First American Financial Corp (Form: 8-K, Received: 06/01/2010 12:29:37)

FIRST AMERICAN FINANCIAL CORPORATION

Date: June 1, 2010

/s/ Kenneth D. DeGiorgio

Kenneth D. DeGiorgio

Executive Vice President and General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 27, 2010

FIRST AMERICAN FINANCIAL

CORPORATION

(Exact Name of the Registrant as Specified in Charter)


Delaware	001-34580	26-1911571
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 First American Way, Santa Ana, California		92707-5913
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (714) 250-3000

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2010, The First American Corporation (“FAC”) completed a transaction (the “Separation”) by which it separated into two independent, publicly traded companies through the distribution (the “Distribution”) of all of the outstanding shares of its subsidiary, First American Financial Corporation (the “Company”), to the holders of FAC’s common shares as of May 26, 2010 (the “Record Date Shareholders”). After the Distribution, the Company owned the businesses that comprised FAC’s financial services businesses and FAC retained its information solutions businesses. On June 1, 2010, FAC will reincorporate in the state of Delaware and assume the name CoreLogic, Inc. (“CoreLogic”).

To effect the Separation, FAC and the Company entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) that governs the rights and obligations of the Company and CoreLogic regarding the Distribution. It also governs the relationship between the Company and CoreLogic subsequent to the completion of the Separation and provides for the allocation between the Company and CoreLogic of FAC’s assets and liabilities. In connection with the Separation, the Company and FAC also entered into a Tax Sharing Agreement, dated June 1, 2010 (the “Tax Sharing Agreement”) and FAC issued a promissory note to the Company, dated June 1, 2010 (the “Promissory Note”).

The summary in this Item 1.01 of the Separation and Distribution Agreement, Tax Sharing Agreement and Promissory Note, as defined below, is qualified in its entirety by reference to the complete terms and conditions of such agreements attached as Exhibits 10.1, 10.2 and 10.3, respectively.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth the Company’s agreements with FAC regarding the principal transactions necessary to separate the Company from FAC. It also sets forth the terms of other agreements that govern certain aspects of CoreLogic’s relationship with the Company after the completion of the Separation.

Transfer of Assets and Assumption of Liabilities

The Separation and Distribution Agreement identifies assets, liabilities and contracts to be allocated between CoreLogic and the Company as part of the Separation and describes the transfers, assumptions and assignments of these assets, liabilities and contracts. In particular, the Separation and Distribution Agreement provides that, subject to the terms and conditions contained in the Separation and Distribution Agreement:

•

All of the assets and liabilities primarily related to the Company’s business—primarily the business and operations of FAC’s title insurance and services segment and specialty insurance segment—have been retained by or transferred to the Company;

•

All of the assets and liabilities primarily related to CoreLogic’s business—primarily the business and operations of FAC’s data and analytic solutions, information and outsourcing solutions and risk mitigation and business solutions segments—have been retained by or transferred to CoreLogic;

•

On the record date for the Distribution, FAC would issue to the Company and its principal title insurance subsidiary, First American Title Insurance Company (“FATICO”) a number of shares of its common stock that would result in the Company and FATICO collectively owning approximately $250 million of CoreLogic’s issued and outstanding common stock following the Separation, which the Company and FATICO are expected to dispose of within five years following the Separation. Pursuant to this provision, FAC issued 5,173,306 shares to the Company and 7,759,959 shares to FATICO on May 26, 2010;

•

Each of the Company and CoreLogic have assumed or retained any liabilities relating to their respective employees in respect of the period prior to, on or following the effective time of the Separation and Distribution Agreement;

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The Company would effectively assume $200 million of the outstanding liability for indebtedness under FAC’s senior secured credit facility. This assumption would occur through the Company drawing and transferring $200 million under its credit facility to CoreLogic in connection with the Separation. The remainder of the outstanding debt under FAC’s credit facility, as well as its publicly issued debt, would remain with CoreLogic following the Separation. With respect to other outstanding indebtedness of FAC, each party or one of its subsidiaries would assume or retain the liability relating to any of its or its subsidiaries’ or controlled affiliates’ indebtedness; and

•

Subject to certain exceptions, including those set forth in the Tax Sharing Agreement, each of the Company and CoreLogic would assume 50 percent of certain contingent and other liabilities of FAC, which include certain legal contingencies and actions with respect to the Separation or the Distribution made or brought by any third party.

Further Assurances

To the extent that any transfers contemplated by the Separation and Distribution Agreement have not been consummated on or prior to June 1, 2010, the parties have agreed in the Separation and Distribution Agreement to cooperate to effect such transfers as promptly as practicable. In addition, each party has agreed to cooperate with the other and use reasonable best efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation and Distribution Agreement and the ancillary agreements.

The Distribution

The Separation and Distribution Agreement also governs the rights and obligations of the Company and FAC regarding the Distribution. On June 1, 2010, FAC caused its agent to distribute to the Record Date Shareholders, including the Company, all of the outstanding shares of the Company. The Company has cancelled the shares received by it and FATICO and, consequently, has approximately 104 million shares outstanding.

Right of First Refusal

The Separation and Distribution Agreement gives the Company the right to purchase the equity or assets of the entity or entities directly or indirectly owning the real property databases owned by CoreLogic upon the occurrence of certain triggering events. Each triggering event involves the direct or indirect purchase of the databases by a title insurance underwriter (or its affiliate) or an entity licensed as or acting in concert with a title insurance underwriter, including a transaction where a title insurance underwriter (or its affiliate) acquires control over CoreLogic. The purchase price would be paid in cash and the amount would be determined either by an appraisal or by reference to the purchase price offered by the title insurance underwriter. This purchase right expires June 1, 2020.

Releases and Indemnification

Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, each party has released and forever discharged each other party and its respective subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the date of the Separation and Distribution Agreement. The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Separation pursuant to the Separation and Distribution Agreement or any ancillary agreement or to ordinary course of business trade payables and receivables.

In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of FAC’s financial services business with the Company and financial responsibility for the obligations and liabilities of FAC’s information solutions business with CoreLogic. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

•

the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; and

•

any breach by such party of the Separation and Distribution Agreement.

Employee Matters

The Separation and Distribution Agreement allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Separation, including the treatment of certain outstanding and long-term incentive awards, existing deferred compensation obligations and certain retirement and welfare benefit obligations.

The Separation and Distribution Agreement also provides that outstanding FAC stock options and restricted stock unit awards would be adjusted as described below. All outstanding FAC equity-based awards, whether vested or unvested, other than those granted to FAC’s chairman and chief executive officer, would convert into awards with respect to shares of common stock of the company that continues to employ the holder following the Separation. The number of shares underlying each such award and, with respect to options, the per share exercise price of each such award, would be

adjusted to maintain, on a post-Separation basis, the pre-Separation value of such awards. With respect to outstanding FAC equity-based awards granted to FAC’s chairman and chief executive officer, half of the awards would be converted into the Company’s awards and the other half into CoreLogic awards at the same time and in the same manner as other employees of the Company and CoreLogic, respectively. The number of shares of common stock subject to any adjusted stock option or adjusted RSU would be rounded down to the nearest whole share, and the per share exercise price of each adjusted stock option would be rounded up to the nearest whole cent.

Insurance

The Separation and Distribution Agreement provides the Company the right to report claims under insurance policies in effect as of the Separation for occurrences prior to the Separation and sets forth procedures for the administration of insured claims. In addition, the agreement allocates between the Company and CoreLogic the right to insurance policy proceeds based on reported claims and the obligations to incur deductibles under certain insurance policies.

The Company and CoreLogic each maintain a variety of commercial insurance programs. All of these programs are subject to the terms and conditions, policy limits and deductibles of the applicable insurance policies. The facts and circumstances of each pre-Separation claim will govern the determination of whether the occurrence is covered by existing insurance policies.

Dispute Resolution

In the event of any dispute arising out of the Separation and Distribution Agreement, the Company’s and CoreLogic’s general counsels, chief financial officers and such other executive officers designated by each party will negotiate to resolve the dispute. If they are unable to resolve the dispute within 30 days then the general counsels, chief financial officers and chief executive officers of each party shall negotiate for an additional period of up to 15 days. If, after such period, these officers are unable to resolve the dispute then, unless agreed otherwise, the dispute will be resolved through binding arbitration. In all matters involving only claims for monetary damages, each party will be required to submit a proposed resolution and the arbitrators shall be limited to electing only one of the proposals submitted. The parties also mutually may elect to resolve any dispute by litigation.

Other Matters Governed by the Separation and Distribution Agreement

Other matters governed by the Separation and Distribution Agreement include access to financial and other information, intellectual property, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Tax Sharing Agreement

The Tax Sharing Agreement governs the Company’s and CoreLogic’s respective rights, responsibilities, and obligations after the Distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the Distribution to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and taxes incurred in connection with certain internal transactions undertaken in anticipation of the Separation.

In general, pursuant to the Tax Sharing Agreement, CoreLogic will prepare and file the consolidated federal income tax return, and any other tax returns that include both CoreLogic (or any of its subsidiaries) and the Company (or any of its subsidiaries) for all taxable periods ending on or prior to, or including, the date of the Distribution, with the appropriate tax authorities and will prepare and file all separate company tax returns of CoreLogic and its subsidiaries. The Company will prepare and file all tax returns that include solely the Company and/or its subsidiaries for all taxable periods. In general, CoreLogic controls all audits and administrative matters and other tax proceedings relating to the consolidated federal income tax return of the CoreLogic group and any other tax returns for which it is responsible, except that the Company has certain participation rights to the extent that it is liable for any taxes shown on such returns.

The Tax Sharing Agreement generally provides that, with respect to any consolidated tax return that includes the members of the Company’s group and the CoreLogic group, (a) the Company is generally responsible for all taxes that are attributable to members of the Company’s group of companies or the assets, liabilities or businesses of the Company’s group of companies (including any such liabilities arising from adjustments to prior year or partial year with respect to 2010), except with respect to the 2009 taxable year in which case the Company is liable for 75 percent of such taxes as shown on the 2009 consolidated tax return, and (b) CoreLogic is generally responsible for all taxes attributable to members of the CoreLogic group of companies or the assets, liabilities or businesses of the CoreLogic group of companies (including any such liabilities arising from adjustments to prior year or partial year with respect to 2010), except with respect to the 2009 taxable year in which case CoreLogic is additionally liable for 25 percent of all taxes attributable to the Company’s group as shown on the 2009 consolidated tax return. The Company’s group and the CoreLogic group will each be liable for taxes reflected in their respective separate group tax returns. Notwithstanding the foregoing, the Company and CoreLogic will each be liable for one-half of the taxes as shown on the applicable tax return arising from the internal transactions undertaken prior to the Distribution that are expected to be taxable. If the Distribution itself, or certain preparatory internal transactions that are undertaken in connection therewith and are expected to be tax-free become taxable for U.S. federal income tax purposes, or if there is an increase in taxes resulting from the taxable internal transactions undertaken in connection with the Separation other than due to an action or omission of either party, the Company and CoreLogic will share the resulting tax liability equally. If such taxes arise as a result of action or omission of either party, such party will generally be liable for 100 percent of such taxes. To the extent that the parties have made any payments to each other prior to the Distribution on account of taxes for which they are liable under the Agreement, such payments will be treated as an offset to amounts owed under the Tax Sharing Agreement.

Under the Tax Sharing Agreement, the Company and CoreLogic generally may not (a) take or fail to take any action that would cause any representation, information or covenant contained in the separation documents or the documents relating to the IRS private letter ruling and the tax opinion regarding the Separation to be untrue, (b) take or fail to take any other action that would cause the Separation or any internal transaction expected to be tax-free to lose its tax favorable treatment under the Code, (c) sell, issue, redeem or otherwise acquire any of its equity securities (or equity securities of members of its group), except in certain specified transactions for a period of 25 months following the Separation and (d) other than in the ordinary course of business, sell or otherwise dispose of a substantial portion of its assets, liquidate, merge or consolidate with any other person for a period of 25 months following the Separation. During the 25-month period, the Company and CoreLogic may take certain actions otherwise prohibited by these covenants if (i) it obtains the other party’s prior written

consent, or (ii) it provides the other party with an IRS private letter ruling or an unqualified opinion of tax counsel to the effect that such actions will not affect the tax-free nature of the Separation.

Notwithstanding the receipt of any such IRS ruling or tax opinion, each party will be required to indemnify the other party for any taxes and related losses resulting from (a) any act or failure to act by such party described in the covenants above, (b) any acquisition of equity securities or assets of such party or any member of its group, or (c) any breach by such party or any member of its group of any representation or covenant contained in the separation documents or the documents relating to the IRS private letter ruling or tax opinion concerning the Separation.

The IRS private letter ruling includes a representation that the Company and FATICO will dispose of the CoreLogic shares held by them as of the date of the Distribution as soon as such disposition is practicable and consistent with the business purposes of the retention of the stock (as set forth in the IRS private letter ruling), but in no event later than five years after the Distribution. In the event that either the Company or FATICO holds the CoreLogic shares longer than such time, it is possible that the IRS may determine upon audit that the Distribution and/or the internal transactions could be treated as taxable to FAC and/or its shareholders. If such a determination were made, then pursuant to the Tax Sharing Agreement, the Company would be responsible for all taxes imposed on the Company and CoreLogic due to its failure to dispose of the CoreLogic shares (unless the failure of the Company or FATICO to dispose of such shares was attributable to CoreLogic’s failure to comply with its obligations set forth in the Separation and Distribution Agreement to register such shares). Further, if the Company fails to comply with any other of its representations in its private letter ruling and the IRS determines that the Distribution or the internal transactions are taxable, the Company would likewise be responsible under the Tax Sharing Agreement for all taxes imposed on the Company and CoreLogic due to such failure.

The Tax Sharing Agreement also contains provisions regarding the apportionment of tax attributes of the CoreLogic consolidated federal income tax return group, the allocation of deductions with respect to compensatory equity interests, cooperation, and other customary matters.

Promissory Note

On June 1, 2010, CoreLogic issued the Promissory Note, in the principal amount of $19,900,000, to the Company. The Promissory Note accrues interest at 6.52 percent per annum. Interest is first due July 1, 2010 and payable quarterly thereafter. The Promissory Note, together with all accrued and unpaid interest, is due and payable on May 31, 2017.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information included in Item 1.01 is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

The information included in Item 5.03 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information included in Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Meeting and Board Organization

On May 31, 2010, Kenneth D. DeGiorgio resigned as a director of the Company, and, subsequently, FAC, as sole stockholder of the Company, held the Company’s 2010 annual meeting of stockholders. The names of the persons who were nominated and elected to serve as directors of the Company and the classes to which such directors were elected are listed below, together with a tabulation of the results of the voting at the annual meeting with respect to each nominee. All nominees were elected. Class I’s term will expire at the Company’s 2011 annual meeting, Class II’s term will expire at the Company’s 2012 annual meeting and Class III’s term will expire at the Company’s 2013 annual meeting.


Name of Nominee	Class	Votes For
Bruce S. Bennett	I	100
James L. Doti	I	100
Virginia M. Ueberroth	I	100

George L. Argyros	II	100
Glenn C. Christenson	II	100
Frank E. O’Bryan	II	100
Herbert B. Tasker	II	100

Parker S. Kennedy (Chairman)	III	100


William G. Davis	III	100
Lewis W. Douglas, Jr.	III	100
Dennis J. Gilmore	III	100

Outstanding FAC equity-based awards held by these directors converted into awards based in Company stock in the same manner applicable to employees, except that half of Mr. Kennedy’s awards converted into awards based in CoreLogic stock, as described above in Item 1.01.

The members of the audit committee of the board of directors are Messrs. Christenson (chair), Doti and O’Bryan. The members of the compensation committee of the board of directors are Messrs. Douglas (chair), Christenson, Davis and Tasker. The members of the nominating and corporate governance committee are Messrs. Davis (chair), Argyros, Bennett and Douglas and Ms. Ueberroth.

Staking Grants

On May 27, 2010, a subcommittee of FAC’s compensation committee consisting of the members of the Company’s compensation committee, approved the awarding of the following performance based restricted stock units (“PBRSUs”) to the Company’s named executive officers in connection with the Separation:


Dennis J. Gilmore, chief executive officer	$	3,000,000
Kenneth D. DeGiorgio, executive vice president	$	1,400,000

For this purpose, the number of units to be awarded each officer is determined by dividing the dollar amount set forth above by the closing price of the Company’s stock on the date of grant. In general, up to one third of the PBRSUs will vest on each of the third, fourth and fifth anniversaries of the Distribution date if and only if the recipient remains employed by the Company and the Company, as of such potential vesting date, has met the compounded annual total stockholder return criteria, as follows: If the Company’s compounded annual total stockholder return from the Distribution date equals at least 10 percent, then 50 percent of the PBRSUs eligible for vesting as of the applicable date will vest. If the Company’s annual total stockholder return from the Distribution date equals at least 12 percent, then 100 percent of the PBRSUs eligible for vesting as of the applicable date will vest. To the extent the total return is between 10 percent and 12 percent, then between 50 percent and 100 percent of the eligible PBRSUs will vest on a proportionate basis. If less than 100 percent vesting occurs on a vesting date, then the PBRSUs that did not vest will carry-forward for potential vesting on any subsequent potential vesting dates.

Total stockholder return is defined to include appreciation in the Company’s stock price and dividends paid to stockholders. Dividends are deemed reinvested in the Company’s stock. For the purpose of measuring total stockholder return the initial price will equal the average closing price on the trading days during the 60-day period starting on the date of grant, which initial price will be compared to the highest average price on any 20 consecutive trading days. The awards provide for potential pro rata vesting (to the extent the total stockholder return targets are met) in the event of death, disability, and termination without cause prior to the vesting dates, as well as provisions providing for a determination of the extent to which the stockholder return targets are met prior to the

vesting dates in the event of a change in control prior to the vesting dates. A complete copy of the form of award agreement is attached hereto as Exhibit 10.9.

These awards were granted in connection with the Separation on June 1, 2010.

Executive Compensation

On February 23, 2010, FAC’s compensation committee approved certain executive officer salaries, target bonus amounts and maximum long term incentive RSU awards for the Company’s named executive officers.

Prior to the Separation, Mr. Kennedy’s 2010 salary was $675,000, with a pre-Separation annualized target bonus amount of $2,075,000 and a maximum annualized long term incentive RSU amount of $850,000. Mr. Kennedy’s post-spin compensation with respect to the Company will be determined by the Company’s compensation committee.

Prior to the Separation, Mr. Gilmore’s 2010 salary was $650,000, with an annualized target bonus of $1,690,000 and an annualized long term incentive RSU award amount of $850,000. On June 1, 2010, in connection with Mr. Gilmore becoming the chief executive officer of the Company, his salary was increased to $750,000, with a target bonus of $2,100,000 and a maximum long term incentive RSU award of $900,000, in each case on an annualized basis. The ultimate 2010 target bonus and maximum long term incentive RSU opportunity will be determined by pro-rating the pre-Separation and post- Separation amounts based on the number of days before and after the June 1, 2010, Distribution date.

Prior to the Separation, Mr. DeGiorgio’s 2010 salary was $400,000, with an annualized target bonus of $650,000 and an annualized maximum long term incentive RSU award opportunity of $325,000. In connection with the consummation of the Separation, Mr. DeGiorgio’s salary was increased to $500,000, with a target bonus of $800,000 and a maximum long term incentive RSU award of $375,000, in each case on an annualized basis. Mr. DeGiorgio’s ultimate 2010 target bonus and maximum long term incentive RSU opportunity will be determined by pro-rating the pre-Separation and post-Separation amounts based on the number of days before and after the June 1, 2010, Distribution date.

Mr. Valdes’ 2010 salary, target bonus and maximum long term incentive RSU amounts are $350,000, $500,000 and $175,000, respectively.

In recognition of their significant efforts towards the consummation of the Separation, Messrs. DeGiorgio and Valdes will receive one-time cash bonuses of $800,000 and $225,000, respectively.

On February 23, 2010, FAC’s compensation committee also determined the criteria upon which the target bonuses for Messrs. Kennedy, DeGiorgio, Gilmore and Valdes are anticipated to be adjusted in determining the annual incentive bonus amounts for services rendered during 2010.

Mr. Gilmore’s 2010 annual incentive bonus will be determined by adjusting the target bonus amount based on objective financial criteria in two areas (subject to certain specified adjustments that may be made at the discretion of the compensation committee), each of which has associated with it a threshold, target and superior level of achievement. Fifty percent of Mr. Gilmore’s target bonus

amount adjusts based on the extent that actual return on equity for the Company deviates from budgeted return on equity and fifty percent adjusts based on the extent to which the actual pretax profit margin of the Company deviates from the budgeted margin. At threshold, target and superior performance levels, fifty percent, one hundred percent and one hundred seventy five percent of the target bonus amount is payable, respectively. Performance on each measure could range from zero to above one hundred seventy five percent to a maximum of two hundred fifty percent on a linear basis, provided that the total bonus payment is capped at one hundred seventy five percent of the target. It is anticipated that Mr. Gilmore’s bonus will be paid fifty percent in cash and fifty percent in RSUs vesting in four equal annual increments commencing on the first anniversary of the date of grant.

It is anticipated that half of Mr. Kennedy’s pre-Separation 2010 bonus will be determined by adjusting the target bonus amount in the same manner as Mr. Gilmore’s bonus, and that the other half will be adjusted pursuant to the criteria applicable to the chief executive officer of CoreLogic, excluding the portion thereof that relates to subjective criteria. The post-Separation portion of Mr. Kennedy’s target bonus with respect to the Company and the criteria for adjusting such target will be determined by the Company’s compensation committee.

Mr. DeGiorgio’s and Mr. Valdes’ annual incentive bonus will be determined in the same manner as Mr. Gilmore’s bonus amount, with the percentage to be paid in RSUs dependent upon their respective total compensation amounts for the year.

Letter Agreement and Change in Control Agreement

In connection with the Separation, on May 31, 2010, the Company, FAC and Mr. Kennedy entered into a letter agreement with respect to Mr. Kennedy’s post-Separation benefits from the Company and CoreLogic. The agreement generally establishes the benefits programs in which Mr. Kennedy will be permitted to participate following the Separation, certain allocations of assets and liabilities associated with Mr. Kennedy’s benefits and certain reimbursement arrangements between the Company and CoreLogic with respect thereto. The agreement also provides that half of Mr. Kennedy’s outstanding equity awards would be converted into Company awards and the other half into CoreLogic awards in connection with the Separation. The Company believes that the agreement provides for, in the aggregate, a full level of benefits for Mr. Kennedy without any significant duplication of benefits in connection with the Separation.

Pursuant to the letter agreement described above, the Company also entered into a change in control agreement with Mr. Kennedy and FAC on May 31, 2010. Under the agreement a “change in control” means any one of the following: (a) a merger or consolidation of the Company in which the Company’s shareholders end up owning less than 50 percent of the voting securities of the surviving entity; (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company; (c) a change in the composition of the Company’s Board of Directors over a two-year period as a result of which fewer than a majority of the directors are incumbent directors, as defined in the agreement; or (d) the acquisition or accumulation by any person or group, subject to certain limited exceptions, of at least 25 percent of the Company’s voting securities.

Following a change in control of the Company, if the termination of Mr. Kennedy’s employment occurs without cause or if he terminates his employment for good reason or for any

reason within 30 days following the first anniversary of the change in control, the Company will pay the following benefits in one lump sum within ten business days:

• Mr. Kennedy’s base salary through and including the date of termination and any accrued but unpaid annual incentive bonus;

• an annual incentive bonus for the year in which the termination occurs in an amount equal to the highest annual incentive bonus paid to the executive during the last four completed fiscal years of the Company, prorated through the date of termination;

• accrued and unpaid vacation pay;

• unreimbursed business expenses;

• three times (or two times in the case of a termination by Mr. Kennedy for any reason during the 30-day period following the first anniversary of a change in control) the executive officer’s annual base salary in effect immediately prior to the date of termination; and

• three times (or two times in the case of a termination by Mr. Kennedy for any reason during the 30-day period following the first anniversary of a change in control) the highest annual incentive bonus paid to the executive officer during the last four completed fiscal years.

In the event of a change in control and a related termination of employment from the Company while the agreement is in effect with respect to both the Company and CoreLogic the amounts described above will generally be calculated based on (a) 50 percent of the combined compensation Mr. Kennedy receives from the Company and CoreLogic for post-Separation periods and/or (b) 100 percent of the compensation received from FAC for pre-Separation periods (to the extent applicable). In the event the agreement is in place with respect to the Company and not with respect to CoreLogic at the time the Company experiences a change in control, the benefit described above will generally be calculated based on (i) 100 percent of Mr. Kennedy’s compensation from the Company for post-Separation periods and/or (ii) 50 percent of the compensation received from FAC for pre-Separation periods (to the extent applicable).

In addition, for a period of 24 months following such a termination, the Company will provide the same level of benefits and perquisites that the executive officer received at the time of termination or, if more favorable to the executive officer, at the time at which the change in control occurred. These benefits include tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage and death benefits. To the extent that Mr. Kennedy cannot participate in the plans previously available, the Company will provide such benefits on the same after-tax basis as if they had been available. These obligations are reduced by any welfare benefits made available from subsequent employers.

