Executive Supplemental Benefit Plan Dated April 10, 1986

EXHIBIT (10) (b)

THE FIRST AMERICAN FINANCIAL CORPORATION

EXECUTIVE SUPPLEMENTAL BENEFIT PLAN

THE FIRST AMERICAN FINANCIAL CORPORATION EXECUTIVE SUPPLEMENTAL BENEFIT PLAN

This Executive Supplemental Benefit Plan (hereinafter referred to as the " Plan" ) has been adopted by the Board of Directors of The First American Financial Corporation (hereinafter referred to as " First American" ), effective as of July 1, 1985.

1. Purpose

The purpose of the Plan is to provide supplemental retirement income and death benefits for certain Executives (hereinafter defined).

2. Definitions

The following definitions, set forth in alphabetical order, are used throughout the Plan. Whenever words or phrases have initial capital letters in the Plan, a special definition for those words or phrases is set forth below.

(a) " Basic Plan" means the First American Financial Corporation Pension Plan, as amended from time to time, which is a defined benefit pension plan qualified under Section 401(a) of the Code. (b) " Beneficiary" means the person, persons or entity designated by the Executive to receive distribution of certain death benefits under the Plan in the event of the Executive' s death.

(c) " Board of Directors" means the Board of Directors of First American.

(d) " Change in Control" means: (i) The acquisition by any person, entity or " group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) as beneficial owner, directly or indirectly, of securities of First American representing 25% or more of the combined voting power of the then outstanding securities of First American.

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(ii) A change, during any period of two consecutive years, of a majority of the Board of Directors as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period; or

(iii) Any other event constituting a change in control required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Act of 1934.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by reason of the acquisition of First American securities by First American, any entity controlled by First American or any plan sponsored by the Employer which is qualified under Section 401(a) of the Code.

(e) " Code" means the Internal Revenue Code of 1954, as amended. (f) " Committee" means the Compensation Committee appointed by the Board of Directors, or any other Committee appointed by the Board of Directors to administer this Plan.

(g) " Covered Compensation" means base salary, cash bonus and stock bonus (valued and included as of the date of award), but excluding any other form of remuneration. If an Executive dies or becomes Disabled, his Covered Compensation for that calendar year shall be defined as the Covered Compensation received through the date of death or disability, respectively, and no compensation received thereafter shall be considered Covered Compensation.

(h) " Disability Plan" means the insured long-term disability plan maintained by the Employer which covers the Executives. (i) " Disabled" means unable to perform substantially all of the material duties of ones regular position because of bodily injury sustained or disease originating after the date of such person s designation as an Executive under this Plan. Notwithstanding the foregoing:

(i) After an Executive has been Disabled as defined above for a continuous period of 24 months, he will cease to be considered Disabled unless he is unable to perform any occupation for which he is reasonably fitted by education, training or experience because of such bodily injury or sickness; and

(ii) An Executive is not Disabled at any time that he is working for pay or profit; at any occupation.


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(j) " Early Retirement Date" means the later of a Participant' s

(i) 55th birthday;

(ii) Completion of 10 Years of Credited Service; and

(iii) Completion of 5 years as an Executive (which requirement may be waived by the Board of Directors or the Committee).

(k) " Employer" means First American, its subsidiaries and other corporations it controls.

(l) " ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

(m) " Executive" means a management or highly compensated employee of the Employer who has been specifically designated by the Board of Directors or the Committee as eligible to become a Participant in this Plan.

(n) " Final Average Compensation" means an Executive' s average Covered Compensation during the three calendar years included in his last ten years of employment in which such Covered Compensation is the highest. (o) " Good Cause" means the failure to substantially perform the duties of ones employment due to intentional and willful disregard or carelessness, or the commission of an intentional act evidencing a substantial disregard of the interests of the employer or dishonesty.

