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EXHIBIT(10)(c)
Amendment No. 3
to
The First American Financial Corporation
1997 Directors' Stock Plan
This Amendment No. 3 to The First American Financial Corporation 1997 Directors'
Stock Plan (the "Plan") was authorized by the Board of Directors of said
corporation on June 22, 2000. This amendment is effective as of May 12, 2000,
and is made for the purpose of reflecting the change in the name of the sponsor
of the Plan (the "Company" as defined therein) from "The First American
Financial Corporation" to "The First American Corporation," which change became
effective on said date.
1. Section 1 of the Plan is amended to read in full as follows:
PURPOSE
The purpose of The First American Corporation 1997
Directors' Stock Plan (the "Plan") is to maintain the
ability of The First American Corporation (the "Company") to
attract and retain the services of experienced and highly
qualified individuals to serve as directors of the Company
and to create a proprietary interest of such directors in
the Company's continued success.
2. All references to the name of the Plan that are made in the Plan document
and in any previous amendment thereto shall be deemed to refer to the new
name of the Plan as set forth in this Amendment No. 3.
3. Except as amended above, the Plan as in effect prior to this amendment
shall continue unchanged.
In Witness Whereof, the Company's duly authorized officers have executed this
amendment at Santa Ana, California, on July 19, 2000.
The First American Corporation
By: /s/ Parker S. Kennedy, President
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Parker S. Kennedy, President
By: /s/ Mark R Arnesen, Secretary
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Mark R Arnesen, Secretary