The change in control agreements provide that if any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar tax), applies to the benefits payable under the agreement or otherwise, the Company will reimburse Mr. Kennedy for any such excise taxes, plus any additional excise or income taxes resulting from that payment.

The change in control agreement has an initial term through December 31, 2010 and automatically extends for additional one-year periods unless either party notifies the other not later than the preceding January 1 that it does not wish to extend the term. Upon the occurrence of a change in control, the term of the agreement is automatically extended until three years following the date of the change in control.

The summary in this Item 5.02 of the letter agreement and the change in control agreement is qualified in its entirety by reference to the complete terms and conditions of such agreements attached hereto as Exhibits 10.7 and 10.8, respectively.

The information included in Item 1.01 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 28, 2010, the Company amended and restated it certificate of incorporation. For a summary of material terms of the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), see the Description of Capital Stock provided under the heading “Description of Capital Stock” in the information statement attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 28, 2010. The Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company’s Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.06 Change in Shell Company Status

The information included in Item 1.01 is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2010, FAC, as sole stockholder of the Company, held a special meeting of stockholders at which it voted all 100 shares held by it in favor of approving the Amended and Restated Certificate of Incorporation, the First American Financial Corporation 2010 Employee Stock Purchase Plan and the First American Financial Corporation 2010 Incentive Compensation Plan.

The information included in Item 5.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of First American Financial Corporation dated May 28, 2010.

3.2		Bylaws of First American Financial Corporation.

10.1		Separation and Distribution Agreement by and between The First American Corporation and First American Financial Corporation dated as of June 1, 2010.

10.2		Tax Sharing Agreement by and between The First American Corporation and First American Financial Corporation dated as of June 1, 2010.

10.3		Promissory Note issued by The First American Corporation to First American Financial Corporation, dated June 1, 2010.

10.4		First American Financial Corporation Executive Supplemental Benefit Plan, effective June 1, 2010.

10.5		First American Financial Corporation Deferred Compensation Plan, effective June 1, 2010.

10.6		First American Financial Corporation 2010 Incentive Compensation Plan, approved May 28, 2010.

10.7		Letter Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated May 31, 2010.

10.8		Change in Control Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated May 31, 2010.

10.9		Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement approved May 27, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

First American Financial Corporation

(a Delaware corporation)

(Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware)

First American Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify:

FIRST: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of Delaware was January 14, 2008.

SECOND: This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and it amends and restates the provisions of the Certificate of Incorporation of the Corporation.

THIRD: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is First American Financial Corporation.

ARTICLE II

AGENT

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

STOCK

Section 4.1 Authorized Stock . The aggregate number of shares which the Corporation shall have authority to issue is 300,500,000, of which 300,000,000 shall be designated as Common Stock, par value $0.00001 per share (the “Common Stock”), and 500,000 shall be designated as Preferred Stock, par value $0.00001 per share (the “Preferred Stock”).

Section 4.2 Common Stock .

(a) Voting . Each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided , however , that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Dividends . Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive dividends out of any funds of the Corporation legally available therefor when, as and if declared by the Board of Directors.

(c) Liquidation . Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Section 4.3 Preferred Stock . Subject to limitations prescribed by law and the provisions of this Article IV, the Board of Directors is hereby authorized to provide by resolution for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(i) the number of shares constituting such series, including any increase or decrease in the number of shares of any such series (but not below the number of shares in any such series then outstanding), and the distinctive designation of such series;

(ii) the dividend rate on the shares of such series, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;

(iii) whether the shares of such series shall have voting rights (including multiple or fractional votes per share) in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv) whether the shares of such series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

(vi) whether a sinking fund shall be provided for the redemption or purchase of shares of such series, and, if so, the terms and the amount of such sinking fund;

(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and

(viii) any other relative rights, preferences and limitations of such series.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number . Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock to elect additional directors in certain circumstances, the Board of Directors shall consist of such number of directors as is determined from time to time exclusively by resolution adopted by the affirmative vote of a majority of such directors then in office.

Section 5.2 Classification .

(a) The Board of Directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the

effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III.

(b) Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law, be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66 ² / 3 % of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

(d) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

Section 5.3 Powers . Except as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

Section 5.4 Election .

(a) Ballot Not Required . The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

(b) Notice . Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

ARTICLE VI

STOCKHOLDER ACTION

No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock, a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer with the concurrence of a majority of the Board of Directors. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

ARTICLE VIII

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE IX

AMENDMENT

Section 9.1 Amendment of Certificate of Incorporation . The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided , however , that in addition to any requirements of law and any other provision of this Certificate of Incorporation, and notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 66 ² / 3 % in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provisions of Article V, Article VI, Article VII, Article IX or Article X of this Certificate of Incorporation.

Section 9.2 Amendment of Bylaws . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. In addition to any requirements of law and any other provision of this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding any other provision of this Certificate of Incorporation, the Bylaws of the Corporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 66 ² / 3 % in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to amend or repeal, or adopt any provision inconsistent with, any Bylaw of the Corporation.

ARTICLE X

LIABILITY OF DIRECTORS

Section 10.1 No Personal Liability . To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 10.2 Amendment or Repeal . Any amendment, alteration or repeal of this Article X that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Kenneth D. DeGiorgio, its Secretary, as of this 28th day of May, 2010.


By:		/s/ Kenneth D. DeGiorgio
		Name: Kenneth D. DeGiorgio
		Title: Secretary

Exhibit 3.2

BYLAWS

First American Financial Corporation

(a Delaware corporation)

ARTICLE I

CORPORATE OFFICES

Section 1.1 Registered Office . The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation.

Section 1.2 Other Offices . The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting . The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as may be determined by the Board of Directors.

Section 2.2 Special Meeting . A special meeting of the stockholders may be called at any time only by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer with the concurrence of a majority of the Board of Directors.

Section 2.3 Notice of Stockholders’ Meetings .

(a) Notice of the place, if any, date, and time of all meetings of the stockholders, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law. Each such notice shall state the place, if any, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice may be given personally, by mail or by electronic transmission in accordance with Section 232 of the General Corporation Law of the State of Delaware (the “DGCL”). If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder’s address appearing on the books of the Corporation or given by the stockholder for such purpose. Notice by electronic transmission shall be deemed given as provided in Section 232 of the DGCL. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the

giving of such notice or report. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act and Section 233 of the DGCL.

(b) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided , however , that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally called, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given in conformity herewith.

(c) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after the meeting, and to the extent permitted by law, will be waived by any stockholder by attendance thereat, in person or by proxy, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.4 Organization .

(a) Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence by a person designated by the Board of Directors, or in the absence of a person so designated by the Board of Directors, by a Chairman chosen at the meeting by the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chairman of the meeting shall appoint, shall act as Secretary of the meeting and keep a record of the proceedings thereof.

(b) The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot.

Section 2.5 List of Stockholders . A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be prepared by the Secretary or other officer having charge of the stock ledger and shall be open to the examination of any stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stockholder list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. Such list shall presumptively determine the identity of the stockholders entitled to vote in person or by proxy at the meeting and entitled to examine the list required by this Section 2.5.

Section 2.6 Quorum . At any meeting of stockholders, the holders of a majority in voting power of all issued and outstanding stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided that where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the Chairman of the meeting or the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time in accordance with Section 2.7, without notice other than announcement at the meeting and except as provided in Section 2.3(b), until a quorum is present or represented. If a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment may be transacted.

Section 2.7 Adjourned Meeting . Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned for any reason from time to time by either the Chairman of the meeting or the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.8 Voting .

(a) Except as otherwise provided by law or the Certificate of Incorporation, each holder of stock of the Corporation shall be entitled to one (1) vote for each share of such stock held of record by such holder on all matters submitted to a vote of stockholders of the Corporation.

(b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy, and where a separate vote by class or series is required, if a quorum of such class or series is present, such act shall be authorized by the affirmative vote of the holders

of a majority in voting power of the stock of such class or series entitled to vote thereat, present in person or represented by proxy.

Section 2.9 Proxies . Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a telegram, cablegram or other means of electronic transmission, signed by the person and filed with the Secretary of the Corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy by the stockholder or the stockholder’s attorney-in-fact. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the Corporation.

Section 2.10 Notice of Stockholder Business and Nominations .

(a) Annual Meeting .

(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.10(a).

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must be a proper subject for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the date on which public announcement (as defined below) of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or

extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or re-election as a director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (3) such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation;

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

(1) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner,

(2) the class and number of shares of capital stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class and number of shares of capital stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting, and

(3) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such nomination or business;

(D) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination or proposal is made, as to such beneficial owner:

(1) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder or beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class and number of shares of capital stock of the Corporation beneficially owned by such stockholder or beneficial owner as of the record date for the meeting,

(2) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder or beneficial owner and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting,

(3) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of the Corporation’s capital stock, or increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of stock of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting,

(4) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee or approve or adopt the proposal and/or (y) otherwise to solicit proxies from stockholders in support of such nomination or proposal.

The foregoing notice requirements of this Section 2.10(a)(ii) shall not apply to any stockholder proposal if (i) a stockholder has notified the Corporation of his or her intention to present such stockholder proposal at an annual meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and (ii) such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(b) Special Meeting . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.10. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by paragraph (a)(ii) of this Section 2.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10. Except as otherwise provided by law, the Chairman of the Board of Directors shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(D)(4) of this Section 2.10). If any proposed nomination or business was not made or proposed in compliance with this Section 2.10, the Chairman of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if the stockholder does not provide the information required under clauses (a)(ii)(C) and (a)(ii)(D) of this Section 2.10 to the Corporation within five business days following the record date for an annual or special meeting or if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or

proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii) For purposes of this Section 2.10, a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.10. Nothing in this Section 2.10 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

Section 2.11 No Action by Written Consent .

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly held meeting of stockholders of the Corporation at which a quorum is present or represented, and may not be effected by any consent in writing by such stockholders.

Section 2.12 Inspectors of Election . Before any meeting of stockholders, the Board of Directors shall appoint one or more inspectors of election to act at the meeting or its adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, then the Chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such an inspector.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) receive votes, ballots or consents;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. Any report or certificate made by the inspectors of election shall be prima facie evidence of the facts stated therein.

Section 2.13 Meetings by Remote Communications . The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 3.1 Powers . Subject to the provisions of the DGCL and to any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed and shall be exercised by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.

Section 3.2 Number, Term of Office and Election . The number of directors shall be established in the manner set forth in the Corporation’s Certificate of Incorporation. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in Section 3.3, directors shall be elected by a plurality of the votes cast at the stockholders’ annual meeting. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed.

Section 3.3 Vacancies . Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law, be filled solely by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, and directors so chosen shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor shall be elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.4 Resignations and Removal .

(a) Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board of Directors, the Chairman of the Board of Directors or the Secretary, as the case may be. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV of the Certificate of Incorporation, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66 ² / 3 % of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 3.5 Regular Meetings . Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors; provided that no fewer than one regular meeting per year shall be held. A notice of each regular meeting shall not be required.

Section 3.6 Special Meetings . Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director as his or her residence or usual place of business, at least five (5) days before the day on which such meeting is to be held, or shall be sent to such director at such place by telecopy, telegraph, electronic transmission or other form of recorded communication, or be delivered personally or by telephone, in each case at least twenty-four (24) hours prior to the time set for such meeting. Notice of any meeting need not be given to any director who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.7 Participation in Meetings by Conference Telephone . Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8 Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, a majority of the authorized number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors. The Chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. If a quorum initially is present at any meeting of directors, the directors may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum, upon resolution of at least a majority of the required quorum for that meeting prior to the loss of such quorum.

Section 3.9 Board of Directors Action by Written Consent Without a Meeting . Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, provided that all members of the Board of Directors consent in writing or by electronic transmission to such action, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

Section 3.10 Rules and Regulations . The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 3.11 Fees and Compensation of Directors . Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This Section 3.11 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

Section 3.12 Emergency Bylaws . In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily be convened for action, then the director or directors in attendance at the meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

ARTICLE IV

COMMITTEES

Section 4.1 Committees of the Board of Directors . The Board of Directors may, by resolution, designate one or more committees, including but not limited to an Executive Committee and an Audit Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 4.2 Meetings and Action of Committees . Any committee of the Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper.

ARTICLE V

OFFICERS

Section 5.1 Officers . The officers of the Corporation shall consist of a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be chosen by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly chosen and qualified, or until such person’s earlier death, disqualification, resignation or removal. Any two of such offices may be held by the same person; provided , however , that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers.

Section 5.2 Removal, Resignation and Vacancies . Any officer of the Corporation may be removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time

upon written notice to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If any vacancy occurs in any office of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.

Section 5.3 Chairman of the Board of Directors . The Chairman of the Board of Directors shall be deemed an officer of the Corporation, and shall preside at meetings of the stockholders and of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors.

Section 5.4 Chief Executive Officer . The Chief Executive Officer shall have general supervision, direction and control of the business and affairs of the Corporation and shall be responsible for corporate policy and strategy. The Chief Executive Officer shall, if present and in the absence of the Chairman of the Board of Directors, preside at meetings of the stockholders and of the Board of Directors.

Section 5.5 Chief Financial Officer . The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.6 Vice Presidents . The Vice President shall have such powers and duties as shall be prescribed by his or her superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.7 Treasurer . The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.8 Secretary . The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to have charge of the books, records and papers of the

Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.9 Additional Matters . The Chief Executive Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board of Directors.

Section 5.10 Checks; Drafts; Evidences of Indebtedness . From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 5.11 Corporate Contracts and Instruments; How Executed . Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 5.12 Action with Respect to Securities of Other Corporations . The Chief Executive Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with

respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided , however , that, except as provided in Section 6.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board of Directors of the Corporation.

Section 6.2 Right to Advancement of Expenses . In addition to the right to indemnification conferred in Section 6.1, an indemnitee shall, to the fullest extent not prohibited by law, also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided , however , that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise.

Section 6.3 Right of Indemnitee to Bring Suit . If a claim under Section 6.1 or 6.2 of this Article VI is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a

presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights . The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement, vote of stockholders or directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise.

Section 6.5 Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.6 Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 6.7 Nature of Rights . All rights granted pursuant to this Article VI shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to be provided by a contract between the Corporation and each director or officer who serves in such capacity at any time while this Article VI is in effect. Any repeal or modification of the provisions of this Article VI shall be prospective only and shall not adversely affect the rights of any director or officer in effect hereunder at the time of any act or omission occurring prior to such repeal or modification. The rights granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.8 Settlement of Claims . The Corporation shall not be liable to indemnify any indemnitee under this Article VI for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 6.9 Subrogation . In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.10 Procedures for Submission of Claims . The Board of Directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this Article VI, determination of the entitlement of any person thereto and review of any such determination. Such procedures shall be set forth in an appendix to these Bylaws and shall be deemed for all purposes to be a part hereof.

ARTICLE VII

CAPITAL STOCK

Section 7.1 Certificates of Stock . The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2 Special Designation on Certificates . If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided , however , that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 7.2 or Section 156, 202(a) or 218(a) of the DGCL or with respect to this Section 7.2 a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.3 Transfers of Stock . Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided , however , that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.

Section 7.4 Lost Certificates . The Corporation may issue a new share certificate or new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.5 Addresses of Stockholders . Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder and, if any stockholder shall fail to so designate such an address, corporate notices may be served upon such stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such stockholder.

Section 7.6 Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7.7 Record Date for Determining Stockholders . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of

business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.8 Regulations . The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

ARTICLE VIII

GENERAL MATTERS

Section 8.1 Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of the same year, or such other 12 consecutive months as the Board of Directors may designate.

Section 8.2 Corporate Seal . The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 8.3 Maintenance and Inspection of Records . The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records.

Section 8.4 Reliance Upon Books, Reports and Records . Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.5 Subject to Law and Certificate of Incorporation . All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws. In addition to any requirements of law and any other provision of these Bylaws or the Certificate of Incorporation, and notwithstanding any other provision of these Bylaws, the Certificate of Incorporation or any provision of law which might otherwise permit a

lesser vote or no vote, the affirmative vote of the holders of at least 66 ² / 3 % in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to amend or repeal, or adopt any provision inconsistent with, any provision of these Bylaws.

The foregoing Bylaws were adopted by the Board of Directors on August 5, 2009.

Exhibit 10.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

THE FIRST AMERICAN CORPORATION

and

FIRST AMERICAN FINANCIAL CORPORATION

Dated as of June 1, 2010

TABLE OF CONTENTS


			Page
ARTICLE I. DEFINITIONS AND INTERPRETATION			2
	Section 1.1	General	2
	Section 1.2	References; Interpretation	28
	Section 1.3	Effective Time	28

ARTICLE II. THE SEPARATION			28
	Section 2.1	General	28
	Section 2.2	Transfer of Assets	29
	Section 2.3	Assumption and Satisfaction of Liabilities	30
	Section 2.4	Intercompany Accounts	30
	Section 2.5	Limitation of Liability	31
	Section 2.6	Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	32
	Section 2.7	Conveyancing and Assumption Instruments	34
	Section 2.8	Further Assurances	34
	Section 2.9	Novation of Liabilities	35
	Section 2.10	Guaranties	36
	Section 2.11	Disclaimer of Representations and Warranties	37

ARTICLE III. CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS			37
	Section 3.1	Certificate of Incorporation; Bylaws	37
	Section 3.2	Directors	38
	Section 3.3	Resignations	38
	Section 3.4	Ancillary Agreements	38

ARTICLE IV. THE DISTRIBUTION			38
	Section 4.1	Stock Dividends to FAC Shareholders	38
	Section 4.2	Fractional Shares	38
	Section 4.3	Actions in Connection with the Distribution	39
	Section 4.4	Sole Discretion of FAC	40
	Section 4.5	Conditions to the Distribution	40

ARTICLE V. CERTAIN COVENANTS			41
	Section 5.1	Corporate Names and Trademarks	41
	Section 5.2	Financial Statements and Accounting	42
	Section 5.3	Certain Securities	43
	Section 5.4	Administration of Specified Shared Expenses	44
	Section 5.5	Cooperation	44
	Section 5.6	Periodic Meetings	44

ARTICLE VI. EMPLOYEE MATTERS			45
	Section 6.1	Stock Options	45
	Section 6.2	Restricted Stock Units	47


			Page
	Section 6.3	Employee Stock Purchase Plan	48
	Section 6.4	Nonqualified Deferred Compensation Plans	49
	Section 6.5	Pension Plans	51
	Section 6.6	401(k) Savings Plans	52
	Section 6.7	Pension Restoration Plan	53
	Section 6.8	Health, Welfare and Fringe Benefit Plans	54
	Section 6.9	Cooperation and Administrative Provisions	58
	Section 6.10	Approval of Plans; Terms of Participation by Employees in Plans	61
	Section 6.11	Tax Consequences	62
	Section 6.12	International Regulatory Compliance	62
	Section 6.13	No Service Providers Are Third Party Beneficiaries	62
	Section 6.14	Indemnification	62

ARTICLE VII. CONTINGENT SHARED ASSETS AND CONTINGENT SHARED LIABILITIES			63
	Section 7.1	Contingent Shared Assets and Contingent Shared Liabilities	63
	Section 7.2	Management of Contingent Shared Assets and Contingent Shared Liabilities	64
	Section 7.3	Access to Information; Certain Services; Expenses	65
	Section 7.4	Notice Relating to Contingent Shared Assets and Contingent Shared Liabilities; Disputes	66
	Section 7.5	Cooperation with Governmental Entity	67
	Section 7.6	Default	67
	Section 7.7	Litigation Management Agreement	67

ARTICLE VIII. ISSUANCE OF FAC SHARES; REGISTRATION RIGHTS			67
	Section 8.1	Issuance of FAC Shares to FinCo	67
	Section 8.2	Cash Adjustment; Promissory Note	68
	Section 8.3	Right of First Offer	68
	Section 8.4	Registration Rights	69

ARTICLE IX. RES DATABASE PURCHASE RIGHT			77
	Section 9.1	Purchase Right	77
	Section 9.2	Cooperation	78
	Section 9.3	Procedure	79
	Section 9.4	Purchase Price	79
	Section 9.5	No Lien	80
	Section 9.6	FAC Use of RES Database	80
	Section 9.7	Transfer of Embodiments	80
	Section 9.8	Transferees	80
	Section 9.9	Effect of Not Following Procedure	80
	Section 9.10	FinCo Assignment; Change in Control	80
	Section 9.11	Remedies	81

ARTICLE X. INDEMNIFICATION			81
	Section 10.1	Release of Pre-Distribution Claims	81


			Page
	Section 10.2	Indemnification by FAC	83
	Section 10.3	Indemnification by FinCo	83
	Section 10.4	Procedures for Indemnification	84
	Section 10.5	Cooperation in Defense and Settlement	86
	Section 10.6	Indemnification Payments	86
	Section 10.7	Contribution	87
	Section 10.8	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	87
	Section 10.9	Additional Matters; Survival of Indemnities	88

ARTICLE XI. CONFIDENTIALITY; ACCESS TO INFORMATION			88
	Section 11.1	Provision of Corporate Records	88
	Section 11.2	Access to Information	89
	Section 11.3	Witness Services	89
	Section 11.4	Reimbursement; Other Matters	89
	Section 11.5	Confidentiality	90
	Section 11.6	Privileged Matters	91
	Section 11.7	Ownership of Information	93
	Section 11.8	Other Agreements	93

ARTICLE XII. DISPUTE RESOLUTION			93
	Section 12.1	Negotiation Period	93
	Section 12.2	Arbitration	94
	Section 12.3	Arbitration with Respect to Monetary Damages	94
	Section 12.4	Arbitration Period	95
	Section 12.5	Treatment of Negotiations and Arbitration	95
	Section 12.6	Continuity of Service and Performance	95
	Section 12.7	Consolidation	95
	Section 12.8	Exception to Arbitration	95

ARTICLE XIII. INSURANCE			96
	Section 13.1	Policies and Rights Included Within Assets	96
	Section 13.2	[Reserved]	96
	Section 13.3	[Reserved]	96
	Section 13.4	Administration; Other Matters	96
	Section 13.5	Agreement for Waiver of Conflict and Shared Defense	97
	Section 13.6	Cooperation	97
	Section 13.7	Certain Matters Relating to FAC’s Organizational Documents	97

ARTICLE XIV. MISCELLANEOUS			98
	Section 14.1	Complete Agreement; Construction	98
	Section 14.2	Ancillary Agreements	98
	Section 14.3	Counterparts	98
	Section 14.4	Survival of Agreements	98
	Section 14.5	Expenses	98
	Section 14.6	Notices	99
	Section 14.7	Waivers and Consents	99

iii


		Page
Section 14.8	Amendments	99
Section 14.9	Assignment	99
Section 14.10	Successors and Assigns	100
Section 14.11	Certain Termination and Amendment Rights	100
Section 14.12	Payment Terms	100
Section 14.13	No Circumvention	100
Section 14.14	Subsidiaries	100
Section 14.15	Third Party Beneficiaries	101
Section 14.16	Title and Headings	101
Section 14.17	Exhibits and Schedules	101
Section 14.18	Governing Law	101
Section 14.19	Consent to Jurisdiction	101
Section 14.20	Specific Performance	101
Section 14.21	Waiver of Jury Trial	101
Section 14.22	Severability	102
Section 14.23	Force Majeure	102
Section 14.24	Interpretation	102
Section 14.25	No Duplication; No Double Recovery	102


		Page

List of Schedules

Schedule 1.1(a)	Contingent Shared Assets
Schedule 1.1(b)	Contingent Shared Liabilities
Schedule 1.1(c)	Continuing Arrangements
Schedule 1.1(d)	FAC Equity Plans
Schedule 1.1(e)	FAC Group
Schedule 1.1(f)	FAC Retained Assets
Schedule 1.1(g)	FAC Retained Liabilities
Schedule 1.1(h)	FinCo Assets
Schedule 1.1(i)	FinCo Group
Schedule 1.1(j)	FinCo Liabilities
Schedule 1.1(k)	Former Corporate Employees
Schedule 1.1(l)	Former FAC Employees
Schedule 1.1(m)	Former FinCo Employees
Schedule 1.1(n)	Specified Shared Expenses
Schedule 2.2(b)	Shared Contracts
Schedule 2.10(a)	Guaranties Not Removed
Schedule 2.10(a)(i)	FAC Removed Guaranties
Schedule 2.10(a)(ii)	FinCo Removed Guaranties
Schedule 3.3	FAC Employees/Directors Not Resigning
Schedule 6.1(c)	FAC/FinCo Employees
Schedule 6.1(d)	Additional FAC Option Holders
Schedule 6.3	Employees Eligible for ESPP
Schedule 6.4(a)	FinCo Deferred Compensation Plans
Schedule 6.4(b)	FAC Deferred Compensation Plans
Schedule 6.6(b)	Employees Eligible for FAC/First Advantage 401(k) Plans
Schedule 6.9(c)	FinCo Employees on International Assignment
Schedule 6.10(c)	Service Credits Under Plans
Schedule 12.8	Exceptions to Arbitration

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of June 1, 2010, by and between The First American Corporation, a California corporation (“ FAC ”) and First American Financial Corporation, a Delaware corporation (“ FinCo ”). Each of FAC and FinCo is sometimes referred to herein as a “ Party ” and collectively as the “ Parties .”