(p) " In Pay Status" means, with respect to a benefit, that a Participant or Beneficiary has met all of the requirements to receive such benefit and it is being paid or is about to be paid to such Participant or Beneficiary.

(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. 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 spouse is not more than five years younger, or is older, than the Participant. If the spouse is more than five years younger than the Participant, the survivor annuity will be determined with reference to the actual age of the spouse and reduced to produce the actuarial equivalent of a 50% survivor annuity for a spouse who is five years younger than the Participant.


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(r) " Normal Retirement Date" means the last day of the month coinciding with or next following the later of a Participants:

(i) 65th birthday; or (ii) Completion of 10 Years of Credited Service (which requirement may be waived by the Board of Directors or the Committee).

(s) " Participant" means an Executive who has met all of the requirements to receive a benefit hereunder and who is receiving or is about to receive such benefit.

(t) " Pre-Retirement Death Benefit" means the benefit payable to the Beneficiary of a Participant who dies prior to commencement of his Retirement Income Benefit, as described in Section 4.

(u) " Retirement Income Benefit" means the benefit described in Section 3.

(v) " Year of Credited Service" means a 12-consecutive month period commencing on a Participants date of hire by the Employer and anniversaries thereof, during which the Participant is credited with at least the amount of service necessary under the Basic Plan to accrue an additional years benefit thereunder. In making this determination, the provisions of Section 6(c) relating to leaves of absence shall control over any contrary provisions in the Basic Plan. 3. Retirement Income Benefits

(a) Eligibility to Participate

Subject to subsection (e), each Executive who either: (i) Reaches Normal Retirement Age while employed by the Employer and retires on or after such date; or (ii) Retires on or after Early Retirement Date but prior to reaching Normal Retirement Date shall become a Participant in the Retirement Income Benefit portion of this Plan upon such retirement.

(b) Normal Retirement A Participant who retires on his Normal Retirement Date shall be entitled to a Retirement Income Benefit in the form of a Joint and Survivor Annuity commencing on the last day of the month following the month in which his Normal Retirement Date occurs, with payments for the joint lives of the Participant and his spouse equal to 35% of his Final Average Compensation.


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(c) Early Retirement A Participant who retires prior to his Normal Retirement Date, but after reaching his Early Retirement Date, shall be entitled to a Retirement Income Benefit payable in the form of a Joint and Survivor Annuity commencing on the last day of the month following the month in which his retirement occurs with payments for the joint lives of the Participant and his spouse equal to:

(i) The Retirement Income Benefit that the Participant would have received under Section 3(b) had his actual retirement date been his Normal Retirement Date;

(ii) Reduced by 5% for each year by which his actual retirement precedes his Normal Retirement Date, not to exceed a total reduction of 50%.

(d) Deferred Retirement A Participant who retires after his Normal Retirement Date shall be entitled to a Retirement Income Benefit in the form of a Joint and Survivor Annuity equal to the Retirement Income Benefit he would have received had he retired on his Normal Retirement Date (without regard to compensation received or service performed after his Normal Retirement Date), increased for each Year of Credited Service or fraction thereof between his Normal Retirement Date and actual retirement date (not to exceed 5 such years) at the rate of 5% per annum, compounded annually. Payment shall commence on the last day of the month following the month in which his retirement occurs.

(e) Change in Control (i) All Executives shall be 100% vested in all of their benefits upon a Change in Control. Such benefits shall be determined in accordance with the provisions of the Plan as in effect on the date of the Change in Control, regardless of subsequent amendments or termination of the Plan.


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(ii) Notwithstanding any other provision of the Plan, an Executive who terminates employment after a Change in Control, but prior to his Normal Retirement Date, shall be entitled to a Retirement Income Benefit in the form of a Joint and Survivor Annuity commencing on the first day of the month following termination of employment with payments for the joint lives of the Participant and his spouse calculated as follows:

(A) If the Executive terminates employment on or after his Early Retirement Date, the benefit shall be equal to the Retirement Income Benefit that ...