1
Exhibit 1
Conformed Copy
XXXXX X. XXXXX
00 XXXX XXXX XXXXXX
X.X. XXX 00
XXXXXXX, X.X. 00000
August 1, 1999
Fidelity National Financial, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 1, 1999, by and between Fidelity National
Financial, Inc., a Delaware corporation ("Fidelity"), and Chicago Title
Corporation, a Delaware corporation (the "Company").
As an inducement to Fidelity to enter into the Merger Agreement, the
undersigned stockholder of the Company hereby agrees, for a period ending upon
the earlier of the consummation of the transactions contemplated by the Merger
Agreement or the termination of the Merger Agreement, to vote all shares of
common stock, par value $1.00 per share, of the Company over which he exercises
voting power in a non-fiduciary capacity at the meeting of the stockholders of
the Company called by the Company for the purpose of seeking approval and
adoption of the Merger Agreement and the transactions contemplated thereby, in
favor of such approval and adoption, with the exception of those shares for
which I hold a power of attorney which by mutual agreement are voted by the
beneficial owner.
This letter agreement shall terminate, and be of no further force and effect,
in the event that the Merger Agreement is amended so that the terms thereof, in
the undersigned's reasonable judgment, are less favorable to the stockholders of
the Company.
Very truly yours,
/s/ Xxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxx, Xx.