W I T N E S S E T H:

WHEREAS, FAC, acting through its direct and indirect Subsidiaries, currently conducts (i) the FinCo Business (as defined herein) and (ii) the FAC Retained Business (as defined herein);

WHEREAS, the Board of Directors of FAC has determined that it is appropriate, desirable and in the best interests of FAC and its shareholders to separate FAC into two separate, publicly traded companies, one for the FinCo Business, which shall be owned and conducted, directly or indirectly, by FinCo, and one for the FAC Retained Business, which shall be owned and conducted, directly or indirectly, by FAC;

WHEREAS, in order to effect such separation, the Board of Directors of FAC has determined that it is appropriate, desirable and in the best interests of FAC and its shareholders (i) to enter into a series of transactions whereby (A) FAC and/or one or more members of the FAC Group will, collectively, own all of the FAC Retained Assets and assume (or retain) all of the FAC Retained Liabilities and (B) FinCo and/or one or more members of the FinCo Group will, collectively, own all of the FinCo Assets and assume (or retain) all of the FinCo Liabilities and (ii) for FAC to distribute to the holders of FAC Common Shares on a pro rata basis (in each case without consideration being paid by such shareholders) all of the outstanding shares of common stock, par value $0.00001 per share, of FinCo (the “ FinCo Common Stock ”) (such transactions as they may be amended or modified from time to time, collectively, the “ Plan of Separation ”);

WHEREAS, each of FAC and FinCo has determined that it is necessary and desirable, on or prior to the Effective Time (as defined herein), to allocate and transfer to the applicable Party or its Subsidiaries the FAC Retained Assets and the FinCo Assets, and to allocate and assign to the applicable Party or its Subsidiaries responsibility for the FAC Retained Liabilities and the FinCo Liabilities;

WHEREAS, it is the intention of the Parties that the contributions of Assets to, and the assumption of Liabilities by FinCo, together with the corresponding distribution of all of the FinCo Common Stock, qualifies as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”);

WHEREAS, it is the intention of the Parties that the distribution of the FinCo Common Stock to the shareholders of FAC will qualify as tax-free under Section 355(a) of the Code to such shareholders, and as tax-free to FAC under Section 361(c) of the Code;

WHEREAS, each of FAC and FinCo has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Plan of Separation and the

Distribution and to set forth other agreements that will govern certain other matters following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.1 General . As used in this Agreement, the following terms shall have the following meanings:

“ 2010 Internal Control Audit and Management Assessments ” shall have the meaning set forth in Section 5.2(a) .

“ Acquiring Title Underwriter ” shall mean any Title Underwriter that is a party to a transaction with FAC or any member of the FAC Group that results in the occurrence of a Triggering Event.

“ Action ” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“ Active Trade or Business Assets ” shall mean any Assets that FinCo relied upon to satisfy the active trade or business requirement of Section 355(b) of the Code in connection with the Distribution-Related Transactions.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that no Party or member of any Group shall be deemed to be an Affiliate of another Party or member of such other Party’s Group by reason of having one or more directors in common. For the avoidance of doubt, the Parties shall constitute Affiliates of one another prior to, but not after, the Effective Time.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Agreement Disputes ” shall have the meaning set forth in Section 12.1 .

“ Allocable Portion of Insurance Proceeds ” shall have the meaning set forth in Section 13.4(b) .

“ Allocable Share of the Deductible ” shall have the meaning set forth in Section 13.4(c) .

“ Ancillary Agreements ” shall mean all of the written Contracts, instruments, assignments, licenses, guaranties, indemnities or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including the Conveyancing and Assumption Instruments, the Tax Sharing Agreement, the Transition Services Agreements, the Litigation Management Agreement, the License Agreement and the Non-Compete Agreement.

“ Annual Reports ” shall have the meaning set forth in Section 5.2(c) .

“ Applicable FAC Percentage ” shall mean fifty percent (50%).

“ Applicable FinCo Percentage ” shall mean fifty percent (50%).

“ Applicable Percentage ” shall mean (i) as to FAC, the Applicable FAC Percentage and (ii) as to FinCo, the Applicable FinCo Percentage.

“ Assets ” shall mean assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all apparatuses, computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, molds, tooling, dies, prototypes and models and other tangible personal property;

(iii) all inventory, including supplies, parts, goods, raw materials and products;

(iv) all interests in and rights with respect to real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi) all license Contracts, leases of personal property, open purchase orders for services, supplies, parts, goods, raw materials or products, unfilled orders from customers and other Contracts or commitments;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivable;

(xiii) all rights under Contracts, all claims or rights against any Person, choses in action or similar rights, whether accrued or contingent;

(xiv) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv) all licenses, permits, approvals and authorizations that have been issued by any Governmental Entity;

(xvi) all cash or cash equivalents, bank accounts, lock boxes and other third-party deposit arrangements; and

(xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

“ Assume ” shall have the meaning set forth in Section 2.3 ; and the terms “ Assumed ” and “ Assumption ” shall have their correlative meanings.

“ Audited Party ” shall have the meaning set forth in Section 5.2(b) .

“ Business ” shall mean the FAC Retained Business or the FinCo Business, as applicable.

“ Business Day ” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in the State of California.

“ Business Entity ” shall mean any corporation, partnership, limited liability company, joint venture or other entity that may legally hold title to Assets.

“ California Courts ” shall have the meaning set forth in Section 14.19 .

“ Cash Value Appraiser ” shall have the meaning set forth in Section 9.4(b) .

“ Change in Control ” shall mean the happening of any of the following:

(i) The consummation of a merger or consolidation of a Party with or into another entity or any other corporate reorganization, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation, or other reorganization is owned by Persons who were not shareholders of such Party immediately prior to such merger, consolidation, or other reorganization.

(ii) The sale, Transfer, or other disposition of all or substantially all of a Party’s assets or the complete liquidation or dissolution of a Party.

(iii) Any transaction as a result of which any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of a Party representing at least fifty percent (50%) of the total voting power of such Party’s then outstanding voting securities.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of a Party’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held such Party’s securities immediately before such transaction.

“ Claims Administration ” shall mean the processing of claims made under the Shared Policies, including the reporting of claims to the insurance carriers, management and defense of claims and the provision of appropriate releases upon settlement of claims.

“ Closing Ex-Distribution FAC Share Price ” shall mean the last per share trading price of the “ex-distribution” common shares of FAC on the Distribution Date.

“ Closing FAC Share Price ” shall mean the last per share trading price of “regular-way” FAC Common Shares on the Distribution Date.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall have the meaning set forth in the recitals.

“ Commission ” shall mean the United States Securities and Exchange Commission.

“ Confidential Business Information ” shall mean all Information, data or material other than Confidential Operational Information, including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business plans, (iv) general market evaluations and surveys and (v) financing and credit-related information.

“ Confidential Information ” shall mean Confidential Business Information and Confidential Operational Information concerning a Party and/or its Subsidiaries that, prior to or following the Effective Time, has been disclosed by a Party or its Subsidiaries to the other Party or its Subsidiaries in written, oral (including by recording), electronic, or visual form, or has otherwise come into the possession of the other, including pursuant to the access provisions of Section 11.1 or Section 11.2 or any other provision of this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no fault of such Party or its Subsidiaries or (ii) lawfully acquired by such Party or its Subsidiaries from other sources; provided , however , that in the case of clause (ii) , to the knowledge of the Party or Subsidiary whose information was disclosed, such disclosing sources did not provide such information in breach of any confidentiality obligations).

“ Confidential Operational Information ” shall mean all operational Information, data or material including (i) specifications, ideas and concepts for services and products, (ii) quality assurance policies, procedures and specifications, (iii) customer information, (iv) Software, (v) training materials and information and (vi) all other know-how, methodology, procedures, techniques and trade secrets related to design, development and operational processes.

“ Consents ” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity.

“ Contingent Shared Assets ” shall mean (i) any of the Assets set forth on Schedule 1.1(a) (Contingent Shared Assets) , (ii) any and all Assets relating to, arising out of or resulting from the business or operations of FAC or any of its predecessor companies or businesses or any of its Affiliates, Subsidiaries and divisions other than any claim or right (against any Person other than any member of the FAC Group or FinCo Group) that is a FinCo Asset or FAC Retained Asset (or is otherwise specifically allocated to any Party or Parties under this Agreement or any Ancillary Agreement), if and to the extent such claim or other right has accrued as of the Effective Time (or relates to any events or circumstances prior to the Effective Time), or if such claim or other right were known and fixed prior to the Effective Time, would have been reflected on the consolidated balance sheet of FAC prior to the Effective Time or (iii) any Assets relating to, arising from or involving a general corporate matter of FAC, including any Assets to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly owned or managed by FAC or any of its Affiliates prior to the Effective Time (other than any Asset to the extent relating to any terminated Business Entity, business or operation formerly and primarily owned and managed by or associated with any member of the FinCo Group or the FAC Group, as the case may be, or any of their respective Businesses), and, in each case of subclauses (i) , (ii) and (iii) , which is not otherwise a FinCo Asset or FAC Retained Asset. An Asset meeting the foregoing definition shall be considered a Contingent Shared Asset regardless of whether as of the Effective Time there is any Action pending, threatened or contemplated with respect thereto. For purposes of the foregoing, an Asset shall be deemed to have accrued as of the Effective Time if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Effective Time, such that the Asset, were it asserted in an Action on or prior to the Effective Time, would not be dismissed by a court on ripeness or similar grounds.

Notwithstanding anything to the contrary in this definition of “Contingent Shared Assets,” Contingent Shared Assets shall not include any Assets related to, attributable to or arising in connection with Taxes or Tax Returns, which are expressly governed by the Tax Sharing Agreement.

The term “Contingent” as used in this definition of “Contingent Shared Asset” is a term of convenience only and shall not otherwise limit the type or manner of Assets that would otherwise be within the provisions of clauses (i) – (iii) of this definition.

“ Contingent Shared Liabilities ” shall mean (i) any of the Liabilities set forth on Schedule 1.1(b) (Contingent Shared Liabilities) , (ii) any and all Liabilities relating to, arising out of or resulting from the business or operations of FAC, any of its predecessor companies or businesses or any of its Affiliates, Subsidiaries and divisions, other than any obligation (against any Person other than any member of the FAC Group or FinCo Group) that is a FinCo Liability or FAC Retained Liability (or is otherwise specifically allocated to any Party or Parties under this Agreement or any Ancillary Agreement), if and to the extent such obligation has accrued as of the Effective Time (or relates to any events or circumstances prior to the Effective Time), or if such obligation were known and fixed prior to the Effective Time, would have been reflected on the consolidated balance sheet of FAC prior to the Effective Time or (iii) any Liabilities relating to, arising from or involving a general corporate matter of FAC, including any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly owned or managed by FAC or any of its Affiliates prior to the Effective Time (other than any Liability to the extent relating to any terminated Business Entity, business or operation formerly and primarily owned and managed by or associated with any member of the FinCo Group or the FAC Group, as the case may be, or any of their respective Businesses), and, in each case of subclauses (i) , (ii) and (iii) , which is not otherwise a FinCo Liability or FAC Retained Liability. A Liability meeting the foregoing definition shall be considered a Contingent Shared Liability regardless of whether as of the Effective Time there is any Action pending, threatened or contemplated with respect thereto. For purposes of the foregoing, a Liability shall be deemed to have accrued as of the Effective Time if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Effective Time, such that were the Liability asserted in an Action on or prior to the Effective Time, it would not be dismissed by a court on ripeness or similar grounds.

Notwithstanding anything to the contrary in this definition of “Contingent Shared Liabilities,” Contingent Shared Liabilities shall not include any Liabilities related to or attributable to or arising in connection with Taxes or Tax Returns, which are expressly governed by the Tax Sharing Agreement.

The term “Contingent” as used in this definition of “Contingent Shared Liabilities” is a term of convenience only and shall not otherwise limit the type or manner of Liabilities that would otherwise be within the provisions of clauses (i) – (iii) of this definition.

“ Continuing Arrangements ” shall mean those arrangements set forth on Schedule 1.1(c) (Continuing Arrangements) and any Contracts among a third party and each of the Parties or a member of each Party’s respective Group (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under

any such Contracts constitute FinCo Assets or FinCo Liabilities or FAC Retained Assets or FAC Retained Liabilities, such Contracts shall be assigned or retained pursuant to ARTICLE II ).

“ Contract ” shall mean any agreement, contract, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking (whether written or oral and whether express or implied).

“ Conveyancing and Assumption Instruments ” shall mean, collectively, the various Contracts and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Plan of Separation, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

“ Data Tree ” shall mean Data Tree LLC, a California limited liability company.

“ Disclosure Documents ” shall mean any registration statement (including any registration statement on Form 10) filed with the Commission by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus, offering memorandum, offering circular (including franchise offering circular or any similar disclosure statement) or similar disclosure document, whether or not filed with the Commission or any other Governmental Entity, which offers for sale or registers the Transfer or distribution of any security of such Party or any of its controlled Affiliates.

“ Dispute Notice ” shall have the meaning set forth in Section 12.1 .

“ Distribution ” shall mean the distribution, on the Distribution Date, to holders of record of FAC Common Shares as of the Distribution Record Date, of the FinCo Common Stock owned by FAC on the basis of one (1) share of FinCo Common Stock for each outstanding FAC Common Share.

“ Distribution Agent ” shall mean Wells Fargo Shareowner Services.

“ Distribution Date ” shall mean the date on which FAC distributes all of the issued and outstanding shares of FinCo Common Stock to the holders of FAC Common Shares.

“ Distribution Record Date ” shall mean such date as may be determined by FAC’s Board of Directors as the record date for the Distribution.

“ Distribution-Related Transactions ” shall mean the (i) Distribution and (ii) the distribution by FATICO of all of the issued and outstanding stock of CoreLogic Holdings II, Inc., a Delaware corporation, to FAC.

“ Effective Time ” shall mean 10:00 a.m, Eastern Time, on the Distribution Date.

“ Election Notice ” shall have the meaning set forth in Section 9.3(a) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ESPP ” shall have the meaning set forth in Section 6.3 .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

“ FAC ” shall have the meaning set forth in the preamble.

“ FAC Balance Sheet ” shall mean the combined balance sheet of the FAC Group prepared to give effect to the transactions contemplated hereby, including the notes thereto, as of March 31, 2010; provided , that to the extent any Assets or Liabilities are Transferred by FinCo or any member of its Group to FAC or any member of the FAC Group or vice versa in connection with the Plan of Separation and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the FAC Balance Sheet, as the case may be.

“ FAC Common Shares ” shall mean the issued and outstanding common shares of FAC, par value $1.00 per share, or the securities of any successor issuer into which such shares are converted or exchanged.

“ FAC Deferred Compensation Plans ” shall mean the nonqualified deferred compensation plans as set forth in Section 6.4(b) and any other legacy nonqualified deferred compensation plan sponsored by members of the FAC Group.

“ FAC Directors ” shall mean members of the Board of Directors of FAC.

“ FAC Disability Plans ” shall mean the short-term disability program and long-term disability program to be established by FAC under Section 6.8(d) , to be effective no later than the Distribution Date.

“ FAC Employee ” shall mean an active employee or an individual on vacation or leave of absence (including maternity, paternity, parental, family, short-term or long-term sick leave, qualified military service and other leaves) who is employed by FAC or any member of the FAC Group immediately following the Distribution Date. FAC Employee shall also include any employee of an entity in the FAC Group who, as of the Distribution Date, is receiving short-term or long-term disability benefits or workers’ compensation benefits.

“ FAC Equity Plans ” shall mean, collectively, the equity-based plans set forth on Schedule 1.1(d) (FAC Equity Plans) .

“ FAC Fringe Benefit Plans ” shall mean the fringe benefit plans to be established by FAC under Section 6.8(f) .

“ FAC Group ” shall mean FAC and each Person that is a direct or indirect Subsidiary of FAC immediately after the Effective Time, and each Business Entity that becomes

a Subsidiary of FAC after the Effective Time, which shall include those entities identified as such on Schedule 1.1(e) (FAC Group) .

“ FAC Group Insurance Plans ” shall mean the basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance program to be established by FAC under Section 6.8(e) and to be effective no later than the Distribution Date.

“ FAC Health Plans ” shall mean the FAC employee health benefit plans, any other medical, HMO, prescription drugs, vision, and dental plans and any similar or successor plans to be established by FAC under Section 6.8(b) .

“ FAC Health & Welfare Plans ” shall mean the FAC Health Plans, FAC Section 125 Plan, FAC Disability Plans, FAC Group Insurance Plans, FAC Fringe Benefit Plans, and any other plan, program or arrangement sponsored by FAC and described or addressed under Section 6.8 .

“ FAC Indemnitees ” shall mean FAC, each member of the FAC Group, each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, except the FinCo Indemnitees.

“ FAC Option ” means an option to purchase from FAC a stated number of FAC Common Shares at a specified price.

“ FAC Plans ” shall mean the employee benefit plans, policies, programs, payroll practices, and arrangements retained by the FAC Group under this Agreement for the benefit of FAC Employees and, where applicable, Former FAC Employees.

“ FAC Restoration Plan ” shall mean the new plan to which the portion of The First American Corporation Pension Restoration Plan relating to FAC Employees and Former FAC Employees are to be transferred pursuant to Section 6.7(a) .

“ FAC Restricted Stock Unit ” shall mean a unit granted by FAC pursuant to one of the FAC Equity Plans representing a general unsecured promise by FAC to deliver a FAC Common Share.

“ FAC Retained Assets ” shall mean:

(i) the ownership interests in those Business Entities that are included in the definition of FAC Group, including those Business Entities set forth on Schedule 1.1(e) (FAC Group) pursuant to the definition of FAC Group;

(ii) all FAC Retained Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any FAC Retained Asset or the FAC Retained Business;

(iii) any and all Assets reflected on the FAC Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for FAC

or any member of the FAC Group subsequent to the date of such balance sheet that, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv) subject to ARTICLE XIII , any rights of any member of the FAC Group under any Policies, including any rights thereunder;

(v) any and all Assets owned or held immediately prior to the Effective Time by FAC or any of its Subsidiaries primarily relating to or used in the FAC Retained Business. The intention of this clause (v) is only to rectify any inadvertent omission of the Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a FAC Retained Asset. No Asset shall be deemed a FAC Retained Asset solely as a result of this clause (v) unless a claim with respect thereto is made by FAC within the applicable time period(s) established by Section 2.6(d) ;

(vi) the Assets set forth on Schedule 1.1(f) (FAC Retained Assets) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets that have been or are to be Transferred to FAC or any other member of the FAC Group; and

(vii) the Applicable FAC Percentage of any Contingent Shared Asset.

Notwithstanding the foregoing, the FAC Retained Assets shall not include: (a) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the FinCo Group; nor (b) any Liabilities expressly assumed by FinCo pursuant to Section 2.3 of this Agreement.

In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a FAC Retained Asset, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (v) shall take priority over clause (iii) of this definition of “FAC Retained Assets” and over clause (iii) of the definition of “FinCo Assets.”

“ FAC Retained Business ” shall mean (i) the business and operations of the segments of FAC comprising the information solutions group of FAC as described in the FAC Annual Report on Form 10-K for the year ended December 31, 2009 (specifically excluding the financial services businesses of FinCo as described in the FinCo Registration Statement) (ii) the business and operations conducted by the FAC Group, (iii) any other business conducted primarily through the use of the FAC Retained Assets prior to the Effective Time and (iv) the businesses and operations of Business Entities acquired or established after the Distribution Date by or for the information solutions group of FAC in connection with the operation of the FAC Retained Business.

“ FAC Retained Contracts ” shall mean the following Contracts to which FAC or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof that is expressly contemplated not to be Transferred by any member of the FinCo Group to FAC or that is expressly contemplated to be Transferred to (or remain with) any member of the FinCo Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the FAC Group;

(ii) any Contract that relates primarily to the FAC Retained Business;

(iii) any Contract representing capital or operating equipment lease obligations reflected on the FAC Balance Sheet;

(iv) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(b) ) or any of the Ancillary Agreements to be assigned to any member of the FAC Group; and

(v) any guaranty, indemnity, representation or warranty of or in favor of any member of the FAC Group.

“ FAC Retained Liabilities ” shall mean:

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the FAC Group, and all obligations and Liabilities expressly Assumed by any member of the FAC Group under this Agreement or any of the Ancillary Agreements;

(ii) any and all Liabilities primarily relating to, arising out of or resulting from:

(A) the operation or conduct of the FAC Retained Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(B) the operation or conduct of any business conducted by any member of the FAC Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(iii) any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation (A) formerly and primarily owned or managed by or associated with any member of the FAC Group as it relates to the FAC Retained Business or (B) set forth on Schedule 1.1(g) (FAC Retained Liabilities) ;

(iv) the Applicable FAC Percentage of any Contingent Shared Liability;

(v) any Liabilities relating to Former FAC Employees and employees of the FAC Group who do not become FinCo Employees immediately following the Effective Time;

(vi) all Liabilities relating to, arising out of or resulting from the 7.55% Senior Debentures Due 2028 or 5.70% Senior Notes Due 2014 issued under the Senior Indenture, dated as of April 7, 1998, between FAC and Wilmington Trust Company (“ Wilmington ”), as trustee (as amended by the First Supplemental Indenture, dated as of July 26, 2004); the 8.50% Junior Subordinated Deferrable Interest Debentures issued under the Junior Subordinated Debenture Indenture, dated as of April 22, 1997, between FAC and Wilmington, as trustee; and the Guarantee Agreement, dated as of September 18, 1997, between Wilmington and FAC, as payment guarantor of the 8.5% Capital Securities issued by First American Capital Trust I and any tender offer in connection with any of the foregoing;

(vii) any Liabilities relating to, arising out of or resulting from the Amended and Restated Credit Agreement dated as of April 12, 2010 between FAC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time;

(viii) any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the FAC Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the FAC Retained Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the FAC Retained Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such);

(ix) Specified Shared Expenses, to the extent provided in Section 5.4 ; and

(x) all Liabilities reflected as liabilities or obligations on the FAC Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet that, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the FAC Balance Sheet.

Notwithstanding anything to the contrary herein, the FAC Retained Liabilities shall not include: (a) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or Assumed by any member of the FinCo Group or for which any such Party is liable; (b) any Contracts expressly Assumed by any member of the FinCo Group under this Agreement or any of the Ancillary Agreements; or (c) any Liabilities expressly assumed by FinCo pursuant to Section 2.3 of this Agreement.

In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a FAC Retained Liability, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (ii) shall take priority over clause (x) of this definition of “FAC Retained Liabilities” and over clause (viii) of the definition of “FinCo Liabilities.”

For the sake of clarity, no Liability shall be a FAC Retained Liability solely as a result of FAC being named as party to or in any Action due to FAC’s status as the remaining and legacy Business Entity, or as a result of its status as the direct or indirect holder of the securities of any Business Entity (unless such entity is (A) a member of the FAC Group and (B) such Liability primarily relates to the FAC Retained Business or otherwise fits within one of the categories of FAC Retained Liabilities in clauses (i) through (x) above).

“ FAC Savings Plans ” shall mean the First Advantage Savings Plan, and any other savings plans in the United States or any other country covering FAC Employees, and all related trusts and other funding arrangements, other than the FinCo Savings Plans and trusts and other funding arrangements related thereto that FAC shall retain pursuant to Section 6.6(b)(i) .

“ FAC Section 125 Plan ” shall mean the flexible spending account or flexible benefit plan qualified under Section 125 of the Code to be established by FAC under Section 6.8(c) .

“ FAC Shares ” shall have the meaning set forth in Section 8.1(a) .

“ FACL ” shall mean First American CoreLogic, Inc., a Delaware corporation, and any successors thereof.

“ FACL Change in Control ” shall mean the happening of any of the following:

(i) The entry into a definitive agreement relating to, or the consummation of a merger or consolidation of (A) FAC, (B) the entity that has direct ownership of the RES Database or any portion thereof or (C) any entity that has indirect ownership of the RES Database or any portion thereof, with or into a Title Underwriter or any Affiliate thereof or an entity acting in concert with a Title Underwriter or an Affiliate thereof, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by Persons who were not shareholders of such entity immediately prior to such merger, consolidation or other reorganization.

(ii) The sale, Transfer, or other disposition of all or substantially all of the Assets of (A) FAC, (B) the entity that has direct ownership of the RES Database or any portion thereof or (C) any entity that has indirect ownership of the RES Database or any portion thereof, or the complete liquidation or dissolution of such entity, whereby a Title Underwriter or any Affiliate thereof or an entity acting in concert with a Title Underwriter or an Affiliate thereof gains control of such Assets or entities.

(iii) Any transaction as a result of which any Title Underwriter or any Affiliate thereof or an entity acting in concert with a Title Underwriter or an Affiliate thereof becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of (A) FAC, (B) the entity that has direct ownership of the RES Database or any portion thereof or (C) any entity that has indirect ownership of the RES Database or any portion thereof, representing at least twenty-five percent (25%) of the total voting power of such entity’s then outstanding voting securities.

