Amend. No. 3 To Executive Supplemental Benefit Plan

EXHIBIT (10)(d)
Composite Conformed Copy


AMENDMENT NO. 3


TO


The First American Financial Corporation


EXECUTIVE SUPPLEMENTAL BENEFIT PLAN


This Amendment No. 3 to The First American Financial Corporation Executive Supplemental Benefit Plan (hereinafter referred to as the "Plan") is effective as of January 1, 1998 and modifies such Plan as set forth below:


Section 2(q) of the Plan is amended to read in full as follows:


(q) "Joint and Survivor Annuity" means an annuity for the life of the
Participant and, after his death, a reduced annuity ("survivor annuity")
for the life of the Participant's surviving spouse, if any. "Surviving
spouse" means the Participant's spouse to whom the Participant was
married at the time benefits began and who is living at the time of the
Participant's death after the benefit commenced. The monthly payment
under the survivor annuity shall be equal to 50% of the amount of the
monthly payment made to the Participant during their joint lives if the
surviving spouse is not more than five years younger, or is older, than
the Participant at the time benefit ...