Amendment No. 6 To Executive Supplemental Benefit Plan

Exhibit 10 (b)


AMENDMENT NO. 6

TO


The First American Corporation


EXECUTIVE SUPPLEMENTAL BENEFIT PLAN


This Amendment No. 6 to The First American Corporation Executive Supplemental Benefit Plan (hereinafter referred to as the " Plan" ) is effective as of September 1, 2005, and modifies such Plan as set forth below:


A new Section 5(e) is added to the Plan to read in full as follows:


(e) Forfeiture in The Event of Competition


(i) In the event an Executive who has not attained his Early Retirement Date prior to September 1, 2005, engages in Competition (as defined below) with the Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall forfeit all right, title and interest in and to any benefits payable under the Plan.

(ii) In the event an Executive who has attained his Early Retirement Date but has not attained his Normal Retirement Date prior to September 1, 2005, engages in Competition with the Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall not be entitled to receive the Retirement Income Benefit described in Section 3(b) and shall not accrue any additional benefits pursuant to the terms of the Plan on or after September 1, 2005, including, without limitation, (A) increases in accrued Retirement Income Benefits attributable to inclusion of any Covered Compensation received subsequent to said date in the determination of such Executive' s Final Average Compensation or (B) elimination of Early Retirement reductions pursuant to Section 3(c). Any such benefits vested prior to September 1, 2005, with respect to an Executive who would be entitled to receive a Retirement Income Benefit under Section 3(c) had he or she retired prior to said date shall not be forfeited or reduced in the event such Executive engages in Competition.


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(iii) For purposes of this Section 5(e), Competition shall mean any of the following, whether occurring during or after the end of the Executive' s employment with the Employer:

(A) the Executive' s Involvement (as defined below) in or with a Competing Business (as defined below);

(B) the misappropriation, sale, transfer, use or disclosure of the Employer' s trade secret, confidential or proprietary information;

(C) any action or attempt by the Executive, directly or indirectly, either for himself/herself or for any other person or entity, to recruit or solicit for hire any employee, officer, director, consultant, independent contractor or other personnel of the Employer, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer; or


(D) any action or attempt by the Executive, directly or indirectly, either for himself/herself or for any other person or entity, to solicit or induce any customer or potential customer of the Employer to cease or not commence doing business, in whole or in part, with or through the Employer, or to do business with any other person, firm, partnership, corporation or any Competing Business.

(iv) A " Competing Business" means any individual (including the Executive), person, sole proprietorship, joint venture, partnership, corporation, limited liability company, busi ...