“ FATICO ” means First American Title Insurance Company, a California corporation.

“ FinCo ” shall have the meaning set forth in the preamble.

“ FinCo Assets ” shall mean:

(i) the ownership interests in those Business Entities that are included in the definition of FinCo Group including those Business Entities set forth on Schedule 1.1(i) (FinCo Group) pursuant to the definition of FinCo Group;

(ii) all FinCo Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any FinCo Asset or the FinCo Business;

(iii) any and all Assets reflected on the FinCo Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for FinCo or any member of the FinCo Group subsequent to the date of such balance sheet that, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv) subject to ARTICLE XIII , any rights of any member of the FinCo Group under any Policies;

(v) any and all Assets owned or held immediately prior to the Effective Time by FAC or any of its Subsidiaries primarily relating to or used in the FinCo Business. The intention of this clause (v) is only to rectify any inadvertent omission of the Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a FinCo Asset. No Asset shall be deemed a FinCo Asset solely as a result of this clause (v) unless a claim with respect thereto is made by FinCo within the applicable time period(s)

established by Section 2.6(d) ;

(vi) the Assets set forth on Schedule 1.1(h) (FinCo Assets) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets that have been or are to be Transferred to FinCo or any other member of the FinCo Group; and

(vii) the Applicable FinCo Percentage of any Contingent Shared Asset.

Notwithstanding the foregoing, the FinCo Assets shall not include any: (a) Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the FAC Group and (b) any Liabilities expressly assumed by FAC pursuant to Section 2.3 of this Agreement.

In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a FinCo Asset, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof, and clause (v) shall take priority over clause (iii) of this definition of “FinCo Assets” and clause (iii) of the definition of “FAC Retained Assets.”

“ FinCo Balance Sheet ” shall mean the combined balance sheet of the FinCo Group, including the notes thereto, as of March 31, 2010, as filed with the Commission; provided , that to the extent any Assets or Liabilities are Transferred by FAC or any member of its Group to FinCo or any member of the FinCo Group or vice versa in connection with the Plan of Separation and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the FinCo Balance Sheet, as the case may be.

“ FinCo Business ” shall mean (i) the business and operations described in the FinCo Registration Statement, (ii) the business and operations conducted by the FinCo Group (iii) any other business conducted primarily through the use of the FinCo Assets prior to the Effective Time and (iv) the businesses and operations of Business Entities acquired or established by or for FinCo or any of its Subsidiaries after the date of this Agreement.

“ FinCo Common Stock ” shall have the meaning set forth in the recitals hereto.

“ FinCo Contracts ” shall mean the following Contracts to which FAC or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof that is expressly contemplated not to be Transferred by any member of the FAC Group to the FinCo Group or that is expressly contemplated to be Transferred to (or remain with) any member of the FAC Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the FinCo Group;

(ii) any Contract that relates primarily to the FinCo Business;

(iii) any Contract representing capital or operating equipment lease obligations reflected on the FinCo Balance Sheet;

(iv) any Contract or part thereof, that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(b) ) or any of the Ancillary Agreements to be assigned to any member of the FinCo Group; and

(v) any guaranty, indemnity, representation or warranty of or in favor of any member of the FinCo Group.

“ FinCo Deferred Compensation Plans ” shall mean the nonqualified deferred compensation plans as set forth in Section 6.4(a) (and Schedule 6.4(a) (FinCo Deferred Compensation Plans) thereto) and any other legacy nonqualified deferred compensation plan sponsored by members of the FinCo Group.

“ FinCo Directors ” shall mean members of the Board of Directors of FinCo.

“ FinCo Disability Plans ” shall mean the short-term disability program and long-term disability program to be established by FinCo under Section 6.8(d) .

“ FinCo Employee ” shall mean an active employee or an individual on vacation or on leave of absence (including maternity, paternity, parental, family, short-term or long-term sick leave, qualified military service and other leaves) who immediately following the Distribution Date is employed by FinCo or any member of the FinCo Group. FinCo Employee shall also include any employee of an entity in the FinCo Group who, as of the Distribution Date, is receiving short-term or long-term disability benefits or workers’ compensation benefits.

“ FinCo Fringe Benefit Plans ” shall mean the fringe benefit plans to be established by FinCo under Section 6.8(f).

“ FinCo Group ” shall mean FinCo and each Person that is a direct or indirect Subsidiary of FinCo immediately after the Effective Time, and each Person that becomes a Subsidiary of FinCo after the Effective Time, which shall include those entities identified as such on Schedule 1.1(i) (FinCo Group) .

“ FinCo Group Insurance Plans ” shall mean the basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance program to be established by FinCo under Section 6.8(e)

“ FinCo Health Plans ” shall mean employee health benefit plans, any other medical, HMO, prescription drugs, vision, and dental plans and any similar or successor plans program to be established by FinCo under Section 6.8(a) .

“ FinCo Health & Welfare Plans ” shall mean the FinCo Health Plans, FinCo Section 125 Plan, FinCo Disability Plans, FinCo Group Insurance Plans, FinCo Fringe Benefit Plans, and any other plan, program or arrangement sponsored by FinCo and described or addressed under Section 6.8 .

“ FinCo Incentive Compensation Plan ” shall have the meaning set forth in Section 6.1(a)(iv) .

“ FinCo Indemnitees ” shall mean each member of the FinCo Group and each of their Affiliates and each of their respective Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

“ FinCo Information Statement ” shall mean the information statement attached as an exhibit to the FinCo Registration Statement, as sent to the holders of FAC Common Shares in connection with the Distribution, including any amendment or supplement thereto.

“ FinCo Liabilities ” shall mean:

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the FinCo Group, and all obligations and Liabilities expressly Assumed by any member of the FinCo Group under this Agreement or any of the Ancillary Agreements;

(ii) any and all Liabilities primarily relating to, arising out of or resulting from:

(A) the operation or conduct of the FinCo Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(B) the operation or conduct of any business conducted by any member of the FinCo Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(iii) any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation (A) formerly and primarily owned or managed by or associated with any member of the FinCo Group or any FinCo Business or (B) set forth on Schedule 1.1(j) (FinCo Liabilities) ;

(iv) the Applicable FinCo Percentage of any Contingent Shared Liability;

(v) any Liabilities relating to any FinCo Employee or Former FinCo Employee in respect of the period prior to, on or after the Effective Time;

(vi) any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the FinCo Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the FinCo Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the FinCo Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such);

(vii) Specified Shared Expenses to the extent provided in Section 5.4 ;

(viii) all Liabilities reflected as liabilities or obligations on the FinCo Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet that, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the FinCo Balance Sheet.

Notwithstanding anything to the contrary herein, the FinCo Liabilities shall not include: (a) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or Assumed by any member of the FAC Group or for which any such Party is liable; (b) any Contracts expressly Assumed by any member of the FAC Group under this Agreement or any of the Ancillary Agreements; and (c) any Liabilities expressly assumed by FAC pursuant to Section 2.3 of this Agreement.

In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a FinCo Liability, any item explicitly included on a Schedule referred to in this definition shall take priority over any provision of the text hereof and clause (ii) shall take priority over clause (viii) of this definition of “FinCo Liabilities” and over clause (x) of the definition of “FAC Retained Liabilities.”

For the sake of clarity, no Liability shall be a FinCo Liability as a result of FinCo’s status as the direct or indirect holder of the securities of any Business Entity (unless such entity is (A) a member of the FinCo Group and (B) such Liability primarily relates to the FinCo Business or otherwise fits within one of the categories of FinCo Liabilities in clauses (i) through (viii) above).

“ FinCo Option ” shall have the meaning set forth in Section 6.1(a)(i) .

“ FinCo Pension Plan ” shall mean the Pre-Distribution Pension Plan that FinCo shall Assume under Section 6.5(a) .

“ FinCo Plans ” shall mean the employee benefit plans, policies, programs, payroll practices, and arrangements established or assumed by the FinCo Group under this Agreement for the benefit of FinCo Employees and where applicable, Former FinCo Employees.

“ FinCo Policies ” shall mean all Policies, current or past, that are owned or maintained by or on behalf of FAC or any Subsidiary of FAC, that relate exclusively to the FinCo Business and that are either maintained by FinCo or a member of the FinCo Group or assignable to FinCo or a member of the FinCo Group.

“ FinCo Registration Statement ” shall mean the registration statement on Form 10 filed by FinCo, in connection with the Distribution, with, and declared effective by, the Commission.

“ FinCo Restoration Plan ” shall mean the portion of The First American Corporation Pension Restoration Plan relating to FinCo Employees and Former FinCo Employees.

“ FinCo Restricted Stock Unit ” shall mean a unit representing a general unsecured promise by FinCo to deliver a share of FinCo Common Stock, which unit is granted pursuant to the FinCo Incentive Compensation Plan as part of the adjustment to FAC Restricted Stock Units being made in connection with the Distribution.

“ FinCo Savings Plans ” shall mean the Pre-Distribution Savings Plans and any other savings plans in the United States or any other country covering FinCo Employees, and all related trusts and other funding arrangements, other than the FAC Savings Plans and trusts and other funding arrangements related thereto that FinCo shall Assume under Section 6.6(a)(i) .

“ FinCo Section 125 Plan ” shall mean the flexible spending account or flexible benefit plan qualified under Section 125 of the Code to be assumed by FinCo under Section 6.8(c) .

“ FinCo Shared Policies ” shall mean all Policies, current or past, that are owned or maintained by or on behalf of FAC or any Subsidiary of FAC and that relate to the FinCo Business, other than FinCo Policies.

“ First Advantage Directors ” shall mean members of the Board of Directors of First Advantage Corporation, a Delaware corporation.

“ First Advantage Savings Plan ” shall mean the First Advantage Corporation 401(k) Savings Plan.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), that by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities or other national or international calamities or one or more acts of terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the receipt by a Party of a hostile takeover offer, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“ Former Corporate Employee ” shall mean those individuals identified on Schedule 1.1(k) (Former Corporate Employees) , any former employee who terminated employment with all members of the FAC Group before the Distribution Date (other than a Former FAC Employee or Former FinCo Employee).

“ Former FAC Employee ” shall mean any former employee who terminated employment with all members of the FAC Group before the Distribution Date and who was last employed by a member of the FAC Group or in the FAC Business, including, without limitation, the individuals listed on Schedule 1.1(l) (Former FAC Employees) .

“ Former FAC Director ” shall mean any individual who was not an employee of FAC and who formerly served as a FAC Director and terminated service with all members of the FAC Group before the Distribution Date.

“ Former First Advantage Director ” shall mean any former member of the Board of Directors of First Advantage Corporation, a Delaware corporation, who terminated service with all members of the FAC Group before the Distribution Date.

“ Former FinCo Employee ” shall mean any former employee who prior to the Distribution Date terminated employment with all members of the group comprised of FAC and its Affiliates (as of prior to the Distribution Date) and was last employed by a member of the FinCo Group or in the FinCo Business, including, without limitation, the individuals listed on Schedule 1.1(m) (Former FinCo Employees) .

“ Go Shop Period ” has the meaning set forth in Section 8.3(b)(ii) .

“ Governmental Approvals ” shall mean any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Entity.

“ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“ Group ” shall mean (i) with respect to FAC, the FAC Group and (ii) with respect to FinCo, the FinCo Group.

“ Guaranty Release ” shall have the meaning set forth in Section 2.10(b) .

“ Income Taxes ” shall have the meaning set forth in the Tax Sharing Agreement.

“ Indemnifiable Loss ” and “ Indemnifiable Losses ” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other

professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, indirect, punitive damages (other than special, consequential, indirect and/or punitive damages awarded to any third party against an Indemnitee) and/or Taxes (which, for the avoidance of doubt, are governed exclusively by the Tax Sharing Agreement).

“ Indemnifying Party ” shall have the meaning set forth in Section 10.4(b) .

“ Indemnitee ” shall have the meaning set forth in Section 10.4(b) .

“ Indemnity Payment ” shall have the meaning set forth in Section 10.8(a) .

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, trade secrets, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

“ Insurance Administration ” shall mean, with respect to each Shared Policy, (i) the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies (ii) the reporting to excess insurance carriers of any losses or claims that may cause the per-occurrence, per-claim or aggregate limits of any Shared Policy to be exceeded, and (iii) the distribution of Insurance Proceeds as contemplated by this Agreement.

“ Insurance Proceeds ” shall mean those amounts (i) received by an insured from an insurance carrier, including due to premium adjustments, whether or not retrospectively rated, or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium deductible or self-insured retention. For the avoidance of doubt, “Insurance Proceeds” shall not include any costs or expenses incurred by a Party in pursuing insurance coverage.

“ Insured Claims ” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, whether or not subject to deductibles, co-insurance, self-insured retentions, or uncollectibility due to insurer insolvency.

“ Intellectual Property ” shall mean all intellectual property and industrial property rights of any kind or nature, including all U.S. and foreign (i) patents, patent applications, patent disclosures, derivative patents and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, (iv) rights of publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential information,

know-how, inventions, proprietary processes, formulae, models and methodologies, (viii) rights of privacy and rights to personal information, (ix) telephone numbers and Internet protocol addresses, (x) all rights in the foregoing and in other similar intangible assets, (ix) all applications and registrations for the foregoing and (xii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

“ IRS Ruling ” shall have the meaning set forth in Section 4.5(c) .

“ Law ” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law).

“ Liabilities ” shall mean (i) any and all debts, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or not matured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim, demand, Action, whether asserted or unasserted, (ii) any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or (iii) any fines, damages or equitable relief that may be imposed and including all costs and expenses related thereto.

“ Liable Party ” shall have the meaning set forth in Section 2.9(b) .

“ License Agreement ” shall mean the license agreement or agreements related to use of certain Intellectual Property to be entered between FAC and FinCo (or their designees) as licensor or licensee, as applicable.

“ Litigation Management Agreement ” shall mean that certain Litigation Management and Coordination Agreement between FAC and FinCo dated as of the date hereof.

“ Managing Party ” shall have the meaning set forth in Section 7.2(a) .

“ Non-Cash Consideration ” shall have the meaning set forth in Section 9.4(b) .

“ Non-Employee Directors ” shall have the meaning set forth in Section 6.1(d)(ii) .

“ NYSE ” shall mean the New York Stock Exchange.

“ Offer to Purchase ” shall have the meaning set forth in Section 8.3(b) .

“ Other Party ” shall have the meaning set forth in Section 2.9(a) .

“ Other Party Marks ” shall have the meaning set forth in Section 5.1(d) .

“ Other Party’s Auditors ” shall have the meaning set forth in Section 5.2(b) .

“ Party ” and “ Parties ” shall have the meanings set forth in the preamble.

“ Person ” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

“ PHI ” shall have the meaning set forth in Section 6.9(d) .

“ Plan of Separation ” shall have the meaning set forth in the recitals.

“ Plan Transfer Date ” shall have the meaning set forth in Section 6.8(a)(i) .

“ Policies ” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, marine, property and casualty, workers’ compensation and employee dishonesty insurance policies, self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

“ Pre-Distribution Deferred Compensation Plans ” shall mean The First American Corporation Deferred Compensation Plan, The First American Corporation Executive Supplemental Benefit Plan and The First American Corporation Management Supplemental Benefit Plan.

“ Pre-Distribution Disability Plans ” shall mean any short-term disability program and long-term disability program sponsored by FAC in place prior to the effective date of the FAC Disability Plans.

“ Pre-Distribution FinCo Stock Price ” shall have the meaning set forth in Section 6.1(a)(ii) .

“ Pre-Distribution Fringe Benefit Plans ” shall mean any fringe benefit plan sponsored by FAC in place prior to the effective date of the FinCo Fringe Benefit Plans and/or FAC Fringe Benefit Plans.

“ Pre-Distribution Group Insurance Plans ” shall mean any basic life insurance, dependent life insurance, optional life insurance, accidental death and dismemberment insurance, business travel accident insurance and executive group universal life insurance programs sponsored by FAC in place prior to the effective date of the FAC Group Insurance Plans.

“ Pre-Distribution Health Plans ” shall mean the FAC employee health benefit plans, any other medical, HMO, prescription drugs, vision, and dental plans and any similar or successor plans in place prior to the effective date of the FAC Health Plans.

“ Pre-Distribution Pension Plan ” shall mean The First American Corporation Pension Plan.

“ Pre-Distribution Restoration Plan ” shall mean The First American Corporation Pension Restoration Plan.

“ Pre-Distribution Savings Plan ” shall mean The First American Corporation 401(k) Savings Plan.

“ Pre-Distribution Section 125 Plan ” shall mean the flexible spending account or flexible benefit plan qualified under Section 125 of the Code sponsored by FAC in place prior to the effective date of the FAC Section 125 Plan.

“ Pre-Distribution Trust ” shall have the meaning set forth in Section 6.9(g) .

“ Prime Rate ” shall mean the rate per annum publicly announced by JPMorgan Chase & Co. (or the successor thereto) from time to time as its prime rate in effect at its principal office in New York City. For purposes of this Agreement, any change in the Prime Rate shall be effective on the date such change in the Prime Rate is publicly announced as effective.

“ Proposed Sale ” shall have the meaning set forth in Section 8.3(a) .

“ Proposed Sale Notice ” shall have the meaning set forth in Section 8.3(a) .

“ Prospectus ” means the prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement, as amended or supplemented by any free writing prospectus, whether or not required to be filed with the Commission, any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to the prospectus, and all material incorporated by reference in such prospectus or prospectus supplement.

“ Purchase Right ” shall have the meaning set forth in Section 9.1 .

“ Records ” shall mean any Contracts, documents, books, records or files.

“ Registrable Securities ” means (i) the FAC Shares and (ii) FAC Common Shares issued or issuable, directly or indirectly, in exchange for or with respect to the FAC Shares. Any particular Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act or (C) such securities may be resold to the public without volume or method of sale restrictions pursuant to Rule 144(k) (or any successor provision) under the Securities Act.

“ Registration Statement ” means (i) a shelf registration statement filed by FAC under the Securities Act permitting resales of the Registrable Securities on a delayed or continuous basis pursuant to the provisions of Section 8.4(a)(i) , (ii) in the circumstances contemplated by Section 8.4(a)(ii) , a registration statement filed by FAC under the Securities Act meeting the requirements of Section 8.4(a)(ii) , or (iii) in the circumstances contemplated by Section 8.4(b)(ii) , a registration statement on Form S-1 or S-3 or an equivalent general form then in effect filed by FAC, and in each case including the Prospectus contained therein, any amendments and supplements to such Registration Statement, including post-effective

amendments, and all exhibits and all material incorporated by reference in such Registration Statement; provided , that with respect to any Registration Statement filed pursuant to Section 8.4(a) that includes a plan of distribution, such plan of distribution must be approved by FinCo.

“ RES Assets ” shall mean all of the Assets (including the RES Database) held by the entity or entities that directly own the RES Database; provided , that the RES Assets shall not include any Active Trade or Business Assets, as reasonably determined by FinCo.

“ RES Database ” shall mean all databases, collections of data or other data or information owned or controlled by FACL and/or any of its Subsidiaries as of March 29, 2010 that are sold or licensed (in whole or in part) to third parties or used by FACL and/or any of its Subsidiaries (in whole or in part) for the purpose of producing products or services that are sold, licensed or provided to third parties (the “ Historical Data ”), together with all databases, collections of data or other data and information (i) of the nature of or substantially similar to the Historical Data or (ii) that would have been classified as Historical Data had it been owned or controlled by FACL and/or any of it Subsidiaries as of March 29, 2010, that is collected, acquired or developed by FACL or any of its Affiliates after March 29, 2010 through the date on which FinCo no longer has a Purchase Right pursuant to ARTICLE IX .

“ Rules ” shall have the meaning set forth in Section 12.2 .

“ Run-out ” shall have the meaning set forth in Section 6.8(a)(ii) .

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

“ Shared Contract ” shall have the meaning set forth in Section 2.2(b)(i) .

“ Shared Policies ” shall mean all Policies, current or past, that are owned or maintained by or on behalf of FAC or any of its Subsidiaries and that relate to one or both the FAC Retained Business and the FinCo Business.

“ Software ” shall mean all computer programs (whether in source code, object code or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation related to any of the foregoing, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials.

“ Specified Shared Expenses ” shall mean any costs and expenses relating to the items or categories set forth on Schedule 1.1(n) (Specified Shared Expenses) and shall be shared in the manner specified in Section 5.4 .

“ Subsidiary ” shall mean with respect to any Person (i) a corporation, more than fifty percent (50%) of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person or (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns more than fifty percent (50%) of the equity economic interest thereof or for which such Person, directly or indirectly, has the power to elect or direct the election of more than fifty percent (50%) of the members of the governing body or over which such Person otherwise has control (e.g., as the managing partner of a partnership).

“ Suspension Period ” shall have the meaning set forth in Section 8.4(a)(iii) .

“ Tax ” shall have the meaning set forth in the Tax Sharing Agreement.

“ Tax Contest ” shall have the meaning of the definition of “Proceeding” as set forth in the Tax Sharing Agreement.

“ Tax Return ” shall include and have the meaning set forth in the Tax Sharing Agreement for “Income Tax Return” and “Other Tax Return.”

“ Tax Sharing Agreement ” shall mean the Tax Sharing Agreement by and between FAC and FinCo, in the form attached hereto as Exhibit A .

“ Tax-Free Treatment ” shall mean the qualification of each of the Distribution-Related Transactions, as the case may be, (i) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as transactions in which the stock distributed thereby is “qualified property” for purposes of Section 361(c) of the Code and (iii) as transactions in which FAC and any of its Affiliates or FinCo and any of its Affiliates recognize no income or gain, other than intercompany items or excess loss accounts required to be taken into account pursuant to U.S. Treasury Regulations promulgated under Section 1502 of the Code.

“ Third Party Claim ” shall have the meaning set forth in Section 10.4(b) .

“ Third Party Proceeds ” shall have the meaning set forth in Section 10.8(a) .

“ Title Underwriter ” shall mean any Person that (i) directly or indirectly or through an Affiliate is engaged in the business of underwriting title insurance policies or (ii) is, or has an Affiliate that is, licensed as an underwriter of title insurance policies.

“ Trademarks ” shall mean all U.S. and foreign trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

“ Transfer ” shall mean transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed, and the term “ Transferred ” shall have its correlative meaning.

“ Transfer Notice ” shall have the meaning set forth in Section 9.3(a) .

“ Transition Services Agreements ” shall mean the agreements between a member of the FAC Group and a member of the FinCo Group dated as of the date hereof which provide for transition services.

“ Triggering Event ” shall mean the happening of any of the following:

(i) FAC or an Affiliate thereof has finalized the terms of an agreement or the definitive documentation with respect to, has entered into an agreement with respect to or is otherwise prepared to consummate in a single transaction or series of transactions, (A) the sale of FAC, whether through a merger, stock sale, asset sale or otherwise, (B) the sale of any entity that has direct ownership of the RES Database or any portion thereof, whether through a merger, stock sale, asset sale or otherwise or (C) the sale of any entity that has indirect ownership of the RES Database or any portion thereof, whether through a merger, stock sale, asset sale or otherwise, in each case, directly or indirectly to a Title Underwriter or an entity acting in concert with a Title Underwriter;

(ii) FAC or any Affiliate thereof has finalized the terms of an agreement or the definitive documentation with respect to, has entered into an agreement with respect to or is otherwise prepared to consummate the direct or indirect sale of the RES Database or any portion thereof to a Title Underwriter or an entity acting in concert with a Title Underwriter; or

(iii) a FACL Change in Control has occurred.

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

Section 1.3 Effective Time . This Agreement shall be effective as of the Effective Time.

ARTICLE II.

THE SEPARATION

Section 2.1 General . Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable best efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof. It is the intent of the Parties that, after consummation of the transactions contemplated hereby FAC shall be restructured, to the extent necessary, such that following the consummation of such restructuring, subject to Section 2.6 , (a) all of FAC’s and its Subsidiaries’ right, title and interest in and to the FinCo Assets will be owned

or held by a member of the FinCo Group, the FinCo Business will be conducted by the members of the FinCo Group and all of the FinCo Liabilities will be Assumed directly or indirectly by (or remain with) a member of the FinCo Group, and (b) all of FAC’s and its Subsidiaries’ right, title and interest in and to the FAC Retained Assets will be owned or held by a member of the FAC Group, the FAC Retained Business will be conducted by the members of the FAC Group and all of the FAC Retained Liabilities will be Assumed directly or indirectly by (or remain with) a member of the FAC Group.

Section 2.2 Transfer of Assets .

(a) On or prior to the Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.6 ), pursuant to the Conveyancing and Assignment Documents:

(i) FAC shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to FinCo or another member of the FinCo Group all of its and its Subsidiaries’ right, title and interest in and to the FinCo Assets; and

(ii) FinCo shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to FAC or another member of the FAC Group all of its and its Subsidiaries’ right, title and interest in and to the FAC Retained Assets.

