General Counsel Employment Agreement

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October 24, 2006 (the "Effective Date"), by and between FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation (the "Company"), and PETER T. SADOWSKI (the "Employee"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:


1. Employment and Duties. Subject to the terms and conditions of this Agreement, the Company employs the Employee to serve in an executive capacity as Executive Vice President and General Counsel. Employee accepts such employment and agrees to undertake and discharge the duties, functions and responsibilities commensurate with the aforesaid position and such other duties and responsibilities as may be prescribed from time to time by the Chief Executive Officer or the Board of Directors of the Company (the "Board").


2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 7 (such term, including any extensions pursuant to the next sentence, the "Employment Term"). The Employment Term shall be extended automatically for one (1) additional year on the first anniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination of the Employment Term or the Employee's employment, the Employee and the Company agree that Sections 7 through 9 shall remain in effect until all parties' obligations and benefits are satisfied thereunder.


3. Salary. During the Employment Term, the Company shall pay the Employee an annual base salary, before deducting all applicable withholdings, of $440,000 per year, payable at the time and in the manner dictated by the Company's standard payroll policies. Such minimum annual base salary may be periodically reviewed and increased at the discretion of the Compensation Committee of the Board (the "Committee") to reflect, among other matters, cost of living increases and performance results (such annual base salary, including any increases pursuant to this Section 3, the "Annual Base Salary").


4. 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:


(a) the standard Company benefits enjoyed by the Company's other top
executives as a group;


(b) payment by the Company of the Employee's initiation and membership
dues in all social and/or recreational clubs as deemed necessary and
appropriate by the Company to maintain various business relationships
on behalf of the Company;


provided, however, that the Company shall not be obligated to pay for
any of the Employee's personal purchases and expenses at such clubs;


(c) medical and other insurance coverage (for the Employee and any covered
dependents) provided by the Company to its other top executives as a
group;


(d) supplemental disability insurance sufficient to provide two-thirds of
the Employee's pre-disability Annual Base Salary;


(e) 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 "bonus factor" or "bonus target"
under the Annual Bonus Plan shall be not less than 150% of the
Employee's Annual Base Salary. The Employee's "bonus factor" 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.
Unless provided otherwise herein or the Board determines otherwise, no
Annual Bonus shall be paid to the Employee unless the Employee is
employed by the Company, or an affiliate thereof, on the Annual Bonus
payment date; and


(f) participation in the Company's equity incentive plans.


5. Vacation. For and during each calendar year within the Employment Term, the Employee shall be entitled to reasonable paid vacation periods consistent with his positions with the Company and in accordance with the Company's standard policies, or as the Board may approve. In addition, the Employee shall be entitled to such holidays consistent with the Company's standard policies or as the Board or the Committee may approve.


6. Expense Reimbursement. In addition to the compensation and benefits provided herein, the Company shall, upon receipt of appropriate documentation, reimburse the Employee each month for his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business expenses to the extent such reimbursement is permitted under the Company's expense reimbursement policy.


7. Termination of Employment. The Company or the Employee may terminate the Employee's employment at any time and for any reason in accordance with subsection 7(a) below. The Employment Term shall be deemed to have ended on the last day of the Employee's employment. The Employment Term shall terminate automatically upon the Employee's death.


(a) Notice of Termination. Any purported termination of the Employee's
employment (other than by reason of death) shall be communicated by
written Notice of Termination (as defined herein) from one party
hereto to the other party hereto in accordance with the notice
provisions contained in Section 25. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice that indicates the Date of
Termination (as that term is defined in Section 7(b)) and,


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with respect to a termination due to Disability (as that term is
defined in Section 7(e)), Cause (as that term is defined in Section
7(d)) or Good Reason (as that term is defined in Section 7(f)), sets
forth in reasonable detail the facts and circumstances that are
alleged to provide a basis for such termination. A Notice of
Termination from the Company shall specify whether the termination is
with or without Cause or due to the Employee's Disability. A Notice of
Termination from the Employee shall specify whether the termination is
with or without Good Reason or due to Disability.


(b) Date of Termination. For purposes of this Agreement, "Date of
Termination" shall mean the date specified in the Notice of
Termination (but in no event shall such date be earlier than the 30th
day following the date the Notice of Termination is given, unless
expressly agreed to by the parties hereto) or the date of the
Employee's death.


(c) No Waiver. The failure to set forth any fact or circumstance in a
Notice of Termination, which fact or circumstance was not known to the
party giving the Notice of Termination when the notice was given,
shall not constitute a waiver of the right to assert such fact or
circumstance in an attempt to enforce any right under or provision of
this Agreement.


