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                                                                     Exhibit 4.2


                                 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 "7.30% Notes
         due August 15, 2011" (the "Notes"), CUSIP number 316326AC1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           (d) Liens existing on August 20, 2001;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

                  F. The undersigned, by execution of this Certificate, hereby
certify the actions taken by the Board of Directors of the Company and the duly
authorized committee thereof in determining and setting the specific terms of
the Notes and hereby further certify that attached hereto as Exhibits A and B,
respectively, are a copy of resolutions duly adopted by the Board of Directors
of the Company on August 10, 2001 and a duly authorized committee thereof on
August 13, 2001 pursuant to which the terms of the Notes set forth above have
been established and the form of global Security representing the Notes as duly
approved by the Board of Directors of the Company and such committee.

                  [Remainder of page intentionally left blank]

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


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


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



                                      S-1
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                                   EXHIBIT A

                                 [Resolutions]




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                                   EXHIBIT B

                           [Form of Global Security]