(b) Treatment of Shared Contracts . Without limiting the generality of the obligations set forth in Section 2.2(a) :

(i) Unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.2(b)(i) are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, (A) any Contract that is (1) listed on Schedule 2.2(b) (Shared Contracts) , (2) a FAC Retained Asset but inures in part to the benefit or burden of any member of the FinCo Group or (3) a FinCo Asset but inures in part to the benefit or burden of any member of the FAC Group (each, a “ Shared Contract ”), shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided , however , that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) that is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, the Parties shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause a member of the FinCo Group or the FAC Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the FinCo Business or the FAC

Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.2 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.2 .

(ii) Each of FAC and FinCo shall, and shall cause the members of its Group to, (A) treat for all Income Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party not later than the Effective Time and (B) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

(iii) Nothing in this Section 2.2(b) shall require any member of a Group to make any payment (except to the extent advanced, Assumed or expressly agreed in advance to be reimbursed by any member of the other Group or as otherwise provided on Schedule 1.1(b) (Contingent Shared Liabilities) ), incur any material non-financial obligation or grant any material concession for the benefit of any member of the other Group in order to effect any transaction contemplated by this Section 2.2(b) .

(c) Consents . The Parties shall use their commercially reasonable best efforts to obtain the required Consents to Transfer any and all Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof, as contemplated by this Agreement.

Section 2.3 Assumption and Satisfaction of Liabilities . Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Effective Time (a) FAC shall, or shall cause a member of the FAC Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“ Assume ”), all of the FAC Retained Liabilities and (b) FinCo shall, or shall cause a member of the FinCo Group to, Assume all the FinCo Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the FAC Group or the FinCo Group, as the case may be, or any of their respective past or present directors, officers, employees, agents, Subsidiaries or Affiliates.

Section 2.4 Intercompany Accounts .

(a) All intercompany receivables, payables and loans and other intercompany balances between any member of the FAC Group, on the one hand, and any member of the FinCo Group, on the other hand, that exist and are reflected in the accounting records of the Parties as of the Effective Time (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or

under any Continuing Arrangements, including payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements, and other than bona fide receivables, payables or loans that exist and are reflected in the accounting records of the Parties as of the Effective Time), shall be eliminated as discovered as of the Effective Time, subject to the Parties’ agreement (i) as to the most cost efficient means of effecting such elimination, and (ii) to share any incremental costs arising as a result of such elimination; provided , however , that in any event any such means of elimination shall place the Parties in the same position as if the means were economically equivalent to an elimination of such amount as of the Effective Time.

(b) As between the Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon discovery of receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

(c) On and prior to the twenty-four (24) month anniversary following the Effective Time, if either Party discovers that an intercompany receivable, payable, loan or other intercompany balance between a member of the FAC Group and a member of the FinCo Group was wrongly eliminated pursuant to Section 2.4(a), such receivable, payable, loan or other balance shall be reinstated on the books of the applicable members of the FAC and FinCo Groups upon the mutual agreement of the Parties.

Section 2.5 Limitation of Liability .

(a) Except in the case of any knowing violation of Law, fraud or intentional misrepresentation where such violation of Law, fraud or intentional misrepresentation gave rise to or increased the amount of a Liability (in which case such Liability shall exist only to such extent), no Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement after the Effective Time is found to be inaccurate.

(b) No Party or any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding existing on or prior to the Effective Time (other than this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Shared Contract specified on Schedule 2.2(b) (Shared Contracts) or any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby or by the Plan of Separation) and each Party hereby terminates, as of the Effective Time, any and all Contracts, arrangements, courses of dealing or understandings between or among it or any member of its Group and the other Party or any member of the other Party’s Group (other than this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Shared Contract specified on Schedule 2.2(b) (Shared Contracts) or any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby or by the Plan of Separation), and each Party hereby agrees to use commercially reasonable best efforts to

obtain any third party waivers, consents or similar items required in connection with such terminations. It is the Parties’ intent that no such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. In the event a Contract, arrangement, course of dealing or understanding that should have continued in full force and effect following the Effective Time is terminated in accordance with the foregoing provisions, such Contract, arrangement, course of dealing or understanding shall, pursuant to the express mutual agreement of the relevant Parties, be reinstated, renewed or revived in accordance with its terms. In the event a Party is the majority partner, member or shareholder of an entity that is party to a Contract to be terminated pursuant to this Section 2.5 and (i) such Contract cannot be terminated without the consent of the respective minority partner, member or shareholder and such consent has not been obtained, or (ii) a Liability arises with respect to the rights or asserted rights of the minority partner, member or shareholder, then the Party that is such majority partner, member or shareholder shall indemnify and hold harmless the other Party and all members of the other Party’s Group from such Liability or place the other Party in the same economic position as if such Contract were terminated.

Section 2.6 Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time .

(a) To the extent that any Transfers contemplated by this ARTICLE II shall not have been consummated on or prior to the Effective Time, the Parties shall use commercially reasonable best efforts to effect such Transfers as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities that by their terms or operation of Law cannot be Transferred; provided , however , that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable best efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this ARTICLE II . In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time, (i) the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability so as to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the FAC Group or the FinCo Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed

to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(b) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of the Transfer of any Asset or the deferral of the Assumption of any Liability pursuant to Section 2.6(a) , are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement and/or the applicable Ancillary Agreement.

(c) The Party retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or expressly mutually agreed in advance to be reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability and any such expenditures shall be promptly reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability.

(d) On and prior to the twenty-four (24) month anniversary following the Effective Time, if either Party discovers that any Party owns any Asset that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or a Subsidiary of the other Party, or an Asset that such other Party or Subsidiary was intended to have the right to continue to use (other than (for the avoidance of doubt), any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the Effective Time), then the Party owning such Asset shall, as applicable (i) Transfer any such Asset to the Party identified as the appropriate transferee and following such Transfer, such Asset shall be a FinCo Asset or FAC Retained Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to the Assumption of associated Liabilities, with respect to clauses (i) and (ii) above, subject to the Parties’ agreement (A) as to the most cost efficient means of effecting such Transfer or grant of rights and (B) to share any incremental costs arising as a result of such Transfer or grant of rights; provided , that if the relevant Parties cannot agree on a means of effecting the Transfer or grant of rights within thirty (30) days from the date that both Parties have notice of the discovery of such Asset, then the Asset shall be immediately Transferred or such rights shall be immediately granted in accordance with Section 2.2(b) and Section 2.6(a) .

(e) After the Effective Time, either Party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party authorizes the other Party to receive and open all mail, packages and other communications received by such Party, subject to the Confidentiality provisions and restrictions in Section 11.5 , and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 14.6 . The provisions of this Section 2.6(e) are not intended to, and shall not, be deemed to constitute an

authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

(f) With respect to the Assets and Liabilities described in Section 2.6(a) , each of FAC and FinCo shall, and shall cause the members of its respective Group to, (i) treat for all Income Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

Section 2.7 Conveyancing and Assumption Instruments . In connection with, and in furtherance of, the Transfers of Assets and the acceptance and Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities, any Conveyancing and Assumption Instruments necessary to evidence the valid and effective Assumption by the applicable Party of its Assumed Liabilities and the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets for Transfers and Assumptions to be effected pursuant to California Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such other form as the Parties shall reasonably agree, including the Transfer of real property with deeds as may be appropriate. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.8 Further Assurances .

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.6 , the Parties shall cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) commercially reasonable best efforts, on and after the Effective Time, to take or cause to be taken, all actions, and to do or cause to be done, all things reasonably necessary on their part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, following the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (for requests made following the Effective Time), to execute and deliver, or use commercially reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with

the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party such title as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

Section 2.9 Novation of Liabilities .

(a) Each Party, at the request of the other Party, shall use commercially reasonable best efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate or assign all obligations under Contracts, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “ Other Party ”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided , however , that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, substitution or amendment is requested unless the requesting Party advances the funds.

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party (the “ Liable Party ”) or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. The Liable Party shall indemnify the Other Party and hold it harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided , that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Law, fraud or intentional misrepresentation in connection therewith where such violation of Law, fraud or intentional misrepresentation gave rise to or increased the amount of such Liability. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of the Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of the Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without

payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, shall Assume such rights and Liabilities without the payment of any further consideration,.

Section 2.10 Guaranties .

(a) Except for those guaranties set forth on Schedule 2.10(a) (Guaranties Not Removed) where FAC shall remain as guarantor and FinCo shall indemnify and hold harmless the FAC Indemnitees for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of ARTICLE VIII ) or as otherwise specified in any Ancillary Agreement, on or prior to the Effective Time (or as soon as practicable thereafter), (i) FAC shall (with the reasonable cooperation of the applicable member of the FinCo Group) use its commercially reasonable best efforts to have any member of the FinCo Group removed as guarantor of or obligor for any FAC Retained Liability, including in respect of those guaranties set forth on Schedule 2.10(a)(i) (FAC Removed Guaranties) , to the extent that they relate to FAC Retained Liabilities and (ii) FinCo shall (with the reasonable cooperation of the applicable member of the FAC Group) use its commercially reasonable best efforts to have any member of the FAC Group removed as guarantor of or obligor for any FinCo Liability, including in respect of those guaranties set forth on Schedule 2.10(a)(ii) (FinCo Removed Guaranties) , to the extent that they relate to FinCo Liabilities.

(b) On or prior to the Effective Time, to the extent required to obtain a release from a guaranty pursuant to Section 2.10(a) (a “ Guaranty Release ”):

(i) of any member of the FAC Group, FinCo shall execute a guaranty agreement in the form of the existing guaranty or such other as restrictive or less restrictive form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which FinCo would be reasonably unable to comply or (B) that would be reasonably expected to be breached; and

(ii) of any member of the FinCo Group, FAC shall execute a guaranty agreement in the form of the existing guaranty or such other as restrictive or less restrictive form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which FAC would be reasonably unable to comply or (B) that would be reasonably expected to be breached.

(c) If FAC or FinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a) and Section 2.10(b) , (i) the Party that has assumed (or whose Group member has assumed) the Liability with respect to such guaranty shall indemnify and hold harmless or cause such Group member to indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of ARTICLE X ) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each of FAC and FinCo, on behalf of themselves and the members of their respective Groups, agree not to renew

or extend the term of, increase its obligations under (other than customary increases in payment terms under contracts occurring in the ordinary course of business), or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided , however , with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guarantied lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guarantied lease.

Section 2.11 Disclaimer of Representations and Warranties . EACH OF FAC (ON BEHALF OF ITSELF AND EACH MEMBER OF THE FAC GROUP) AND FINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE FINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III.

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS

Section 3.1 Certificate of Incorporation; Bylaws . On or prior to the Distribution Date, all necessary actions shall be taken to adopt the form of Certificate of Incorporation and Bylaws

filed by FinCo with the Commission as exhibits to the FinCo Registration Statement.

Section 3.2 Directors . On or prior to the Distribution Date, FAC shall take all necessary action to cause the Board of Directors of FinCo to consist of the individuals identified in the FinCo Information Statement as director nominees of FinCo.

Section 3.3 Resignations .

(a) Except as set forth on Schedule 3.3 (FAC Employees/Directors Not Resigning) , on or prior to the Distribution Date, (i) FAC shall remove or cause all its employees and any employees of its Affiliates (excluding any employees of any member of the FinCo Group) to resign, effective as of the Distribution Date, from all positions as officers or directors of any member of the FinCo Group in which they serve, and (ii) FinCo shall remove or cause all its employees and any employees of its Affiliates to resign, effective as of the Distribution Date, from all positions as officers or directors of any members of the FAC Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the FinCo Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.4 Ancillary Agreements . On or prior to the Effective Time, each of FAC and FinCo shall enter into, and where applicable shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements and any other Contracts in respect of the Distributions reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

ARTICLE IV.

THE DISTRIBUTION

Section 4.1 Stock Dividends to FAC Shareholders . On the Distribution Date, FAC will cause the Distribution Agent to distribute all of the outstanding shares of FinCo Common Stock then owned by FAC to the holders of FAC Common Shares as of the Distribution Record Date, and to credit the appropriate class and number of such shares of FinCo Common Stock to book entry accounts for each such holder or designated transferee or transferees of such holder of FinCo Common Stock. For shareholders of FAC who own FAC Common Shares through a broker or other nominee, their shares of FinCo Common Stock will be credited to their respective accounts by such broker or nominee. Each holder of FAC Common Shares on the Distribution Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) share of FinCo Common Stock for every one (1) FAC Common Share held by such shareholder. No action by any such shareholder shall be necessary for such shareholder (or such shareholder’s designated transferee or transferees) to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares) FinCo Common Stock such shareholder is entitled to in the Distribution.

Section 4.2 Fractional Shares . FAC shareholders holding on the Distribution Record Date a number of FAC Common Shares that would entitle such shareholders to receive less than one whole share of FinCo Common Stock in the Distribution, will receive cash in lieu of

fractional shares. Fractional shares of FinCo Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of FinCo Common Stock allocable to each holder of record or beneficial owner of FAC Common Shares as of the close of business on the Distribution Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale (after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes). These sales of fractional shares shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of FAC, FinCo or the Distribution Agent will guarantee any minimum sale price for the fractional shares of FinCo Common Stock. Neither FAC nor FinCo will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of FAC or FinCo.

Section 4.3 Actions in Connection with the Distribution .

(a) FinCo shall file such amendments and supplements to its Registration Statement as FAC may reasonably request prior to the Effective Time, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Registration Statement as may be required by the Commission or federal, state or foreign securities Laws.

(b) FinCo shall mail to the holders of FAC Common Shares, at such time on or prior to the Distribution Date as FAC shall determine, the FinCo Information Statement, as well as any other information concerning FinCo, its business, operations and management, the Plan of Separation and such other matters as FAC shall reasonably determine are necessary and as may be required by Law.

(c) FinCo shall also, prior to the Effective Time, cooperate with FAC in preparing, filing with the Commission or similar (U.S. or international) authority and causing to become effective registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements.

(d) Promptly after receiving a request from FAC, to the extent requested, FinCo shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that FAC determines is necessary or desirable to effectuate the Distribution, and FAC and FinCo shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(e) Promptly after receiving a request from FAC prior to the Effective Time, FinCo shall prepare and file, and shall use commercially reasonable best efforts to have approved and made effective, an application for the original listing of the FinCo Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(f) Each Party shall provide all cooperation reasonably requested by the other Party that is necessary or desirable in connection with the Financing Arrangements.

(g) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to FAC for any portion of the FinCo Registration Statement or FinCo Information Statement.

Section 4.4 Sole Discretion of FAC . FAC shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, FAC may, in accordance with Section 14.11 , at any time and from time to time until the completion of Distribution, decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of the Distribution.

Section 4.5 Conditions to the Distribution . Subject to Section 4.4 , the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of FAC and shall not give rise to or create any duty on the part of FAC or the Board of Directors of FAC to waive or not waive any such condition.

(a) The FinCo Registration Statement shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the FinCo Information Statement shall have been mailed to the holders of FAC Common Shares;

(b) The FinCo Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;

(c) FAC shall have received a private letter ruling from the Internal Revenue Service (the “ IRS Ruling ”), substantially to the effect that the distribution will qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code;

(d) FAC shall have received the opinion of Deloitte Tax LLP, in form and substance reasonably satisfactory to FAC, regarding the qualification of the Distribution as a tax-free transaction for federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code, confirming the tax-free status of the Distribution for U.S. federal income tax purposes to the extent that such qualification is not addressed by the IRS Ruling, which opinion shall not have been withdrawn or modified;

(e) The Board of Directors of FAC shall have received an opinion from Duff & Phelps, LLC, in form and substance reasonably satisfactory to the Board of Directors, regarding FAC’s solvency and adequacy of capital immediately after the Distribution and an opinion from in-house counsel that, upon the Distribution, the shares of FinCo Common Stock will be validly issued, fully paid and non-assessable;

(f) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect;

(g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect, and no other event outside the control of FAC that prevents the consummation of all or any portion of the Distribution shall have occurred or failed to occur;

(h) The financing transactions described in the FinCo Information Statement as having occurred in connection with the Distribution shall be in place or have been consummated on or prior to the Distribution; and

(i) The Board of Directors of FAC shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion.

ARTICLE V.

CERTAIN COVENANTS

Section 5.1 Corporate Names and Trademarks .

(a) Corporate Names . As of the Effective Time and subject to Section 5.2(b) , the Parties shall adopt and conduct business under their respective identities and Trademarks. Further, as of the Effective Time, the Parties shall cease to hold themselves out as having any affiliation with any of the other Parties or such Parties’ Affiliates (except as permitted or required under any Continuing Arrangement or Ancillary Agreement or applicable Law); provided , however , that for a period of five (5) years following the Distribution Date, the foregoing shall not prohibit any Party or any member of a Party’s Group from stating in any advertising or any other communication that it is formerly a FAC Affiliate or FinCo Affiliate, as applicable.

(b) FAC and Data Tree Name Changes . FAC agrees to use commercially reasonable best efforts to obtain the approval of its shareholders to change the name of FAC to a name that does not include the word “First” or “American” and further agrees, upon receipt of such shareholder approval, to take any and all actions necessary to effect such name change, including making all required filings in connection therewith, promptly following the Effective Time. FAC agrees to change the name of Data Tree to a name that does not include the word “Data” or “Tree” and to take any and all actions necessary to effect such name change, including making all required filings in connection therewith, promptly following the Effective Time.

(c) First American Trademark . Except as otherwise specifically provided for in the Ancillary Agreements (including the License Agreement), FAC shall, and shall cause its Affiliates to, as of the Effective Time, cease making any use of “First American” or any derivative thereof. FAC agrees that a License Agreement with FinCo, the owner of the “First American” Trademark, is required for any use by FAC or its Affiliates of such Trademark.

(d) Other Party Marks . The Parties agree that nothing in the relationship of the Parties nor past use of any Trademarks (other than those described in Section 5.1(a) ) belonging to the other Party’s Group (“ Other Party Marks ”) prior to the Effective Time shall constitute an implied or express license or right to continued use of the Other Party Marks after the Effective Time and no Party’s Group shall have any right to use the Other Party Marks except to the extent expressly set forth in the License Agreement.

Section 5.2 Financial Statements and Accounting . Each Party agrees to provide the following assistance of access set forth in clauses (a) , (b) and (c) of this Section 5.2 , (i) during the three hundred and sixty-five (365) days following the Effective Time in connection with the preparation and audit of each of the Party’s financial statements for the year ended December 31, 2010, the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of December 31, 2010; (ii) until the second anniversary of the Effective Time, with the consent of the other Party (not to be unreasonably withheld or delayed) for reasonable business purposes; (iii) in the event that any Party changes its auditors within two (2) years of the Effective Time, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period of up to one hundred and eighty (180) days from such change; and (iv) from time to time following the Effective Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission:

(a) Annual Financial Statements . Each Party shall provide or provide access to the other Party on a timely basis all Information timely requested and reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit being referred to as the “ 2010 Internal Control Audit and Management Assessments ”). Without limiting the generality of the foregoing, upon reasonable advance notice, each Party will provide to its auditors all required financial and other Information with respect to itself and its Subsidiaries in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the 2010 Internal Control Audit and Management Assessments, if required.

(b) Access to Personnel and Records . Each Party shall authorize its respective auditors to make reasonably available to the other Party’s auditors (the “ Other Party’s Auditors ”), upon reasonable advance notice, both the personnel who performed or are performing the annual audits of such audited Party (the “ Audited Party ”) and work papers related

to the annual audits of the Audited Party, in all cases within a reasonable time prior to the Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall, upon reasonable advance notice, make available to the Other Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Party’s Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct the 2010 Internal Control Audit and Management Assessments.

(c) Annual Reports . Each Party will, upon request, deliver to the other Party a substantially final draft, as soon as the same is prepared, of the first report to be filed with the Commission (or otherwise) that includes their respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended December 31, 2010 (such reports, collectively, the “ Annual Reports ”); provided , however , that each Party may continue to revise its respective Annual Report prior to the filing thereof, which changes will be delivered to the other Party as soon as reasonably practicable; provided further , that each Party’s personnel will actively consult with the other Party’s personnel prior to the anticipated filing with the Commission regarding any material changes that they may consider making to their respective Annual Reports and related disclosures that could reasonably be expected to have a significant effect upon the other Party’s financial statements or related disclosures.

Section 5.3 Certain Securities . Subject to the provisions of Section 6.1 as applicable, following the Distribution Date, FinCo agrees that, upon exercise of any option, warrant or similar security to purchase FAC Common Shares or the conversion of any note or other security of FAC convertible into FAC Common Shares (in each case that is not otherwise adjusted pursuant to the provisions of Section 6.1 , as applicable), in each case that FAC has issued to third Persons prior to the Distribution, FinCo shall, upon request by FAC, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to FAC, as agent for the holder thereof, such number of shares of FinCo Common Stock that FAC would otherwise be required to deliver to such holder pursuant to the terms of any such security and FAC shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, FinCo shall keep reserved for issuance a sufficient number of shares of its Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, FAC will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.3 , notify FinCo, in writing, so that it may comply with the terms of this Section 5.3 ; provided , that FinCo shall have no additional Liability beyond the obligation to deliver shares as set forth in this Section 5.3 . FinCo hereby assumes the obligations set forth in this Section 5.3 . For purposes of this Section 5.3 and similar provisions in this Agreement, any references to “option” or “options” shall not include any options described in Section 6.1 and the treatment of such options described in Section 6.1 shall be governed by the provisions of Section 6.1 .

Section 5.4 Administration of Specified Shared Expenses . The Party so designated on Schedule 1.1(n) (Specified Shared Expenses) shall be responsible for administering each Specified Shared Expense. Each Party shall be responsible for payment of 50% of any Specified Shared Expense, except with respect to certain Specified Shared Expenses that are otherwise allocated between the Parties pursuant to the Tax Sharing Agreement or as otherwise provided on Schedule 1.1(n) (Specified Shared Expenses) . The designated administering Party shall invoice the other Party on a quarterly basis, which other Party shall, promptly following receipt of such invoice, reimburse the administering Party for its allocable share of such Specified Shared Expenses. In addition, the administering Party shall, in connection with the receipt of such invoice, provide to the other Party a quarterly estimated budget (for informational and planning purposes only) of Specified Shared Expenses for the proceeding quarter. This Section 5.4 shall not apply to any expenses relating to any compensatory or benefit plan, program or arrangement addressed in ARTICLE VI .

Section 5.5 Cooperation . From and after the Effective Time, the Parties shall, and shall cause each of their respective Affiliates and employees to (a) provide reasonable cooperation and assistance to the other Party (and any member of its Groups) in connection with the completion of the Plan of Separation (including assisting in the preparation of the Distributions), (b) provide reasonable knowledge transfer regarding its applicable Business or FAC’s historical business and (c) assist the other Party in the orderly and efficient transition in becoming an independent company; in each case, except as may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees that would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable. The cooperation and assistance provided for in this Section 5.5 shall not be required to the extent such cooperation and assistance would result in an undue burden on any Party or would unreasonably interfere with any of its employees’ normal functions and duties. In furtherance of, and without limiting, the foregoing, each Party shall make reasonably available for advisory purposes those employees with particular knowledge of any function or service of which the other Party was not allocated the employees, agents or consultants involved in such function or service in connection with the Plan of Separation (including, employee benefits functions, risk management, etc.).

Section 5.6 Periodic Meetings . Unless otherwise agreed to by the Parties, at least once during each fiscal quarter during the three (3) year period following the Distribution Date and upon the request of one of the Parties within the seven (7) years thereafter, the Parties will hold a meeting for the purpose of sharing Information related to this Agreement, any Contingent Shared Liabilities or the preparation of any Party’s financial statements. Each Party will designate between one (1) and three (3) persons as its standing representatives for such meetings. Initially, the general counsels of FAC and FinCo shall be responsible for scheduling such meeting at reasonably consistent and convenient times and on no less than thirty (30) days’ notice. The Parties’ standing representatives and others may participate in such meetings in person or other medium by which all participants may hear each other.

ARTICLE VI.

EMPLOYEE MATTERS

Section 6.1 Stock Options .

(a) FinCo Options .

(i) On behalf of all FinCo Employees who hold FAC Options, prior to the Distribution, FAC shall take all actions necessary such that each FAC Option held by a FinCo Employee that is outstanding immediately prior to the Distribution, whether vested or unvested, other than any FAC Option subject to the provisions of Section 6.1(c) below, shall, coincident with the consummation of the Distribution on the Distribution Date, be converted into an option to acquire FinCo Common Stock (a “ FinCo Option ”) in accordance with the succeeding paragraphs of this Section 6.1(a) .

(ii) The number of shares subject to the FinCo Option shall equal the number of FAC Common Shares subject to the FAC Option multiplied by a fraction, the numerator of which is the Closing FAC Share Price and the denominator of which is the last per share trading price of FinCo Common Stock when-issued in the last trade on the NYSE on the Distribution Date (the “ Pre-Distribution FinCo Stock Price ”), with the resulting number of shares subject to the FinCo Option being rounded down to the nearest whole share.

(iii) The per share exercise price of the FinCo Option shall be equal to the product of (A) the original exercise price of the FAC Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution FinCo Stock Price and the denominator of which shall be the Closing FAC Share Price, which product shall be rounded up to the nearest cent.

