FIDELITY NATIONAL FINANCIAL PURCHASES CHICAGO TITLE

Fidelity National Financial, Inc. (NYSE: FNF) announced that it has signed a definitive agreement to purchase Chicago Title Corporation (NYSE: CTZ) for approximately $1.2 billion or $52.00 per share of Chicago Title common stock using approximately equal amounts of cash and stock. The agreement has been approved by the boards of both companies.

"The addition of Chicago Title's operations, products and skills to Fidelity's industry leading productivity strengths will result in the creation of a preeminent competitor in the title insurance industry. The new company will also be a premier player in the rapidly growing area for real estate information services, accommodating customers that may desire "one-stop-shopping" for all of their service needs," said William P. Foley II, Chairman and Chief Executive Officer of Fidelity.

"Following the closing of the transaction, we fully intend to maintain the Chicago Title and Fidelity National title insurance brands and run the two operations separately. This will allow Chicago Title employees and customers to enjoy the expanded benefits and opportunities of being a part of a market leader, without losing any of the qualities that make Chicago Title such a successful company," he continued. Frank P. Willey, President of Fidelity, stated, "This merger is an indication of Fidelity's desire to be a key player in the title industry. Fidelity will have a significant presence in many of the largest states including California, Texas, New York, Florida and Illinois. Fidelity will also be one of the largest agency and commercial and industrial underwriters."

The transaction is subject to approval by the stockholders of Chicago Title and Fidelity, requisite regulatory authorities and other customary conditions and is expected to be completed in the first quarter of 2000. The combined company, which will have the Fidelity National Financial name, will have approximately 1000 office locations across the country and a gross revenue base (including agency revenue) of over $3.2 billion based on 1998 data. This transaction more than doubles the size of Fidelity and puts it at the forefront of the title insurance industry. Based on 1998 combined title revenue levels, Fidelity National Financial will be the largest title insurance company in the United States.

Patrick F. Stone, Chief Operating Officer of Fidelity, added, "Through Fidelity's Real EC initiative and Chicago Title's Electronic Spine network, the combined entity will be at the forefront of electronic commerce. Our goal is to leverage the resources and technological capabilities of the new company to ensure an industry leading position in efficiently providing transaction services to our customers. We are confident in our ability to set a new standard of timeliness, accuracy and cost effectiveness in the production and distribution of all real estate related products. This merger should be viewed as a milestone in the transformation of the old paradigm of loosely related service providers to a new era of electronic integration. Our unparalleled combination of title and escrow services, real estate related services and automation will fully respond to the ever changing needs of customers that require one convenient online platform."

John Rau, President and Chief Executive Officer of Chicago Title, said, "Chicago Title and Fidelity have very complementary business mixes and market positions. These factors, as well as the good fit between Chicago Title and Fidelity management, will enable us to capture the value created by the merger. We are especially excited by the benefits this creates for our agents and the opportunity it gives our employees. We want them and everyone to know that we are fully dedicated to making the merger work and will continue to do the things that have made Chicago Title a premier title insurer. Chicago Title will be maintaining a significant presence in Chicago since there is little overlap in title or real estate information and technology services here." Mr. Foley will continue as Chairman and Chief Executive Officer of Fidelity National Financial and Mr. Rau, after helping to counsel the integration effort, plans to relinquish any day-to-day operating role. As part of Fidelity's ongoing commitment to Chicago, Mr. Rau will remain as chairman of the CT&T Foundation and ensure its continued support of the city's institutions. Mr. Rau said, "This transaction completes the four objectives I had when Alleghany hired me in 1996: create liquidity for stockholders; enhance the value of

Chicago Title; position it as an industry leader; and establish a successor management team. I've known Bill and Pat since I entered the industry and they will do a great job of giving our employees the opportunity to be part of the industry's best organization." Fidelity National Financial has further announced that it has obtained a fully underwritten commitment from Bank of America N.A. to provide $800 million of Senior Credit Facilities in connection with the Company's acquisition of Chicago Title Corporation. The Facilities will be comprised of a $100 million 18-month revolving credit facility, a $250 million 6-year revolving credit facility and a $450 million term loan facility amortizing over a 6-year period. The Facilities will bear interest at a rate equal to LIBOR plus an applicable margin.

The proceeds from the Facilities will be used (i) to pay the cash portion of the purchase price for Chicago Title pursuant to the merger agreement, (ii) to refinance certain existing indebtedness, (iii) to pay fees and expenses incurred in connection with the merger and (iv) to fund other general corporate purposes of the merged companies.

``We're pleased to have Bank of America as our financing partner for the Chicago Title transaction,'' said William P. Foley, II, Fidelity's Chairman and Chief Executive Officer. ``The financing commitment brings added certainty to the consummation of our merger with Chicago Title, and the tremendous interest shown by the financial community in providing funding for the acquisition reaffirms the strategic and financial benefits of the transaction.''

Patrick F. Stone, Chief Operating Officer of Fidelity, added, ``A Transition Committee comprised of senior executives of Fidelity and Chicago Title has been meeting regularly and has made significant progress in addressing merger related integration issues. We remain confident in achieving our preliminary pre-tax synergies targets of $65 to $70 million within the first year and approximately $100 million by the end of the second year. There is no question the addition of Chicago Title's complimentary operations, products and skills to Fidelity's industry leading productivity will create the preeminent competitor in the title insurance industry.''