exv4w4



 






Exhibit 4.4



THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	No. 1
	 	CUSIP No.: 31620RAB1






FORM OF 5.25% NOTE DUE MARCH 15, 2013




          FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation, promises to pay to CEDE & CO., or
registered assigns, the principal sum of Two Hundred and Fifty Million Dollars ($250,000,000) on
March 15, 2013.




Interest Payment Dates: March 15 and September 15




Regular Record Dates: March 1 and September 1




Authenticated: January       , 2006




Dated: January       , 2006




	 	 	 	 	 	 	 
	FIDELITY NATIONAL TITLE GROUP, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
















 






Certificate of Authentication




     The Bank of New York Trust Company, N.A., as Trustee, certifies that this is one of the
Securities described in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	 	 	     as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






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FIDELITY NATIONAL TITLE GROUP, INC.




5.25% NOTE DUE MARCH 15, 2013




     1. INTEREST. Fidelity National Title Group, Inc., a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at the rate of 5.25% per annum.
The Company shall pay interest semiannually on March 15 and September 15 of each year (each an
“Interest Payment Date”), commencing March 15, 2006, until the principal is paid or made available
for payment. Interest on this Security will accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid, from the later of September 15,
2005 and the last date for which interest was paid on the 5.25% Fidelity National Financial, Inc.
note due March 15, 2013 (CUSIP No. 316326AD9), for which this Security was exchanged. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.



     2. METHOD OF PAYMENT. The Company shall pay interest on this Security (except defaulted
interest, if any, which shall be paid on such special payment date as may be fixed by the Company
to Holders of record on such special record date as may be fixed by the Company) to the persons who
are registered Holders at the close of business on the March 1 or September 1 immediately preceding
any Interest Payment Date, except that interest payable on March 15, 2013 shall be payable to the
persons to whom principal is payable on such date. A holder must surrender this Security to a
Paying Agent to collect principal payments. The Company shall pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of public and private
debts.



     3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Trust Company, N.A. (the
“Trustee”) shall act as Paying Agent and Registrar. The Company may change or appoint any Paying
Agent, Registrar or co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.



     4. INDENTURE. The Company issued this Security under an Indenture dated as of December 8,
2005 between the Company and the Trustee, as amended by a First Supplemental Indenture dated as of
January 6, 2006 (as so amended and as it may be further amended, the “Indenture”). The terms of
this Security include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date of the Indenture.
This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement thereof. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture.



          The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Fidelity National Title Group, Inc., 601 Riverside Avenue,
Jacksonville, Florida 32204, Attention: Corporate Secretary.




     5. PERSONS DEEMED OWNERS. The registered Holder or Holders of this Security shall be treated
as owners of it for all purposes.



     6. OPTIONAL REDEMPTION. This Security is redeemable at the option of the Company, at any time
in whole or from time to time in part, at a price (the “Redemption Price”)



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equal to the greater of (i) 100% of the principal amount of this Security to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the principal amount of this Security to be redeemed, exclusive of interest accrued to the date of
redemption (the “Redemption Date”), discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus
30 basis points, plus accrued and unpaid interest thereon to the Redemption Date. The principal
amount of this Security called for redemption shall become due on the Redemption Date.



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





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




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




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




if Telerate Page 500, or any successor page, is not displayed or does not contain
bid and/or asked prices for the Comparable Treasury Issue at that time, the average
of the Reference Treasury Dealer Quotations obtained by the Trustee for that
Redemption Date, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or, if the Trustee is unable to obtain at least four such
Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations obtained by the Trustee.




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




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




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, an average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue for this Security, expressed in each case as
a percentage of its principal amount, quoted in writing to the Trustee by the



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Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding the Redemption Date.




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



     7. UNCLAIMED MONEY. If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company at its request.
After that, Holders entitled to the money must look to the Company for payment unless an abandoned
property law designates another person.



     8. AMENDMENT, SUPPLEMENT. Subject to certain exceptions, the Indenture or this Security may
be amended or supplemented with the consent of at least a majority in aggregate principal amount of
the Holders affected by the amendment. Without the consent of any Holder, the Company and the
Trustee may amend or supplement the Indenture or this Security to, among other things, cure any
ambiguity, defect or inconsistency, to create another series of Securities and establish its terms
or to make any other change, provided such action does not adversely affect the rights of any
Holder.



     9. DEFAULTS AND REMEDIES. This Security has the Events of Default set forth in Sections
5.1(1), (2), (3), (4), (5) and (6) of the Indenture.



          If an Event of Default with respect to this Security occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of this Security, by written notice to
the Company (and, if given by the Holders, to the Trustee), may declare the principal of and
accrued interest, if any, on the aggregate principal amount of this Security to be due and payable,
and upon any such declaration such principal and interest, if any, shall be immediately due and
payable.




          At any time after such a declaration of acceleration with respect to this Security has been
made and before a judgment or decree for payment of the money due has been obtained by the Trustee
as provided in the Indenture, the Holders of a majority in aggregate principal amount of this
Security, by written notice to the Trustee, may rescind and annul such declaration and its
consequences as provided in the Indenture.




          The Holders of a majority in aggregate principal amount of this Security by written notice to
the Trustee may waive any past Default or Event of Default with respect to this Security and its
consequences except (a) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on, this Security or (b) in respect of a covenant or provision hereof
which pursuant to the Indenture cannot be amended or modified without the consent of each Holder of
this Security. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured.




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     10. AMOUNT UNLIMITED. The aggregate principal amount of Securities which may be authenticated
and delivered under the Indenture is unlimited. The Securities may be issued from time to time in
one or more series. The Company may from time to time, without the consent of the existing Holders
of this Security, issue additional Securities of the series of which this Security is a part on
substantially the same terms and conditions as those of this Security.



     11. SUCCESSOR CORPORATION. When a successor corporation assumes all the obligations of its
predecessor under this Security and the Indenture under Article 7 of the Indenture, the predecessor
corporation shall be released from those obligations.



     12. TRUSTEE DEALINGS WITH COMPANY. The Bank of New York Trust Company, N.A., as Trustee under
the Indenture, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its affiliates, and may otherwise deal with the Company or
its affiliates, as if it were not Trustee.



     13. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under this Security or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting this Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of this Security.



     14. DISCHARGE OF INDENTURE. The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if set forth herein.



     15. AUTHENTICATION. This Security shall not be valid until the Trustee signs the certificate
of authentication on the other side of this Security.



     16. GOVERNING LAW. This Security shall be governed by and construed in accordance with the
internal laws of the State of New York.



     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



[Remainder of Page Intentionally Left Blank]





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ASSIGNMENT FORM




     If you the Holder want to assign this Security, fill in the form below: I or we assign and
transfer this Security to



(Insert assignee’s social security or tax ID number)




 






 






	 	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	(Print or type assignee’s name, address, and zip code)







	 	 	 
	and irrevocably appoint,
	 	 
	 

	 	 
	 
	 	 
	 





agent to transfer this Security on the books of the Company. The agent may substitute another to
act for him.



	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 
	Your signature:	 	 
	 
	 	 	 	 
	 	 	 





(Sign exactly as your name appears

on the other side of this Security)

Signature

Guarantee:                                         





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