(iv) Prior to the Distribution Date, FAC shall cause FinCo to adopt the First American Financial Corporation 2010 Incentive Compensation Plan (the “ FinCo Incentive Compensation Plan ”), effective as of the Effective Time, shall ensure or cause FinCo to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Commission under the Securities Act, and shall approve, as the sole stockholder of FinCo, the adoption of the FinCo Incentive Compensation Plan. On or prior to the Effective Time, FAC shall take all actions deemed necessary and appropriate to revise awards issued with respect to any FAC Option converted to a FinCo Option to ensure that the terms and conditions of the FinCo Options described in this Section 6.1(a) are substantially similar to the terms and conditions applicable to the corresponding FAC Option, including the terms and conditions relating to vesting and the post-termination exercise period, and comply with the applicable provisions of Sections 424(a) and 409A of the Code.

(b) FAC Options .

(i) On behalf of all FAC Employees who hold FAC Options prior to the Distribution, FAC shall take all actions necessary such that each FAC Option that is outstanding immediately prior to the Distribution, whether vested or unvested, other than any FAC Option subject to the provisions of Section 6.1(c) below, shall, coincident with

the consummation of the Distribution on the Distribution Date, be adjusted such that the number of shares subject to each FAC Option and the per-share exercise price reflect the impact of the Distribution in accordance with the succeeding paragraphs of this Section 6.1(b) .

(ii) The adjusted number of shares subject to the FAC Option shall equal the original number of FAC Common Shares subject to the FAC Option multiplied by a fraction, the numerator of which is the Closing FAC Share Price, and the denominator of which is the Closing Ex-Distribution FAC Share Price in the last trade on the Distribution Date, with the resulting number of shares subject to the FAC Option being rounded down to the nearest whole share.

(iii) The per share exercise price of the FAC Option shall be equal to the product of (A) the original exercise price of the FAC Option multiplied by (B) a fraction, the numerator of which is the Closing Ex-Distribution FAC Share Price and the denominator of which is the Closing FAC Share Price, which product shall be rounded up to the nearest cent.

(c) FAC Options for Certain FAC Option Holders . On behalf of all employees listed in Schedule 6.1(c) (FAC/FinCo Employees) and Former Corporate Employees, if any, who hold FAC Options granted prior to the Distribution, FAC shall take all actions necessary such that each such FAC Option that is outstanding immediately prior to the Distribution, whether vested or unvested, shall, coincident with the consummation of the Distribution on the Distribution Date be treated as described in this Section 6.1(c) . Each FAC Option subject to this Section 6.1(c) will be split into two separate FAC Options, each covering 50% of the shares subject to the original FAC Option and each with a per share exercise price equal to the per share exercise price of the original FAC Option. One of two resulting FAC Options will be converted into a FinCo Option in the same manner as the FAC Options held by FinCo Employees as described in Section 6.1(a) . The other resulting FAC Option will be adjusted in the same manner as the FAC Options held by FAC Employees as described in Section 6.1(b) .

(d) Former Employees and Former FAC Directors .

(i) FAC Options held by Former FinCo Employees shall be treated in the same manner as options described in Section 6.1(a) ; and FAC Options held by Former FAC Employees and any other individuals listed on Schedule 6.1(d) (Additional FAC Option Holders) shall be treated in the same manner as options described in Section 6.1(b) .

(ii) FAC Options held by individuals who are not employees of either FinCo or FAC (“ Non-Employee Directors ”) and who formerly served as FAC Directors or First Advantage Directors and on and after the Distribution Date are serving as FinCo Directors shall be treated in the same manner as described in Section 6.1(a) above. FAC Options held by Non-Employee Directors who continue to serve as FAC Directors on and after the Distribution Date, shall be treated in the same manner as described in Section 6.1(b) above.

(iii) FAC Options held by Former FAC Directors shall be treated in the same manner as options described in Section 6.1(c) .

(iv) FAC Options held by Former First Advantage Directors shall be treated in the same manner as options described in Section 6.1(b) .

(e) Adjustments to Equity Awards in Connection With the Distribution . Notwithstanding any other provision of this Agreement, FAC shall have the authority to make any appropriate adjustments necessary to satisfy the requirements of U.S. Treasury Regulation Section 1.424-1 for each option award (without regard to whether such options would otherwise be subject to such regulation) in accordance with the anti-dilution provisions of the governing plan.

(f) Settlement of Options . Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any FAC Options or FinCo Options, each of FAC and FinCo, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from the other Party. Neither Party shall have any power or authority to amend the vesting schedule or exercise period or any other term of an option granted by the other Party.

(g) Notwithstanding any of the foregoing in this Section 6.1 , if the Board of Directors of FAC declares a reverse stock split in conjunction with the Distribution, FAC Options converted or adjusted pursuant to the preceding sections of this Section 6.1 will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

Section 6.2 Restricted Stock Units .

(a) General Treatment of Restricted Stock Units . Each FAC Restricted Stock Unit award that is outstanding immediately prior to the Distribution shall, coincident with the consummation of the Distribution on the Distribution Date, be converted into Restricted Stock Units as follows:

(i) On behalf of all FinCo Employees who hold such FAC Restricted Stock Units, FAC shall convert such Units into Restricted Stock Units payable in FinCo shares that shall retain the vesting schedule associated with such original FAC Restricted Stock Unit award. The number of FinCo Restricted Stock Units shall equal the number of outstanding FAC Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing FAC Share Price and the denominator of which is the Pre-Distribution FinCo Stock Price, which product shall be rounded down to the nearest whole number of units.

(ii) On behalf of all FAC Employees who hold such FAC Restricted Stock Units, FAC shall retain such Units as Restricted Stock Units payable in FAC Common Shares that shall retain the vesting schedule associated with such original FAC Restricted Stock Unit award. The number of adjusted FAC Restricted Stock Units shall equal the original number of outstanding FAC Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing FAC Share Price and the denominator of which is the Closing Ex-Distribution FAC Share

Price, which product shall be rounded down to the nearest whole number of units.

(iii) On behalf of all employees listed in Schedule 6.1(c) (FAC/FinCo Employees) and any Former Corporate Employees, if any, who hold FAC Restricted Stock Units granted prior to the Distribution, FAC shall take all actions necessary such that each such award of FAC Restricted Stock Units that is outstanding immediately prior to the Distribution, whether vested or unvested, shall, coincident with the consummation of the Distribution on the Distribution Date, be treated as described in this Section 6.2(a)(iii) . Each award of FAC Restricted Stock Unit subject to this Section 6.2(a)(iii) will be split into two separate awards of FAC Restricted Stock Units, each covering 50% of the shares subject to the original award of FAC Restricted Stock Units. One of two resulting awards of FAC Restricted Stock Units will be converted into an award of FinCo Restricted Stock Units in the same manner as the FAC Restricted Stock Units held by FinCo Employees as described in Section 6.2(a)(i) . The other resulting award of FAC Restricted Stock Units will be adjusted in the same manner as the FAC Restricted Stock Units held by FAC Employees as described in Section 6.2(a)(ii) .

(iv) FAC Restricted Stock Units held by Former FinCo Employees shall be treated in the same manner as restricted stock units described in Section 6.2(a)(i) ; and FAC Restricted Stock Units held by Former FAC Employees shall be treated in the same manner as restricted stock units described in Section 6.2(a)(ii) .

(v) FAC Restricted Stock Units held by Non-Employee Directors who formerly served as FAC Directors and on and after the Distribution Date are serving as FinCo Directors shall be treated in the same manner as described in Section 6.2(a)(i) above. FAC Restricted Stock Units held by Non-Employee Directors who continue to serve as FAC Directors on and after the Distribution Date, shall be treated in the same manner as described in Section 6.2(a)(ii) above.

(vi) Notwithstanding the foregoing, if the Board of Directors of FAC declares a reverse stock split in conjunction with the Distribution, Restricted Stock Unit awards converted or adjusted pursuant to this Section 6.2(a) will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

(b) Grant and Settlement of Awards . Subject to the terms of this Agreement and any other agreement in force between the Parties from time to time, upon the vesting or payment of any FAC Restricted Stock Unit award or FinCo Restricted Stock Unit award, each of FAC and FinCo, respectively, shall be solely responsible to issue its shares in settlement of the respective awards payable in its shares without reimbursement, recourse or other compensation from the other Party. Neither Party shall have any power or authority to amend the vesting schedule or exercise period or any other term of an award of Restricted Stock Units granted by the other Party.

Section 6.3 Employee Stock Purchase Plan . Effective May 1, 2010, FAC temporarily discontinued the purchase of common shares under The First American Corporation 2001 Employee Stock Purchase Plan (the “ ESPP ”). Any contributions received subsequent to that date will be returned to employees in accordance with the terms of the ESPP. FinCo may adopt a

new employee stock purchase plan effective after the Distribution Date and FAC may reactivate the ESPP effective after the Distribution Date. For the avoidance of doubt, following the Distribution Date, the employees listed in Schedule 6.3 (Employees Eligible for ESPP) shall continue to be eligible to participate in the ESPP, as well as any employee stock purchase plan maintained by FinCo for so long as such employees meet the eligibility criteria for each such plan.

Section 6.4 Nonqualified Deferred Compensation Plans .

(a) FinCo Deferred Compensation Plans .

(i) Effective as of the Distribution Date, FinCo (or any one of its Subsidiaries or Affiliates) shall be solely responsible for the satisfaction of all Liabilities under the FinCo Deferred Compensation Plans listed in Schedule 6.4(a) (FinCo Deferred Compensation Plans) , and any other nonqualified deferred compensation plans in the United States or any other country covering FinCo Employees or Former FinCo Employees, other than those listed in Schedule 6.4(b) (FAC Deferred Compensation Plans) and specifically identified as FAC Deferred Compensation Plans. In this connection, FinCo (or any one of its Subsidiaries or Affiliates), shall maintain (and rename) the Pre-Distribution Deferred Compensation Plans as in effect prior to the Distribution Date (subject to such amendments as FinCo may wish to make that are not inconsistent with the terms of the relevant FinCo Deferred Compensation Plan).

(ii) All elections by FinCo Employees and Former FinCo Employees that were in effect under the terms of the applicable FinCo Deferred Compensation Plan immediately prior to the Distribution Date shall continue in effect from and after the Distribution Date until a new election that by its terms supersedes the prior election is made by such FinCo Employee or Former FinCo Employee in accordance with the terms of the applicable FinCo Deferred Compensation Plan and consistent with the provisions of Section 409A of the Code to the extent applicable.

(iii) As of the Distribution Date, FinCo shall be solely responsible for the management and administration of the FinCo Deferred Compensation Plans.

(iv) Payments to FinCo Employees and Former FinCo Employees under the FinCo Deferred Compensation Plans shall be made by FinCo or one of its Subsidiaries or Affiliates as determined in the sole discretion of FinCo.

(b) FAC Deferred Compensation Plans .

(i) Effective as of the Distribution Date, FAC (or any one of its Subsidiaries or Affiliates) shall be solely responsible for the satisfaction of all Liabilities under the FAC Deferred Compensation Plans listed in Schedule 6.4(b) (FAC Deferred Compensation Plans) and any nonqualified deferred compensation plan benefits covering FAC Employees and Former FAC Employees under the FAC Deferred Compensation Plans. In this connection, FAC (or any one of its Subsidiaries or Affiliates) shall maintain one or more nonqualified deferred compensation plans that shall contain terms that are substantially similar to the terms and conditions of the Pre-Distribution Deferred

Compensation Plans as in effect prior to the Distribution Date (subject to such amendments as FAC may wish to make that are not inconsistent with the terms of the relevant FAC Deferred Compensation Plan).

(ii) All elections by FAC Employees and Former FAC Employees that were in effect under the terms of the applicable FAC Deferred Compensation Plan immediately prior to the Distribution Date shall continue in effect from and after the Distribution Date until a new election that by its terms supersedes the prior election is made by such FAC Employee or Former FAC Employee in accordance with the terms of the applicable FAC Deferred Compensation Plan and consistent with the provisions of Section 409A of the Code to the extent applicable.

(iii) As of the Distribution Date, FAC shall be solely responsible for the management and administration of the FAC Deferred Compensation Plans.

(iv) Payments to FAC Employees and Former FAC Employees under the FAC Deferred Compensation Plans shall be made by FAC or one of its Affiliates as determined in the sole discretion of FAC.

(c) Handling of Nonqualified Deferred Compensation for Certain Employees . Any employee listed in Schedule 6.1(c) (FAC/FinCo Employees) who continues to be employed by both FinCo and FAC after the Distribution Date and any Former Corporate Employee whose benefits under the Pre-Distribution Deferred Compensation Plans have not been distributed in full from such plans on or before the Distribution Date shall be provided with benefits under both the active FinCo Deferred Compensation Plans in the United States and the active FAC Deferred Compensation Plans in the United States, to the extent and according to the terms of this Section 6.4(c) . Effective as of the Distribution Date, the following shall apply for such listed employees and for such Former Corporate Employees: (i) for any applicable account-based defined contribution plan, each such employee shall have fifty percent (50%) of his or her account balance in each such nonqualified deferred compensation plan sponsored by FAC immediately prior to the Distribution Date in which such employee participates retained by such FinCo Deferred Compensation Plan and the remaining fifty percent (50%) shall be transferred to the comparable FAC Deferred Compensation Plan, so that upon the completion of such actions, such employee shall have the same aggregate account balances under the relevant nonqualified deferred compensation plans both immediately before and immediately after the Distribution, (ii) for any applicable defined benefit plan, each such employee shall have fifty percent (50%) of his or her Distribution Date accrued benefit, fifty percent (50%) of his or her includable compensation for periods prior to the Distribution Date, plus one hundred percent (100%) of his or her service and plan participation for all applicable periods prior to the Distribution allocated to the calculation of his or her benefits under each such FinCo Deferred Compensation Plan and FAC Deferred Compensation Plan, respectively, so that upon the completion of such actions, such employee shall have the same aggregate accrued benefits under the relevant FinCo Deferred Compensation Plans and FAC Deferred Compensation Plans, both immediately before and immediately after the Distribution, (iii) for any applicable defined benefit plan, each such listed employee shall have one hundred percent (100%) of his or her respective includable compensation, service and plan participation for all applicable periods after the Distribution, for services rendered to FAC or FinCo, as the case may be, allocated to the calculation of his or her

benefits solely under each such FinCo Deferred Compensation Plan or FAC Deferred Compensation Plan, as appropriate, and (iv) with respect to the distribution and administration of benefits addressed by this Section 6.4 , each such Former Corporate Employee shall be treated as a Former FinCo Employee with respect to his or her benefits under a FinCo Deferred Compensation Plan and as a Former FAC Employee with respect to his or her benefits under a FAC Deferred Compensation Plan. Effective as of the Distribution Date, an individual’s benefit shall be paid solely from the applicable FinCo Deferred Compensation Plan and/or FAC Deferred Compensation Plan in which such individual participates.

(d) Continued Employment . Consistent with Section 409A of the Code, the Parties agree that FinCo Employees who participate in the Pre-Distribution Deferred Compensation Plans immediately prior to the Distribution Date and who participate in the FinCo Deferred Compensation Plans immediately following the Distribution Date, shall not experience a termination of employment or separation from service as a result of the transactions contemplated herein.

(e) Division of Assets and Liabilities . In connection with the Distribution, any assets held in trust to satisfy the Liabilities of a given Pre-Distribution Deferred Compensation Plan prior to the Distribution shall be allocated by value between such FAC Deferred Compensation Plan and its comparable FinCo Deferred Compensation Plan in proportion to the Liabilities allocated to such plans. Any assets held by any Party or Affiliate of a Party to satisfy the Liabilities of a given Pre-Distribution Deferred Compensation Plan prior to the Distribution shall be allocated by value between such FAC Deferred Compensation Plan and its comparable FinCo Deferred Compensation Plan in proportion to the Liabilities allocated to those plans. To the extent that assets cannot be divided according to the principles of the preceding sentences after taking commercially reasonable actions, the Parties shall cooperate to divide such assets as closely as reasonably possible according to those principles, and the Party sponsoring the Plan that receives a disproportionately greater allocation of the assets shall reimburse the other Party for any difference. For the avoidance of doubt, the FAC Deferred Compensation Plans shall assume one hundred percent (100%) of the Liabilities of FAC Employees and Former FAC Employees, as well as fifty percent (50%) of the Liabilities of Former Corporate Employees and any employee listed in Schedule 6.1(c) (FAC/FinCo Employees) , and the FinCo Deferred Compensation Plans shall assume one hundred percent (100%) of the Liabilities of FinCo Employees and Former FinCo Employees, as well as fifty percent (50%) of the Liabilities of Former Corporate Employees and any employee listed in Schedule 6.1(c) (FAC/FinCo Employees) .

Section 6.5 Pension Plans .

(a) On or prior to the Distribution Date, (i) FAC or one of its Affiliates shall issue and deliver a promissory note to FinCo in the aggregate principal amount to be mutually agreed between the Parties in the form attached hereto as Exhibit B covering FAC’s share of the underfunded portion of the FinCo Pension Plan (as defined below) benefit liability and plan administration costs and (ii) FinCo shall Assume sponsorship of and be solely responsible for the management, administration and funding of, and be solely responsible for all Assets and Liabilities under, the Pre-Distribution Pension Plan (to be hereinafter referred to as the FinCo Pension Plan), including with respect to FAC Employees, Former FAC Employees and Former

Corporate Employees, and FAC shall have no obligation with respect thereto, except that FAC shall, and hereby does, retain and assume one-half of the Liability associated with the administration of the Pre-Distribution Pension Plan including with respect to any breach or alleged breach of fiduciary duty in connection therewith.

(b) As of the Distribution Date, FinCo shall take all such actions necessary to (i) become the sole plan sponsor and administrator of the FinCo Pension Plan and the sponsoring employer under the Trust holding the assets of such Plan and (ii) appoint members of the Plan investment committee and administrative committee.

(c) Following the Distribution Date, eligible participants (whether employed by FAC or FinCo or their adopting affiliates) shall continue to participate in the FinCo Pension Plan in accordance with the terms and conditions of the FinCo Pension Plan; provided , however , that the foregoing shall in no way alter any right of FinCo, subsequent to the Distribution Date, to amend or terminate the FinCo Pension Plan in accordance with its terms and applicable Law. FinCo and FAC shall reasonably cooperate with each other in order to facilitate the foregoing provisions of this Section 6.5 .

(d) As of the Distribution Date, FinCo shall be solely responsible for the adjudication of all FinCo Pension Plan claims filed by FinCo Pension Plan participants (whether employees of FinCo, FAC, or an affiliated entity), including, but not limited to, claims filed before the Distribution Date under such Plan as in effect on the date such claim was filed.

Section 6.6 401(k) Savings Plans .

(a) FinCo 401(k) Savings Plans .

(i) As of the Distribution Date, FinCo shall Assume sponsorship of (and rename) and be solely responsible for the management and administration of all Assets and Liabilities under the Pre-Distribution Savings Plan, any other savings plans in the United States or any other country covering FinCo Employees, and all related trusts and other funding arrangements, other than the FAC Savings Plans and trusts and other funding arrangements related thereto (which shall be referred to as the FinCo Savings Plans).

(ii) Prior to the Distribution Date, FinCo shall take all such actions necessary to become the plan sponsor of the FinCo Savings Plans and appoint named fiduciaries of the FinCo Savings Plans, as appropriate.

(iii) As of the Distribution Date, FinCo shall be solely responsible for the adjudication of claims filed by FinCo Employees, Former FinCo Employees, Former Corporate Employees, if any, and all employees listed in Schedule 6.1(c) (FAC/FinCo Employees) under any FinCo Savings Plan.

(iv) Nothing contained in this Agreement shall alter in any way the right of FinCo, subsequent to the Distribution Date, to amend or terminate any or all of the FinCo Savings Plans in accordance with the terms thereof and applicable Law.

(b) FAC 401(k) Savings Plans .

(i) As of the Distribution Date, FAC shall Assume or shall have previously Assumed sponsorship of and be solely responsible for the management and administration of all Assets and Liabilities under the First Advantage Savings Plan. Following the Distribution Date, FAC shall retain sole responsibility for all benefit obligations incurred prior to the Distribution Date and Liabilities under the First Advantage Savings Plan, and any other savings plans in the United States or any other country covering FAC Employees, and all related trusts and other funding arrangements, other than the FinCo Savings Plans and trusts and other funding arrangements related thereto (which shall be referred to as the FAC Savings Plans).

(ii) As of the Distribution Date, FAC shall cause or shall have caused the Assets and Liabilities of the Pre-Distribution Savings Plan attributable to FAC Employees and Former FAC Employees to be Assumed by the First Advantage Savings Plan and transferred to the trust maintained under the First Advantage Savings Plan in a “transfer of assets or liabilities” in accordance with Section 414( l ) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder. The Assets to be transferred will be in the form of cash or other property, as FAC and FinCo shall mutually agree prior to such transfer. For the avoidance of doubt, the Assets and Liabilities of the Pre-Distribution Savings Plan attributable to FinCo Employees, Former FinCo Employees, Former Corporate Employees, if any, and all employees listed in Schedule 6.1(c) (FAC/FinCo Employees) shall not be Assumed by the First Advantage 401(k) Plan or transferred to the trust maintained under the First Advantage 401(k) Plan; provided , however , that following the Distribution Date, the employees listed on Schedule 6.6(b) (Employees Eligible for FAC/First Advantage 401(k) Plans) shall be permitted to participate in both the Pre-Distribution Savings Plan and the First Advantage 401(k) Plan for so long as such employees meet the eligibility criteria for each such plan.

(iii) As of the Distribution Date, FAC shall be solely responsible for the adjudication of claims filed by FAC Employees or Former FAC Employees under any FAC Savings Plan

(iv) Nothing contained in this Agreement shall alter in any way the right of FAC, subsequent to the Distribution Date, to amend or terminate the FAC Savings Plan in accordance with its terms and applicable Law.

Section 6.7 Pension Restoration Plan .

(a) Subject to Section 6.7(e) , as of the Distribution Date, (i) FinCo shall Assume sponsorship of and be solely responsible for the management and administration of, and be solely responsible for, all Liabilities under the FinCo Restoration Plan, and FAC shall have no obligation with respect thereto; and (ii) FAC shall retain and be solely responsible for the management, administration, and Liabilities of the FAC Restoration Plan and FinCo shall have no obligation with respect thereto.

(b) Effective as of the Distribution Date, (i) FinCo shall take all such actions

necessary to become the sole plan sponsor of the FinCo Restoration Plan and appoint the members of the Plan Administration Committee, and (ii) FAC shall take all such actions necessary to become the sole plan sponsor of the FAC Restoration Plan and appoint members of the Plan Administration Committee.

(c) Following the Distribution Date, (i) eligible participants shall continue to participate in the FinCo Restoration Plan in accordance with its terms; provided , however , that the foregoing shall in no way alter any right of FinCo, subsequent to the Distribution Date, to amend or terminate the FinCo Restoration Plan in accordance with its terms and applicable Law, and (ii) eligible participants shall continue to participate in the FAC Restoration Plan in accordance with its terms; provided , however , that the foregoing shall in no way alter any right of FAC, subsequent to the Distribution Date, to amend or terminate the FAC Restoration Plan in accordance with its terms and applicable Law. FinCo and FAC shall reasonably cooperate with each other in order to facilitate the foregoing provisions of this Section 6.7 .

(d) As of the Distribution Date, (i) FinCo shall be solely responsible for the adjudication of all FinCo Restoration Plan claims filed by FinCo Restoration Plan participants, including but not limited to claims filed before the Distribution Date under such Plan, provided that the claim relates to Liabilities assumed by FinCo under this Section 6.7 , and (ii) FAC shall be solely responsible for the adjudication of all FAC Restoration Plan claims filed by FAC Restoration Plan participants, including but not limited to claims filed before the Distribution Date under such Plan; provided that the claim relates to Liabilities assumed by FAC under this Section 6.7 .

(e) Notwithstanding anything herein to the contrary, any Pre-Distribution Restoration Plan participant who continues to be employed by both FinCo and FAC after the Distribution Date, or who is a Former Corporate Employee, shall have fifty percent (50%) of his or her Distribution Date accrued benefit, fifty percent (50%) of his or her includable compensation for periods prior to the Distribution Date, plus one hundred percent (100%) of his or her service and plan participation for all applicable periods prior to the Distribution Date allocated to the calculation of his or her benefits under such FinCo Restoration Plan or FAC Restoration Plan, respectively, so that upon the completion of such actions, such employee shall have the same aggregate accrued benefits under the FinCo Restoration Plan and FAC Restoration Plan, both immediately before and immediately after the Distribution Date.

Section 6.8 Health, Welfare and Fringe Benefit Plans .

(a) FinCo Health Plans .

(i) Effective as of April 1, 2010, FinCo shall Assume sponsorship of the Pre-Distribution Health Plans (which shall be referred to as the FinCo Health Plans upon and following the time of the transfer thereof to FinCo), and FinCo Employees shall continue to participate in such FinCo Health Plans on and after the transfer thereof to FinCo. After the date of the transfer thereof to FinCo (the “ Plan Transfer Date ”), FinCo shall assume sole responsibility for all Liabilities under the FinCo Health Plans and sole responsibility for the payment of all employer-related costs in maintaining the FinCo Health Plans, and for the collection and remittance of participant contributions and

premiums, and shall appoint the members of the FinCo Health Plan benefits review committee.

