exv10w17





Exhibit 10.17




AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDMENT (the “Amendment”) is effective as of February 4, 2010 and amends the July 2,
2008 Amended and Restated Employment Agreement (the “Agreement”) by and between FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation (the “Company”), and WILLIAM P. FOLEY, II (the “Employee”)
as follows:



     1. Other Compensation and Fringe Benefits. Section 5(d) of the Agreement is replaced
in its entirety with the following:




“Other Compensation and Fringe Benefits. In addition to any executive bonus,
pension, deferred compensation and long-term incentive plans which the Company or an
affiliate of the Company may from time to time make available to the Employee, the
Employee shall be entitled to the following during the Employment Term:




(d) an annual incentive bonus opportunity under the Company’s annual incentive plan
(“Annual Bonus Plan”) for each calendar year included in the Employment Term, with
such opportunity to be earned based upon attainment of performance objectives
established by the Committee (“Annual Bonus”). The Employee’s target Annual Bonus
under the Annual Bonus Plan shall be no less than 200% of the Employee’s Annual Base
Salary (collectively, the target and maximum are referred to as the “Annual Bonus
Opportunity”). The Employee’s Annual Bonus Opportunity may be periodically reviewed
and increased (but not decreased without the Employee’s express written consent) at
the discretion of the Committee. The Annual Bonus shall be paid no later than the
March 15th first following the calendar year to which the Annual Bonus
relates; and”



     2. Obligations of the Company Upon Termination. The preamble of Section 9(a), but not
subsections (i) — (v) of Section 9(a), of the Agreement is replaced in its entirety with the
following:




“Termination by the Company for a Reason Other than Cause, Death or Disability
or Termination by the Employee for Good Reason. If the Employee’s employment is
terminated by : (1) the Company for any reason other than Cause, Death or
Disability; or (2) the Employee for Good Reason:”



     3. Excise Taxes. Section 10 of the Agreement is replaced in its entirety with the
following:




“Excise Taxes. If any payments or benefits paid or provided or to be paid
or provided to the Employee or for Employee’s benefit pursuant to the terms of this
Agreement or otherwise in connection with, or arising out of, employment with the
Company or its subsidiaries or the termination thereof (a “Payment” and,
collectively, the “Payments”) would be subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), then Employee may elect for such Payments to be
reduced to one dollar less than the amount that would constitute a “parachute
payment” under Section 280G of the Code (the “Scaled Back



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Amount”). Any such election must be in writing and delivered to the Company within
thirty (30) days after the Date of Termination. If Employee does not elect to have
Payments reduced to the Scaled Back Amount, Employee shall be responsible for
payment of any Excise Tax resulting from the Payments and Employee shall not be
entitled to a gross-up payment under this Agreement or any other for such Excise
Tax. If the Payments are to be reduced, they shall be reduced in the following
order of priority: (i) first from cash compensation, (ii) next from equity
compensation, then (iii) pro-rata among all remaining Payments and benefits. To the
extent there is a question as to which Payments within any of the foregoing
categories are to be reduced first, the Payments that will produce the greatest
present value reduction in the Payments with the least reduction in economic value
provided to Employee shall be reduced first.”



     4. Definitions and Conflicts. All terms not specifically defined in this Amendment
shall have the same meaning as in the Agreement. In the event of a conflict between the terms of
this Amendment and the Agreement, this Amendment shall control.



     IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date
first set forth above.



	 	 	 	 	 
	 	FIDELITY NATIONAL FINANCIAL, INC.

 	 
	 	By:  	/s/
 Michael L. Gravelle 	 
	 	 	Its: 	Executive Vice President, General Counsel
and
Corporate Secretary  	 
	 	 	 	 
	 
	 	WILLIAM P. FOLEY, II

 	 
	 	/s/ William P. Foley, II
 	 
	 	 	 
	 	 	 
	 








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