A. JohnsonNeil A. JohnsonChief Financial Officer and Executive VicePresident


April 30, 2003