(ii) Upon the Plan Transfer Date, FinCo shall become solely responsible for the adjudication and payment of any claims incurred by a FinCo Employee, Former FinCo Employee, FAC Employee or Former FAC Employee before the Plan Transfer Date under a Pre-Distribution Health Plan that have not been finally adjudicated by FAC on the day immediately preceding the Plan Transfer Date (including, without limitation, any COBRA or retiree medical claims) (the “ Run-out ”), but FAC must reimburse FinCo for the Run-out FinCo pays for FAC Employees and Former FAC Employees on or after April 1, 2010.

(iii) Any determination made or settlements entered into by FAC prior to the Plan Transfer Date with respect to claims incurred under the Pre-Distribution Health Plans shall be final and binding.

(iv) As of the Plan Transfer Date, any Liabilities under COBRA and/or retiree medical Liabilities attributable to any FinCo Employee or Former FinCo Employees (or a qualified beneficiary of such individuals) shall become a FinCo Liability. Effective as of the Plan Transfer Date, FinCo shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA and the FinCo Health Plans and with the retiree medical obligations under the FinCo Health Plans for FinCo Employees, Former FinCo Employees and their qualified beneficiaries (as such term is defined under COBRA).

(v) Notwithstanding anything to the contrary in this Section 6.8 , on and after the Plan Transfer Date, Former Corporate Employees and any employee listed on Schedule 6.1(c) (FAC/FinCo Employees) shall participate in the FinCo Health & Welfare Plans according to their terms, and FAC shall reimburse FinCo for 50% of the sum of (A) the accrual rates for any self-insured Health & Welfare Plan in which such Former Corporate Employees and/or FAC/FinCo Employees participates, (B) any claims in excess of those accrual rates that are not covered by stop loss insurance that any such employee incurs under such self-insured plan, and (C) the cost of any employer subsidy for any insured welfare plan that FinCo subsidizes (after taking into account any employee premiums paid under such plans), for so long as a Schedule 6.1(c) (FAC/FinCo Employees) employee continues to be a co-employee of both FinCo and FAC and continues to participate in the FinCo Health & Welfare Plans or a Former Corporate Employee continues to participate in the FinCo Health & Welfare Plans.

(b) FAC Health Plans .

(i) Effective as of April 1, 2010, FAC shall establish the FAC Health Plans, and FAC Employees shall cease participating in the Pre-Distribution Health Plans as of the effective date of the FAC Health Plan, and shall instead participate in the FAC Health Plans in accordance with their terms. As of the effective date of the FAC Health Plans (except as otherwise provided below): FAC shall be solely responsible for the management and administration of the FAC Health Plans and solely responsible for the

payment of all employer-related costs in establishing and maintaining the FAC Health Plans, paying all benefits thereunder, and for the collection and remittance of participant contributions and premiums and shall establish and appoint members to a benefits review committee to review FAC Health Plan claims.

(ii) Effective as of the transfer of the Pre-Distribution Health Plans to FinCo, FinCo shall become solely responsible for the adjudication and payment of any Pre-Distribution Health Plan claims incurred by a FAC Employee or Former FAC Employee but not finally adjudicated by FAC on the day immediately preceding the effective date of the FAC Health Plans (including, without limitation, any COBRA or retiree medical claims).

(iii) Following the effective date of the FinCo Health Plans, any determination made or settlements entered into by FinCo with respect to claims incurred under the Pre-Distribution Health Plans by FAC Employees and Former FAC Employees shall be final and binding.

(iv) Effective for claims incurred on or after the effective date of the FAC Health Plans, FAC shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA and the FAC Health Plans and with the retiree medical obligations under the FAC Health Plans for FAC Employees, Former FAC Employees and their qualified beneficiaries (as such term is defined under COBRA). Notwithstanding the foregoing, for avoidance of doubt, FinCo (as successor to the Pre-Distribution Health Plans) shall be and remain responsible for all COBRA and retiree medical Run-out with respect to any FAC Employee or Former FAC Employee, but FAC must reimburse FinCo for the Run-out FinCo pays for FAC Employees and Former FAC Employees on or after April 1, 2010.

(v) The FAC Health Plan shall provide that each eligible FAC Employee or Former FAC Employee will receive credit in 2010 for any co-payments and deductibles paid during 2010 under a Pre-Distribution Health Plan prior to the effective date of the FAC Health Plans in satisfying any applicable 2010 deductible or out-of-pocket requirements under the FAC Health Plan. The FAC Health Plan shall also provide that it shall cover any pre-existing conditions and pre-authorized medical procedures that are recognized under the Pre-Distribution Health Plan, and shall take into account all financial accumulators (including without limitation any prior expenses charged against any annual or lifetime or other plan maximums) accounted for under the Pre-Distribution Health Plans.

(vi) The FinCo Health Plans and the FAC Health Plans will provide that each eligible FAC Employee or Former FAC Employee participating in the FAC Health Plans on or after April 1, 2010, and each eligible FinCo Employee or Former FinCo Employee participating in the FinCo Health Plans on or after April 1, 2010, will receive credit in 2010 for any co-payments and deductibles paid during 2010 under the applicable Health Plan, if before the Distribution Date such Employee thereafter transfers to either the FinCo Health Plans or FAC Health Plans, as the case may be, and that this credit shall apply in satisfying any applicable 2010 deductible or out-of-pocket

requirements under the FinCo Health Plans, or FAC Health Plans, as the case may be.

(vii) The FinCo Health Plans and FAC Health Plan shall cover any pre-existing conditions and pre-authorized medical procedures to the extent these are recognized under the FinCo Health Plans or FAC Health Plan, as the case may be, for each eligible FAC Employee or Former FAC Employee participating in the FAC Health Plan on or after April 1, 2010, and each eligible FinCo Employee or Former FinCo Employee participating in the FinCo Health Plans on or after April 1, 2010, that transfers to either the FinCo Health Plans or FAC Health Plan after April 1, 2010 and before the Distribution Date, and in those cases, with respect to such transferring employees, the Plans shall also take into account all financial accumulators (including, without limitation, any prior expenses charged against any annual or lifetime or other plan maximums) accounted for under the FinCo Health Plans or FAC Health Plan, as the case may be.

(viii) Any accumulated premiums collected from January 1, 2010 through March 31, 2010, shall be used to pay Pre-Distribution Health Plan expense until such time; whereupon any excess accumulated premiums remaining thereafter shall be allocated between and proportionate to the Liabilities of the respective FinCo Health Plans and FAC Health Plans.

(c) Section 125 Plans . Effective as of April 1, 2010, FinCo will assume responsibility for sponsorship and administration of the Pre-Distribution Section 125 Plan with respect to FinCo Employees and Former FinCo Employees, and FAC will establish or cause to be established a FAC Section 125 Plan with respect to FAC Employees and Former FAC Employees. On and after that date, (i) FAC shall be solely responsible for the management and administration of the FAC Section 125 Plan, and (ii) FinCo will transfer all FAC Employee and Former FAC Employee Section 125 accounts (including without limitation Flexible Spending Accounts (“ FSA ”)) from the FinCo Section 125 Plan to the FAC Section 125 Plan.

(d) Disability Plans . Effective not later than the Distribution Date, (i) FinCo shall assume responsibility for the sponsorship and administration of the Pre-Distribution Disability Plans (which shall be known as the FinCo Disability Plans), and (ii) FAC shall establish the FAC Disability Plans. On and after that date, FAC Employees shall cease participating in the Pre-Distribution Disability Plans and/or FinCo Disability Plans, and shall begin participating in the FAC Disability Plans. On and after the effective date of the FAC Disability Plans: (i) FAC shall be solely responsible for the management and administration of the FAC Disability Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the FAC Disability Plans, and (ii) FinCo shall assume sole responsibility for all disability Liabilities under the FinCo Disability Plans and shall be solely responsible for the payment of all employer-related costs in maintaining the FinCo Disability Plans. In the event that a FinCo Disability Plan is self-funded, FAC shall reimburse FinCo for the cost of providing disability benefits to an FAC Employee or Former FAC Employee for time periods occurring on or after the Distribution Date.

(e) Group Insurance Plans . Effective no later than the Distribution Date, (i) FinCo shall assume responsibility for the sponsorship and administration of the Pre-Distribution

Group Insurance Plans (which shall be known as the FinCo Group Insurance Plans), and (ii) FAC shall establish the FAC Group Insurance Plans. FAC Employees shall cease participating in the Pre-Distribution Group Insurance Plans and/or FinCo Group Insurance Plans as of such date, and shall begin participating in the FAC Group Insurance Plans. On and after the effective date of the FAC Group Insurance Plans: (i) FAC shall be solely responsible for the management and administration of the FAC Group Insurance Plans and solely responsible for the payment of all employer-related costs in establishing and maintaining the FAC Group Insurance Plans, and (ii) FinCo shall assume sole responsibility for all Liabilities under the FinCo Group Insurance Plans and shall be solely responsible for the payment of all employer-related costs in maintaining the FinCo Group Insurance Plans.

(f) Fringe Benefits . Effective no later than the Distribution Date, FinCo shall be responsible for establishing the FinCo Fringe Benefits Plans (as necessary) and FAC shall be responsible for establishing the FAC Fringe Benefits Plans (as necessary) and each party shall maintain its own fringe benefit plans, policies and arrangements, including any employee assistance program, educational assistance program and any other fringe benefit plans, programs and arrangements. FinCo shall be solely responsible for the management and administration of all related obligations and responsibilities with respect to claims for such fringe benefits by FinCo Employees and Former FinCo Employees (i) incurred under the FinCo Fringe Benefit Plans on and after the effective date of the FinCo Fringe Benefit Plans and (ii) incurred but not paid under the Pre-Distribution Fringe Benefit Plans prior to the effective date of the FinCo Fringe Benefit Plans. FAC shall retain financial and administrative Liability and all related obligations and responsibilities with respect to claims for such fringe benefits incurred by FAC Employees and Former FAC Employees at any time.

(g) Paid Time Off and Payroll . Effective as of the Distribution Date, each Party shall establish or retain their own paid time off policy and (i) any earned but unused paid time off (including vacation pay) that a FinCo Employee is entitled to as of the Distribution Date will be credited to the FinCo Employee under the FinCo paid time off policy and provided in accordance with that policy; and (ii) any earned but unused paid time off (including vacation pay) that a FAC Employee is entitled to as of the Distribution Date will be continued by the FAC paid time off policy and provided in accordance with that policy. On and after the Distribution Date, each Party shall have no liability for paid time off on behalf of the other Party’s employees.

(h) Annual Bonus Plans . With respect to any annual bonus or incentive plan not otherwise described in this Agreement, each Party (or their applicable Affiliate or Subsidiary) shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations relating to any annual incentive plan for their respective employees and former employees for 2010 and thereafter.

Section 6.9 Cooperation and Administrative Provisions .

(a) Notwithstanding anything herein to the contrary, the Parties shall reasonably cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, Board resolutions, government filings, data, payroll and employment Information on regular timetables, make certain that each applicable entity’s data and records are correct and updated on a timely basis,

and cooperate as needed with respect to (i) any litigation with respect to an employee benefit plan or arrangement contemplated by this Agreement, (ii) an audit of an employee benefit plan or arrangement contemplated by this Agreement by the Internal Revenue Service, Department of Labor or any other Government Entity, (iii) seeking a determination letter, private letter ruling or advisory opinion from the Internal Revenue Service or Department or Labor on behalf of any employee benefit plan or arrangement contemplated by this Agreement, and (iv) any filings that are required to be made or supplemented to the Internal Revenue Service, Pension Benefit Guaranty Corporation, Department of Labor or any other Government Entity; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

(b) Notwithstanding anything herein to the contrary, the Parties agree that they shall share all necessary data elements to administer the FAC and FinCo equity plans described in Section 6.1 and Section 6.2 for up to a period not to exceed ten (10) years following the Distribution Date. This data shall be made available in the formats that exist at the time of the distribution or in any other mutually agreeable format. Data shall be transmitted to these administrators via a mutually agreeable method of data transmission. Each Party also agrees to ensure that their plan administrator will make available all necessary data elements required now or in the future including but not limited to, exercise, lapse and tax data, in a timely fashion and to withhold appropriate taxes at the direction of the employer company of the individual for the time period covered under this provision.

(c) With respect to any employees on international assignment who are listed on Schedule 6.9(c) (FinCo Employees on International Assignment) and who become FinCo Employees, (i) if such employees are repatriated to their home countries or initiate the process of repatriation prior to the Distribution Date, FAC shall pay the costs of repatriation; and (ii) if such employees remain on international assignment through the Distribution Date, (A) FAC shall pay the cost of assignment up to the Distribution Date except that the tax obligation for the year of separation shall be prorated between FAC and FinCo, as set forth in Schedule 6.9(c) (FinCo Employees on International Assignment) , and (B) any costs related to repatriation initiated at some future date shall be the responsibility of FinCo.

(d) The Parties shall share, or cause to be shared, all Information on participants in the FinCo Plans and FAC Plans that is necessary and appropriate for the efficient and accurate administration of the FinCo Plans and FAC Plans, including (but not limited to) Information reasonably necessary to timely respond to claims for benefits made by participants and Information on expenses incurred by FinCo Plans prior to the Distribution Date so that FinCo may invoice and pay administrative expenses from their respective plan trusts as described below. The Parties and their respective authorized agents shall, subject to applicable laws of confidentiality and data protection and transfer, be given reasonable and timely access to, and may make copies of, all Information relating to the subjects of this ARTICLE VI to the extent necessary or appropriate for such administration. The Parties agree, upon reasonable request, to provide financial, operational and other Information on each FinCo Plan and FAC Plan, including (but not limited to) Information on a plan’s assets and liabilities, at a level of detail reasonably necessary and appropriate for the efficient and accurate administration of each of the FinCo Plans and FAC Plans. Notwithstanding the foregoing, if any such Information described in this Section 6.9(d) cannot be reasonably obtained without additional cost, each Party

shall agree to reimburse the other Party for all additional third-party costs and such other reasonable costs of obtaining the Information. To the extent that the FinCo Health Plans and the FAC Health Plans share protected health Information (“ PHI ”), the FinCo Health Plans and FAC Health Plans hereby agree to enter into appropriate business associate agreements to cover the sharing of PHI, as required by the Health Insurance Portability and Accountability Act of 1996.

(e) To the extent not covered elsewhere in this Agreement, with respect to expenses and costs incurred on behalf of a FinCo Plan or FAC Plan: (i) FinCo shall be responsible, through either direct payment or reimbursement to FAC for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the FAC Group or the FAC Plans relating to FinCo Employees or Former FinCo Employees, and (ii) FAC shall be responsible, through either direct payment or reimbursement to FinCo for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the FinCo Group or the FinCo Plans relating to FAC Employees or Former FAC Employees. An allocable share of any such costs and expenses will be determined in a manner consistent with the manner in which the allocable share of such costs and expenses was determined prior to the Distribution Date. The Parties agree to pay their allocable share for any third-party costs associated partially or entirely with their respective employee benefit plans associated with this Distribution following the Distribution Date.

(f) To the extent not covered elsewhere in this Agreement, with respect to all employee benefit plans, policies, programs, payroll practices, and arrangements maintained outside of the United States, the Parties agree that they shall reasonably cooperate and work together to facilitate any transfer of employee benefit plans, policies, programs, payroll practices, and arrangements as necessary and in accordance with applicable Law.

(g) To the extent not otherwise provided in this Agreement, the Parties agree that if an amount in the nature of a recovery (including without limitation, a litigation recovery, premium or other fee or cost rebate, or demutualization proceeds) becomes payable as the result of the maintenance of an employee benefit plan covered by this Agreement and such recovery is attributable to events that occurred prior to the Distribution, then (i) to the extent that the recovery is payable with respect to the maintenance or management of the assets of a pre-Distribution master trust or other trust (a “ Pre-Distribution Trust ”) that was split into two trusts maintained by the Parties as a result of the Distribution, such recovery will be allocated to the appropriate post-Distribution trusts in the same proportion as was applicable to the Pre-Distribution Trust split; (ii) to the extent that the recovery is payable with respect to the maintenance or management of the assets of a Pre-Distribution Trust that was not split as a result of the Distribution, such recovery will be allocated solely to that trust; (iii) notwithstanding (i) or (ii) , to the extent attributable to a FAC Employee or Former FAC Employee, allocated to FAC and to the extent attributable to a FinCo Employee or Former FinCo Employee, allocated to FinCo; and (iv) to the extent that a recovery is not covered by subclauses (i) , (ii) or (iii) above, the Parties will reasonably cooperate with each other and, subject to any applicable fiduciary duties under ERISA or otherwise, determine a fair allocation of the recovery among the appropriate post-Distribution employee benefit plans, associated trusts and/or plan participants.

(h) To the extent not covered elsewhere in this Agreement, the Parties (and their Subsidiaries and Affiliates) are hereby authorized to implement the provisions of this

ARTICLE VI , including by making appropriate adjustments to employee benefits provided for in this Agreement; provided such adjustments are intended for administrative or recordkeeping purposes to retain the value of benefits provided in accordance with the provisions of this Agreement.

Section 6.10 Approval of Plans; Terms of Participation by Employees in Plans .

(a) Approval of Plans . On or prior to the Distribution Date, the Parties shall take all actions as may be necessary to approve the stock-based employee benefit plans of FinCo in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

(b) Non-Duplication of Benefits . The FinCo Plans and FAC Plans shall not provide benefits that duplicate benefits provided to a participant by a corresponding FinCo Plan or FAC Plan. The Parties shall agree on methods and procedures, including amending the respective plan documents, to prevent FinCo Employees, Former FinCo Employees, FAC Employees and Former FAC Employees from receiving duplicate benefits from the FinCo Plans, and FAC Plans; provided , that nothing shall prevent FinCo from unilaterally amending the FinCo Plans to avoid such duplication and nothing shall prevent FAC from unilaterally amending the FAC Plans to avoid such duplication.

(c) Service Credits under Plans . Except as may be specified in Schedule 6.10(c) (Service Credits Under Plans) , service with FAC or any of its Subsidiaries shall be credited under the FinCo Plans and FAC Plans to the extent and for the express purposes set forth (including, as applicable and without limitation: eligibility, vesting, company match levels, subsidies, recognition of pre-existing credit and credit for amounts of co-pays, out-of-pocket maximums and deductibles, but not for benefit accrual purposes under pension plans not in existence on the Distribution Date) under the applicable FinCo Plan or FAC Plan, except to the extent duplication of benefits would result; provided , however , that in the event an employee or former employee of one of the Parties (or its Subsidiaries or Affiliates) becomes employed by the other Party (or its Subsidiaries or Affiliates) after December 31, 2010, such employee or former employee’s service with any member of the FAC controlled group prior to the Distribution Date need not be credited by the new employer except to the extent required by Law. Notwithstanding the foregoing, in the event of any conflict between this Section 6.10(c) and the terms of any FinCo Plan or FAC Plan, the express terms of such plan shall govern.

(d) Plan Elections . Except as may be specifically provided otherwise under this Agreement or applicable Law, all participant elections (including, without limitation, enrollment elections, deferral elections, investment elections, benefit elections, FSA elections, payment elections, beneficiary designations, qualified domestic relations orders, qualified medical child support orders and loan agreements) with respect to the participation of a FinCo Employee, Former FinCo Employee, FAC Employee or Former FAC Employee in a FAC employee benefit arrangement shall be transferred to and be in full force and effect under the FinCo Plan or FAC Plan, as applicable, in accordance with the terms of such plan and to the extent permissible under such plan, until such elections are replaced or revoked by the employee who made such election.

(e) Amendment and Termination . No provision in this Agreement shall prohibit the Parties, subsequent to the Distribution Date, from amending or terminating the employee benefit plans, policies and programs described herein in accordance with the provisions of such plans, policies and programs and applicable Law.

Section 6.11 Tax Consequences . For Tax purposes, the Parties agree that the treatment of all of the equity compensation and deferred compensation arrangements set forth in this ARTICLE VI shall be treated in accordance with Paragraph 11 of the Tax Sharing Agreement.

Section 6.12 International Regulatory Compliance . The Parties shall have the authority to adjust the treatment otherwise described in this ARTICLE VI in order to ensure compliance with the applicable laws or regulations of countries outside the United States or to preserve the tax benefits provided under local tax law or regulation prior to the Distribution.

Section 6.13 No Service Providers Are Third Party Beneficiaries . This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties, including, but not limited to, any FinCo Employee, Former FinCo Employee, FAC Employee, or Former FAC Employee, any remedy, claim, liability, reimbursement, claim of action or other right based upon one or more of the provisions of this ARTICLE VI .

Section 6.14 Indemnification .

(a) Notwithstanding any other provision set forth in this Agreement, (i) FinCo hereby indemnifies and holds harmless FAC and its Subsidiaries and Affiliates and the FAC Savings Plans, the FAC Restoration Plan, and the FAC Health & Welfare Plans (and each of their respective officers, directors, employees, agents and fiduciaries) with respect to any and all Liabilities relating to the FinCo Savings Plans, FinCo Restoration Plan, and FinCo Health & Welfare Plans, respectively; and (ii) FAC hereby indemnifies and holds harmless FinCo and its Subsidiaries and Affiliates and the FinCo Savings Plans, the FinCo Restoration Plan and the FinCo Health & Welfare Plans (and each of their respective officers, directors, employees, agents and fiduciaries) with respect to any and all Liabilities relating to the FAC Savings Plans, the FAC Restoration Plan, and FAC Health & Welfare Plans, respectively. Furthermore, FinCo agrees to hold FAC harmless with respect to any Liabilities related to actions taken to establish the FinCo Plans (and related third party administrative agreements) on or prior to the Distribution Date. FAC agrees to hold FinCo harmless with respect to any Liabilities related to actions taken to establish the FAC Plans (and related third party administrative agreements) on or prior to the Distribution Date.

(b) Notwithstanding any other provision set forth in this Agreement, as of the Distribution Date, FinCo hereby indemnifies and holds harmless FAC (and its affiliates, Subsidiaries, officers, directors, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the FinCo Pension Plan, but FAC must, and hereby does, retain and assume one-half of the Liability associated with the administration of the Pre-Distribution Pension Plan including with respect to any breach or alleged breach of fiduciary duty in connection therewith.

ARTICLE VII.

CONTINGENT SHARED ASSETS AND CONTINGENT SHARED LIABILITIES

Section 7.1 Contingent Shared Assets and Contingent Shared Liabilities .

(a) Contingent Shared Assets . To the extent that a Party or any member of its Group receives from a third party any proceeds of any kind arising out of a Contingent Shared Asset, to the extent necessary, such Party shall, or shall cause the applicable member of its Group to, promptly (but in no event later than thirty (30) days following receipt thereof, unless there is a good faith open question as to whether such proceeds are in fact Contingent Shared Assets and the matter has been submitted for resolution pursuant to the terms of this Agreement, in which case, promptly following the final determination thereof) Transfer such amount to the other Party pursuant to and in accordance with their respective Applicable Percentage. Transfers under this Section 7.1(a) are subject to the Parties’ agreement (i) as to the most cost efficient means of effecting such Transfer and (ii) to share any incremental costs arising as a result of such Transfer; provided , that if the Parties cannot agree on a means of effecting the Transfer within thirty (30) days from the date that the Parties have notice of the discovery of such proceeds, then the proceeds shall be immediately Transferred.

(b) Contingent Shared Liabilities . Except as otherwise expressly set forth in this ARTICLE VII or the Tax Sharing Agreement (with respect to Taxes) and without limiting the indemnification provisions hereof, FAC and FinCo shall each be responsible for its Applicable Percentage of the Contingent Shared Liabilities (in addition to, without duplication, each such Party’s Applicable Percentage of any Indemnifiable Losses in respect of any such Contingent Shared Liabilities pursuant to and in accordance with the relevant provisions of ARTICLE X ). Any amount owed in respect of any Contingent Shared Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(b) with respect to any Third Party Claim that is a Contingent Shared Liability, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required (or determined to be advisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party owing such amount and such out-of-pocket costs and expenses shall be included in the calculation of the amount of the applicable Contingent Shared Liability in determining the reimbursement obligations of the other Party with respect thereto; provided , however , in the event that an amount in excess of $1,000,000, is owed by the Parties to any third party or parties, in lieu of remitting amounts directly to the Party providing the invoice, the owing Party may remit the owed amount directly to the appropriate third party or parties or to a trust established by the invoicing Party, in such invoicing Party’s

name (but for the benefit of the third party or parties), and each Party shall contribute its Applicable Percentage of the owed amount to such trust account. In furtherance of the foregoing, the Managing Party shall be entitled to reimbursement by the other Party (in an amount of one-half each and when invoiced) of any out-of-pocket costs and expenses (which shall include the pro rata portion of the costs of salaries and benefits of employees attributed to the management or defense of such Contingent Shared Liability) related to or arising out of defending or managing any such Contingent Shared Liability, in advance of a final determination or resolution of any Action related to a Contingent Shared Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Contingent Shared Liabilities (and costs and expenses relating to Contingent Shared Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation by the non-managing Party to pay any amounts, whether pursuant to this ARTICLE VII or in respect of Indemnifiable Losses pursuant to ARTICLE X , in respect of any Contingent Shared Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Contingent Shared Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability (even if, subject to Section 10.4(b)(v) , such settlement was effected without the consent or over the objection of such Party).

