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                                                                     Exhibit 4.3

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

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

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

                  1. The title of the Securities of the series is 5.25% Notes
         due March 15, 2013" (the "Notes"), CUSIP number 316326AD9.

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

                  3. The date on which the principal of the Notes is payable,
         unless accelerated pursuant to the Indenture, shall be March 15, 2013.

                  4. The rate at which the Notes shall bear interest shall be
         5.25% per annum.

                  5. The date from which interest shall accrue on the Notes
         shall be March 11, 2003.

                  6. The Interest Payment Dates on which interest on the Notes
         shall be payable are March 15 and September 15. The initial Interest
         Payment Date shall be September 15, 2003. The Regular Record Dates for
         the interest payable on the Notes on any Interest Payment Date shall be
         the March 1 and September 1, as the case may be, immediately preceding
         such Interest Payment Date. Interest on the Notes shall be payable to
         the persons in whose name the Notes are registered at the close of
         business on the Regular Record Date (as defined in the Indenture) for
         such interest payment, except that


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         interest payable on March 15, 2013 shall be payable to the persons to
         whom principal is payable on such date.

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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




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

                  (b) Liens for taxes, fees, assessments or other governmental
         charges which are not delinquent or remain payable without penalty, or
         to the extent that non-payment thereof is being contested in good faith
         and by proper proceedings, if the Company or the applicable Restricted
         Subsidiary has maintained adequate reserves (in the good faith judgment
         of the management of the Company) with respect thereto in accordance
         with GAAP;

                  (c) carriers', warehousemen' s, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty or which are being contested in good faith by
         appropriate proceedings diligently prosecuted;

                  (d) Liens existing on August 20, 2001;

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

                  (f) Liens consisting of judgment or judicial attachment Liens
         (other than arising as a result of claims under or related to insurance
         contracts or policies, retrocession agreements or reinsurance
         agreements); provided that the enforcement of such Liens is effectively
         stayed or fully covered by insurance and all such Liens in the
         aggregate at any time outstanding for the Company and its Restricted
         Subsidiaries do not exceed $20,000,000;

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

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

                  (i) Liens arising as a result of claims under or related to
         insurance contracts or policies, reinsurance agreements or retrocession
         agreements in the ordinary course of business, or securing Debt of
         Restricted Subsidiaries in the




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         insurance business incurred or assumed in connection with the
         settlement of claim losses in the ordinary course of business of such
         Restricted Subsidiaries;

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

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

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

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

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

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

         "(4) default in the payment when due of amounts payable under any bond,
note, debenture or other evidence of Debt of the Company (including such default
with respect to any other series of Securities), or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any Debt of the Company, whether such Debt exists on
the date of this Indenture or shall hereafter be incurred or created, in an
aggregate amount exceeding $20,000,000, or default under any such evidence of
Debt (including default with respect to any other series of Securities), or
under any such other instrument, which results in such Debt in an aggregate
principal amount exceeding $20,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, and such outstanding amount shall not be paid in full, such
acceleration






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         shall not be rescinded or annulled or such Debt shall not be paid in
         full, or there shall not be deposited into trust a sum of money
         sufficient to pay in full such outstanding amount or such Debt, within
         a period of 10 days after there shall have been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Notes a written notice specifying such default and requiring the
         Company to cause such outstanding amount to be paid in full, such
         acceleration to be rescinded or annulled, or such Debt to be paid in
         full, or to deposit into trust a sum of money sufficient to pay in full
         such outstanding amount or Debt and stating that such notice is a
         "Notice of Default" hereunder;"

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

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

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


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

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

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

                  F. The undersigned, by execution of this Certificate, hereby
certify the actions taken by the Board of Directors of the Company and the duly
authorized committees thereof in determining and setting the specific terms of
the Notes and hereby further certify that attached hereto as Exhibits A and B,
respectively, are (i) copies of resolutions duly adopted by the Board of
Directors of the Company on January 28, 2003 and by duly authorized committees
thereof on March 5, 2003 and March 6, 2003 pursuant to which the terms of the
Notes set forth above have been established and (ii) the form of global Security
representing the Notes as duly approved by the Board of Directors of the Company
and such committees.

                  [Remainder of page intentionally left blank]




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         IN WITNESS WHEREOF, I have hereunto set my hand as of this 1lth day of
March, 2003.




                                    /s/ ALAN L. STINSON
                                    -------------------
                                    Alan L. Stinson
                                    Executive Vice President and
                                    Chief Financial Officer


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



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                                   EXHIBIT A
                                 [Resolutions]


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                                   EXHIBIT B
                           [Form of Global Security]