(d) Cause. For purposes of this Agreement, "Cause" means the Employee's
(i) persistent failure to perform duties consistent with a
commercially reasonable standard of care (other than due to a physical
or mental impairment or due to an action or inaction directed by the
Company that would otherwise constitute Good Reason); (ii) willful
neglect of duties (other than due to a physical or mental impairment
or due to an action or inaction directed by the Company that would
otherwise constitute Good Reason); (iii) conviction of, or pleading
nolo contendere to, criminal or other illegal activities involving
dishonesty; (iv) material breach of this Agreement; or (v) impeding,
or failing to materially cooperate with, an investigation authorized
by the Board. The Employee's termination for Cause shall be effective
when and if a resolution is duly adopted by an affirmative vote of at
least 3/4 of the Board (less the Employee), stating that, in the good
faith opinion of the Board, the Employee is guilty of the conduct
described in the Notice of Termination and such conduct constitutes
Cause under this Agreement; provided, however, that the Employee shall
have been given reasonable opportunity (i) to cure any act or omission
that constitutes Cause if capable of cure and (ii), together with
counsel, during the thirty (30) day period following the receipt by
the Employee of the Notice of Termination and prior to the adoption of
the Board's resolution, to be heard by the Board.


(e) Disability. For purposes of this Agreement, the Employee shall be
deemed to have a "Disability" if the Employee is entitled to long-term
disability benefits under the Company's long-term disability plan or
policy, as the case may be, as in effect on the Date of Termination.


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(f) Good Reason. For purposes of this Agreement, the term "Good Reason"
means the occurrence (without the Employee's express written consent)
during the Employment Term of any of the following acts or failures to
act by the Company:


(i) an adverse change in the Employee's title, the assignment to the
Employee of duties materially inconsistent with the Employee's
position of Executive Vice President and General Counsel, or a
substantial diminution in the Employee's authority;


(ii) the material breach by the Company of any of its other
obligations under this Agreement;


(iii) the Company gives the Employee notice of its intent not to
extend the Employment Term, any time during the one (1) year
period immediately following a Change in Control;


(iv) following a Change in Control, the relocation of the Employee's
primary place of employment to a location more than 50 miles from
the Employee's primary place of employment immediately prior to
the Change in Control; or


(v) the failure of the Company to obtain the assumption of this
Agreement as contemplated in Section 21.


Notwithstanding the foregoing, the Board placing the Employee on a paid leave for up to 60 days pending the determination of whether there is a basis to terminate the Employee for Cause, shall not constitute Good Reason. The Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no such event described above shall constitute Good Reason unless the Employee has given a Notice of Termination to the Company specifying the condition or event relied upon for such termination within ninety (90) days from the Employee's actual knowledge of the occurrence of such event and, if capable of cure, the Company has failed to cure the condition or event constituting Good Reason within the thirty (30) day period following receipt of the Employee's Notice of Termination.


8. Obligations of the Company upon Termination.


(a) Termination by the Company for other than Cause or Disability or
Termination by the Employee for Good Reason. If the Employee's
employment is terminated by the Company for any reason, other than
Cause or Disability or by the Employee for Good Reason:


(i) the Company shall pay to the Employee, (A) within five (5)
business days after the Date of Termination, any earned but
unpaid Annual Base Salary and any expense reimbursement payments
owed to the Employee, and (B) no later than March 15 of the year
in which the Date of Termination occurs, any earned but unpaid
Annual Bonus payments relating to the prior calendar year (the
"Accrued Obligations");


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(ii) the Company shall pay to the Employee, within thirty (30)
business days after the Date of Termination, a prorated Annual
Bonus based on (A) the target Annual Bonus opportunity in the
year in which the Date of Termination occurs or the prior year if
no target Annual Bonus opportunity has yet been determined and
(B) the fraction of the year the Employee was employed;


(iii) the Company shall pay to the Employee, within thirty (30)
business days after the Date of Termination, a lump-sum payment
equal to 200% of the sum of (x) the Employee's Annual Base Salary
in effect immediately prior to the Date of Termination
(disregarding any reduction in Annual Base Salary to which the
Employee did not expressly consent in writing) and (y) the
highest Annual Bonus paid to the Employee by the Company within
the three (3) years preceding his termination of employment or,
if higher, the target Annual Bonus opportunity in the year in
which the Date of Termination occurs;


(iv) all stock option, restricted stock and other equity-based
incentive awards granted by the Company that were outstanding but
not vested as of the Date of Termination shall become immediately
vested and/or payable, as the case may be; and


(v) for a three (3) year period after the Date of Termination, the
Company will provide or cause to be provided to the Employee (and
any covered dependents), with life and health insurance benefits
(but not disability insurance benefits) substantially similar to
those the Employee and any covered dependents were receiving
immediately prior to the Notice of Termination at the same level
of benefits and at the same dollar cost to the Employee as is
available to the Company's executive officers generally, provided
that the Employee's continued receipt of such benefits is
possible under the general terms and provisions of the applicable
plans and programs, and provided further, that such benefits
would not be taxable to the Employee or subject to Section 409A
of the Internal Revenue Code of 1986, as amended (the "Code"). In
the event that the Employee's participation in any such plan or
program is prohibited, the Company shall, at its expense, arrange
to provide the Employee with benefits substantially similar to
those which the Employee would otherwise have been entitled to
receive under such plans and programs from which his continued
participation is prohibited. If the Company arranges to provide
the Employee and covered dependents with life and health
insurance benefits, those benefits will be reduced to the extent
comparable benefits are received by, or made available to, the
Employee (at no greater cost to the Employee) by another employer
during the three (3) year period following the Employee's Date of
Termination. The Employee must report to the Company any such
benefits that he receives or that are made available. In lieu of
the benefits described in this Section 8(a)(v), the Company, in
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