Section 7.2 Management of Contingent Shared Assets and Contingent Shared Liabilities .

(a) For purposes of this ARTICLE VII , “ Managing Party ” shall initially mean FinCo; provided , however , that under certain circumstances FAC may become the Managing Party as may be otherwise agreed to in writing by the Parties or as set forth on Schedule 1.1(b) (Contingent Shared Liabilities) .

(b) Except as provided in the Tax Sharing Agreement (with respect to management of Tax Contests), the Managing Party shall, on behalf of the other Party, have sole and exclusive authority to commence, prosecute, manage, control, conduct or defend (or assume the defense of) or otherwise determine all matters whatsoever (including, as applicable, litigation strategy and choice of legal counsel or other professionals) with respect to any Contingent Shared Asset and, on behalf of the other Party, any Action or Third Party Claim with respect to a Contingent Shared Liability (including with respect to those Contingent Shared Assets set forth on Schedule 1.1(a) (Contingent Shared Assets) and Contingent Shared Liabilities set forth on Schedule 1.1(b) (Contingent Shared Liabilities) ). The Managing Party shall use its commercially reasonable best efforts to promptly notify the other Party in the event that it commences an Action with respect to a Contingent Shared Asset; provided , that the failure to provide such notice shall not give rise to any rights on the part of the other Party against the Managing Party or affect any other provision of this Section 7.2 . So long as the Managing Party has assumed and is actively and diligently conducting the defense of any Contingent Shared Liability in accordance with this Section 7.2(b) , the other Party will not consent to the entry of any judgment or enter into any settlement with respect to the Contingent Shared Liability without the prior written consent of the Managing Party.

pursue any Contingent Shared Asset for any reason whatsoever (including a different assessment of the merits of any Action, claim or right than the other Party might make or any business reasons that may be in the best interests of the Managing Party or a member of such Managing Party Group, without regard to the best interests of any member of the other Party’s Group) and that no member of the Managing Party Group shall have any Liability to any Person (including any member of the other Party’s Group) as a result of any such determination. If the Managing Party elects not to pursue a Contingent Shared Asset, the Managing Party shall promptly notify the other Party in writing of such election. At any time after receipt of such notice, the other Party may elect to pursue such Contingent Shared Asset and be deemed the Managing Party with respect thereto.

(d) The Managing Party shall on a monthly basis, or if a material development occurs as soon as reasonably practicable after such occurrence, fully inform the other Party of the status of and developments relating to any matter involving a Contingent Shared Asset or Contingent Shared Liability and provide copies of any material document, notices or other materials related to such matters. The other Party shall cooperate fully with the Managing Party in its management of any of such Contingent Shared Asset or Contingent Shared Liability and shall take such actions in connection therewith that the Managing Party reasonably requests (including providing access to such Party’s Records and employees as set forth in Section 7.3 ).

(e) Neither FAC nor FinCo shall take, nor permit any member of its respective Group to take, any action (including commencing any Action) or omit to take any action that may interfere with or that may adversely affect the rights and powers of the Managing Party pursuant to this ARTICLE VII .

(f) In the event of any dispute as to whether any claim, obligation, Asset or Liability is a Contingent Shared Asset or a Contingent Shared Liability, or whether such claim, obligation, Asset or Liability is an Asset or Liability allocated to one of the Parties pursuant to this Agreement or an Ancillary Agreement as set forth in Section 7.4(b) , the Managing Party may, but shall not be obligated to, commence prosecution or other assertion of such claim or right pending resolution of such dispute. In the event that the Managing Party commences any such prosecution or assertion and, upon resolution of the dispute (pursuant to ARTICLE X or otherwise), it is determined that such Asset or Liability is not a Contingent Shared Asset or a Contingent Shared Liability and that such Asset or Liability belongs to the other Party, pursuant to the provisions of this Agreement or any Ancillary Agreement, the Managing Party shall have the right to cease the prosecution or assertion of such right or claim and the other Party shall cooperate to transfer the control thereof to the other Party. In such event, the other Party shall promptly reimburse the Managing Party for all out-of-pocket costs and expenses incurred to such date in connection with the prosecution or assertion of such claim or right.

Section 7.3 Access to Information; Certain Services; Expenses .

(a) Access to Information and Employees by the Managing Party . Unless otherwise prohibited by Law or more specifically provided in the Tax Sharing Agreement with respect to Tax Contests and access to information related thereto, in connection with the management and disposition of any Contingent Shared Asset or any Contingent Shared Liability,

the other Party shall make readily available to and afford to the Managing Party and its authorized accountants, counsel and other designated representatives reasonable access, subject to appropriate restrictions for classified, privileged or confidential information, to the employees, properties, and Information of such Party and the members of such Party’s Group insofar as such access relates to the relevant Contingent Shared Asset or Contingent Shared Liability; provided , that it is understood by the Parties that such access as well as any services provided pursuant to Section 7.3(b) below may require a significant time commitment on the part of such Party’s employees and that any such commitment shall not otherwise limit any of the rights or obligations set forth in this ARTICLE VII ; provided , further , that it is also understood that such access and such services provided shall not unreasonably interfere with any of such Party’s employees’ normal functions. Nothing in this Section 7.3(a) shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided , however , that in the event that a Party is required to disclose any such Information, such Party shall use commercially reasonable best efforts to seek to obtain such third party’s written Consent to the disclosure of such Information.

(b) Certain Services . Each of FAC and FinCo shall make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents to assist in the management (including, if applicable, as witnesses in any Action) of any Contingent Shared Liabilities and Contingent Shared Assets to the extent that such Persons may reasonably be required in connection with the prosecution, defense or day-to-day management of any Contingent Shared Asset or Contingent Shared Liability. In respect of the foregoing, Schedule 1.1(a) (Contingent Shared Assets) and Schedule 1.1(b) (Contingent Shared Liabilities) set forth certain identified Contingent Shared Assets and Contingent Shared Liabilities, respectively, and may identify (but do not limit) those employees and agents who shall assist the Managing Party in its management of such Contingent Shared Liabilities and Contingent Shared Assets.

Section 7.4 Notice Relating to Contingent Shared Assets and Contingent Shared Liabilities; Disputes .

(a) In the event that any Party or any member of such Party’s Group or any of their respective Affiliates, becomes aware of (i) any Asset or Liability that may be a Contingent Shared Asset or Contingent Shared Liability, (ii) any matter or occurrence that has given or could give rise to a Contingent Shared Liability or Contingent Shared Asset or (iii) any matter reasonably relevant to the Managing Party’s ongoing or future management, prosecution, defense and/or administration of any Contingent Shared Liability or Contingent Shared Asset, such Party shall promptly (but in any event within thirty (30) days of becoming aware of such Asset, Liability or related matter, unless, by its nature the subject matter of such notice would require earlier notice) notify the other Party of any such matter (setting forth in reasonable detail the subject matter thereof); provided , however , that the failure to provide such notice shall not release any Party from any of its obligations under this ARTICLE VII except and solely to the extent that any such Party shall have been actually prejudiced as a result of such failure.

(b) In the event that any Party disagrees whether a claim, obligation, Asset or Liability is a Contingent Shared Asset or a Contingent Shared Liability or whether such claim,

obligation, Asset or Liability is an Asset or Liability allocated to one of the Parties pursuant to this Agreement or any Ancillary Agreement, then such matter shall be resolved pursuant to and in accordance with the dispute resolution provisions set forth in ARTICLE X .

Section 7.5 Cooperation with Governmental Entity . If, in connection with any Contingent Shared Asset or Contingent Shared Liability, the Non-Managing Party is required by Law to respond to or cooperate with a Governmental Entity, such Party shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the Managing Party of such Contingent Shared Asset or Contingent Shared Liability; provided , that to the extent such consultation was not practicable such Party shall promptly inform the Managing Party of such cooperation or response to the Governmental Entity and the subject matter thereof. In the event that the Non-Managing Party is requested or required by any Governmental Entity to take any action in connection with any Contingent Shared Asset or Contingent Shared Liability pursuant to written or oral question or request for Information or documents in any legal or administrative proceeding, review, interrogatory, subpoena, investigation, demand or similar process, such Party will notify the Managing Party promptly of the request or requirement and such Party’s response thereto.

Section 7.6 Default . In the event that a Party defaults in any full or partial payment in respect of any Contingent Shared Liability (as provided in this ARTICLE VII and in ARTICLE X ), including the payment of the costs and expenses of the Managing Party, then the non-defaulting Party may exercise any available legal remedies available against such defaulting Party; provided , further , that interest shall accrue on any such defaulted amounts at a rate per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum legal rate, whichever is lower). In connection with the foregoing, it is expressly understood that a defaulting Party’s share of the proceeds from any Contingent Shared Asset may be used via a right of offset to satisfy, in whole or in part, the obligations of such defaulting Party.

Section 7.7 Litigation Management Agreement . Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the Litigation Management Agreement (as the same may be formally or informally amended from time to time to include additional litigation matters) shall govern with respect to all matters specifically set forth therein or covered by the terms thereof (including, but not limited to, any Contingent Shared Liabilities that consist of litigation). In the event of a conflict between the provisions of the Litigation Management and the provisions of this Agreement with respect to such matters the Litigation Management Agreement shall control.

ARTICLE VIII.

ISSUANCE OF FAC SHARES; REGISTRATION RIGHTS

Section 8.1 Issuance of FAC Shares to FinCo.

(a) On the Distribution Record Date, FAC shall issue 5,173,306 FAC Common Shares to FinCo and 7,759,959 FAC Common Shares to FATICO (collectively, the “ FAC Shares ”), determined by (i) dividing $250 million by the ex-distribution FAC closing share price on the Distribution Record Date if FAC’s Common Shares are trading ex-distribution on

the Distribution Record Date or (ii) if there is no such closing share price on the Distribution Record Date, by dividing $250 million by a reasonable estimate of the ex-distribution FAC closing share price as determined in good faith by the Board of Directors of FAC on the Distribution Record Date, with each of FinCo’s and FATICO’s proportional ownership of the FAC Shares to be determined by FinCo prior to the issuance. The issuance of any FAC Shares to FATICO shall be subject to the terms of the purchase agreement between FAC and FATICO, dated as of June 1, 2010. Within five (5) years of the Distribution Date, FinCo shall, and shall cause FATICO to, dispose of the FAC Shares; provided , however , that FAC has complied with the requirements set forth in Section 8.4 .

(b) Promptly following the Distribution Date, each of FinCo and FATICO shall cancel any shares of FinCo Common Stock received by them in the Distribution due to their ownership of the FAC Shares.

Section 8.2 Cash Adjustment; Promissory Note . If the value of the FAC Shares on the Distribution Date (determined solely by reference to the Closing Ex-Distribution FAC Share Price) exceeds $250,000,000, then each of FinCo and FATICO shall pay to FAC its pro rata portion of an adjustment equal to the amount of such excess. If the value of the FAC Shares on the Distribution Date (determined solely by reference to the Closing Ex-Distribution FAC Share Price) is less than $250,000,000, then FAC shall pay to each of FinCo and FATICO its pro rata portion of an adjustment equal to the amount of such deficiency. The payment of the adjustment set forth in this Section 8.2 shall be paid by FAC or FinCo and FATICO, as the case may be within ten Business Days following the Distribution Date, in the form of (a) a cash payment to the other party or parties up to $10,000,000 (or, with respect to FinCo and FATICO, up to $10,000,000 in the aggregate) and (b) a promissory note or notes in the form set forth as Exhibit C hereto issued to the other party or parties with an aggregate principal amount equal to the amount of the adjustment (if any) in excess of $10,000,000.

Section 8.3 Right of First Offer .

(a) If FinCo or FATICO desires to Transfer or otherwise directly or indirectly dispose of one percent (1%) or more of the total number of FAC Common Shares then outstanding, in one (1) transaction or a series of transactions during any ten (10) day period (a “ Proposed Sale ”), then FinCo (or FATICO) shall first notify FAC in writing. FinCo’s (or FATICO’s) notice to FAC (the “ Proposed Sale Notice ”) shall state FinCo’s or FATICO’s intention to transfer the FAC Shares and the amount of FAC Shares to be sold. Notwithstanding the foregoing, FinCo and FATICO shall be limited to a maximum of three (3) Proposed Sales per year through the fourth anniversary of the Distribution Date; thereafter there shall be no limits on the number of Proposed Sales FinCo and FATICO may initiate.

(b) In the event FAC wishes to purchase the FAC Shares, FAC shall notify FinCo in writing of its desire to purchase or to designate another Person to purchase, all of the FAC Shares covered by the Proposed Sale Notice (an “ Offer to Purchase ”) within two (2) Business Days of receipt of a Proposed Sale Notice for $100 million or less of FAC Shares (based on the last per share trading price of FAC Common Shares on the day prior to receipt of the Proposed Sale Notice) and within five (5) Business Days of receipt of a Proposed Sale Notice for more than $100 million of FAC Shares (based on the last per share trading price of FAC

Common Shares on the day prior to receipt of the Proposed Sale Notice).

(i) An Offer to Purchase shall (A) state the proposed price (which shall be payable in immediately available funds and solely in U.S. dollars) at which FAC is offering to purchase the FAC Shares (which price may be stated either as a dollar amount or as tied to a specific or average closing price of FAC Common Shares for a particular day or a specified period of time), (B) state the material terms and conditions of the purchase of the FAC Shares, (C) provide that the closing of any sale upon acceptance of an Offer to Purchase shall take place no more than ten (10) Business Days following such acceptance and (D) state that the Offer to Purchase is irrevocable for a period of seventy-five (75) Business Days from the date of FinCo’s receipt of such Offer to Purchase.

(ii) During the seventy-five (75) Business Days following receipt of an Offer to Purchase, FinCo and/or FATICO shall have the opportunity to seek alternative purchasers for the FAC Shares (the “ Go Shop Period ”); provided that during the Go Shop Period, FinCo can only sell the FAC Shares to an alternative purchaser if the terms offered by such alternative purchaser are superior, in the good faith determination of FinCo, to the terms of such Offer to Purchase.

(iii) In the event that FinCo and/or FATICO do not enter into an agreement for the sale of FAC Shares to an alternative purchaser during the Go-Shop Period, the right of first offer provided hereunder shall be deemed to be revived and such FAC Shares shall not be offered unless first reoffered to FAC. For the avoidance of doubt, FinCo and FATICO have no obligation to accept the Offer to Purchase prior to or following the expiration of the Go Shop Period.

(iv) In the event that FinCo and/or FATICO enter into an agreement for the sale of FAC Shares to an alternative purchaser, the registration rights set forth in Section 8.4 shall transfer with the FAC Shares to such alternative purchaser, and FAC, FinCo and FATICO shall execute such documention as is reasonably necessary for the assignment and assumption of the rights and obligations set forth in Section 8.4 .

(c) In the event FAC does not deliver an Offer to Purchase to FinCo pursuant to Section 8.3(b) above, FinCo shall have a period of seventy-five (75) Business Days to enter into a definitive agreement with respect to a Proposed Sale of the FAC Shares; provided , however , that in the event the Proposed Sale is covered by a registration statement, the seventy-five (75) Business Day period shall be extended for each day the effectiveness of the registration statement is suspended or the Proposed Sale is otherwise not permitted pursuant to the registration statement. FinCo may affect the Proposed Sale of the FAC Shares during this period on any terms and subject to any conditions that it desires.

Section 8.4 Registration Rights .

(a) Demand Registration .

(i) Until such time as all Registrable Securities cease to be Registrable Securities, FAC agrees to use its commercially reasonable best efforts to keep current and

effective a shelf Registration Statement, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such shelf Registration Statement continuously effective and useable, for the resale of Registrable Securities under the Securities Act, and in conjunction with the procedures set forth in Section 8.4(c) , FAC will use its commercially reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof.

(ii) If FAC is no longer eligible to use a shelf Registration Statement, FAC agrees that, within thirty (30) days of FinCo’s and FATICO’s written request to register the resale of a specified amount of Registrable Securities (which shall represent at least $20 million of FAC Common Shares, or during the six (6) month period immediately prior to the fifth anniversary of the Distribution Date, such lesser amount as FATICO and FinCo have in their possession) under the Securities Act, FAC will file a Registration Statement, on an appropriate form, to register the resale of such Registrable Securities, which Registration Statement will (if specified in FinCo’s and FATICO’s notice) contemplate the ability of FinCo and FATICO to effect an underwritten offering, and will use its commercially reasonable best efforts to cause such Registration Statement to become or be declared effective, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such Registration Statement effective and useable, for the resale of Registrable Securities under the Securities Act, through the completion of the offering thereof.

(iii) Notwithstanding anything to the contrary contained in this Agreement, FAC shall be entitled, from time to time (but not during the six (6) month period immediately prior to the fifth anniversary of the Distribution Date), by providing prior written notice to FinCo and FATICO, to require FinCo and FATICO to suspend the use of the Prospectus included in any Registration Statement for resales of Registrable Securities under any shelf Registration Statement pursuant to Section 8.4(a)(i) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 8.4(a)(ii) for a reasonable period of time not to exceed sixty (60) days in succession (or a longer period of time with the prior written consent of FinCo and FATICO, which consent shall not be unreasonably withheld) and not more than twice in any one (1) year period (a “ Suspension Period ”) if (A) the Board of Directors of FAC determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially and adversely affect an offering of FAC securities, (B) FAC is in possession of material non-public information and the Board of Directors of FAC determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to FAC, or (C) FAC shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting FAC or its securities, and the Board of Directors of FAC determines in good faith that the disclosure of such information at such time would be materially detrimental to FAC.

(iv) After the expiration of any Suspension Period and without any further request from FinCo and FATICO, FAC shall as promptly as reasonably

practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

(v) If at any time or from time to time FinCo and FATICO desire to sell Registrable Securities representing at least $50 million in FAC Common Shares in an underwritten offering, the managing underwriter or underwriters for such offering shall be selected by FinCo. FinCo will provide FAC with prior written notice of any such underwritten offering, such notice to be provided as soon as reasonably practicable after FinCo and FATICO determine to proceed with such offering. FAC shall use its commercially reasonable best efforts to assist such managing underwriter or underwriters in their efforts to sell Registrable Securities pursuant to such Registration Statement and shall use commercially reasonable best efforts to make senior executives with appropriate seniority and expertise reasonably available for “road show” or other presentations during the marketing period.

(b) Piggyback Registration Rights .

(i) FAC shall not, without the prior written consent of FinCo and FATICO (which consent may be withheld in FinCo’s and FATICO’s sole discretion), grant or enter into any agreement or undertaking that would permit any Person to include any FAC Common Shares in a Registration Statement filed pursuant to Section 8.4(a) .

(ii) If, at any time when FinCo or FATICO holds Registrable Securities, FAC proposes or is required to register any of its equity securities under the Securities Act on a Registration Statement (other than pursuant to registrations relating solely to employee benefit plans or dividend reinvestment plans or registrations on Form S-4 or Form S-8 or any successor or similar form that is then in effect), whether or not for its own account, FAC shall give prompt written notice of its intention to do so to FinCo and/or FATICO, as applicable. Upon the written request of FinCo and/or FATICO, as applicable, made within fifteen (15) days following the receipt of any such written notice (which request shall specify the number of Registrable Securities intended to be disposed of by FinCo and/or FATICO, as applicable, and the intended method of disposition thereof), FAC shall cause all such Registrable Securities to be included in the Registration Statement with the securities that FAC at the time proposes to register.

(c) Registration Procedures . Whenever FAC is required by the provisions of this Agreement to use commercially reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this ARTICLE VIII , FAC will as expeditiously as possible use its commercially reasonable best efforts to:

(i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, excluding documents incorporated by reference in the Registration Statement, furnish to FinCo and FATICO and the managing underwriter

or underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of FinCo and FATICO and the managing underwriter or underwriters, and FAC will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto (excluding such documents incorporated by reference and proposed to be filed after the initial filing of the Registration Statement) to which FinCo and FATICO or the managing underwriter or underwriters, if any, shall reasonably and timely object; provided , that FAC may assume, for the purposes of this Section 8.4(c)(i) , that objections to the inclusion of information (A) requested by the staff of the Commission to be included in the Registration Statement or other documents, (B) required, in the opinion of counsel to FAC, to be in the Registration Statement or other documents, or (C) required by the Securities Act to be in the Registration Statement or other documents, shall not be deemed to be reasonable objections; and, provided , further , that FAC shall, to the extent reasonably practicable in light of the circumstances, consult with FinCo and FATICO and the managing underwriter or underwriters as to any document that is to be incorporated by reference in the Registration Statement during the marketing period of any underwritten offering until the closing of such underwritten offering;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be required by the federal securities Laws or the instructions applicable to the registration form utilized by FAC for registration or otherwise necessary to keep the Registration Statement effective and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) notify FinCo and FATICO and the managing underwriter or underwriters, if any, promptly, and confirm such advice in writing,

(A) when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any prospectus supplement or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective,

(B) of any comments by the Commission and the “Blue Sky” or securities commissioner or regulator of any state with respect to the Registration Statement, the Prospectus or any prospectus supplement or any request by the Commission for amendments or supplements to the Registration Statement, the Prospectus or any prospectus supplement or for additional information,

(C) of the issuance by the Commission or any other regulatory authority of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose,

(D) if at any time the representations and warranties of FAC contemplated by Section 8.4(c)(xiii) below cease to be true and correct,

(E) of the receipt by FAC of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction or the initiation or threatening of any proceeding for such purpose, and

(F) of the existence of any fact which results in the Registration Statement, any amendment or post-effective amendment thereto, the Prospectus, any prospectus supplement, or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(iv) make every commercially reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;

(v) if requested by the managing underwriter or underwriters or FinCo and FATICO, as soon as practicable incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or FinCo and FATICO reasonably request to be included therein relating to the sale of the Registrable Securities, including without limitation, information with respect to the amount of Registrable Securities being sold to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering (including whether such underwriting commitment is on a firm commitment or best efforts basis) of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment promptly upon notice of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vi) furnish to FinCo and FATICO and to each managing underwriter or underwriters, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference therein);

(vii) deliver to FinCo and FATICO and each underwriter, if any, without charge, as many copies (including an electronic copy) of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; FAC consents to the use of the Prospectus or any amendment or supplement thereto by FinCo and FATICO and each underwriter, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

(viii) prior to any public offering of Registrable Securities, use its

commercially reasonable best efforts to register or qualify or cooperate with FinCo and FATICO, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as FinCo and FATICO or any underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that FAC will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(ix) cooperate with FinCo and FATICO and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as FinCo and FATICO or the managing underwriter or underwriters, if any, may request at least two (2) business days’ prior to any delivery of Registrable Securities;

(x) use its commercially reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities, federal, state or local, as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xi) except as permitted by Section 8.4(a)(iii) , if any fact contemplated by Section 8.4(c)(iii)(F) above shall exist, prepare a post-effective amendment or supplement to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that the Prospectus, as thereafter delivered to the purchasers of the Registrable Securities, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(xii) use its commercially reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which the FAC Common Shares are then listed, if any;

(xiii) enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registrable Securities are to be sold in an underwritten offering:

(A) make such representations and warranties to FinCo and FATICO and the underwriter or underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of equity securities;

(B) cause to be delivered to FinCo and FATICO and the underwriter or underwriters, if any, opinions of counsel to FAC, dated, in the case of an underwritten offering, the date of delivery of any Registrable Securities sold pursuant thereto which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and FinCo and FATICO, addressed to FinCo and FATICO and each underwriter, if any, covering the matters customarily covered in opinions requested in underwritten offerings of common stock and such other matters as may be reasonably requested by FinCo and FATICO or the appointed representative of or counsel to FinCo and FATICO (it being agreed that the matters to be covered by such opinions shall include and shall cover both the date of the first contract to sell the Registrable Securities and the date of delivery of any Registrable Securities sold pursuant thereto);

(C) cause to be delivered, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto, letters from FAC’s independent certified public accountants addressed to FinCo and FATICO and each underwriter, if any, in customary form and covering such financial and accounting matters as are customarily covered by letters of independent certified public accountants delivered in connection with underwritten public offerings of common stock;

(D) if an underwriting agreement is entered into, the same shall provide for indemnification of the underwriters by FAC in customary form; and

(E) FAC shall deliver such documents and certificates as may be reasonably requested by FinCo and FATICO or the managing underwriter or underwriters, if any, to evidence compliance with Section 8.4(c)(iii)(A) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by FAC in connection with such offering.

The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

(xiv) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations under the federal securities Laws, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty (40) days after the end of any twelve (12) month period (or sixty (60) days, if such period is a fiscal year) commencing on the date of the filing of any Prospectus relating to the sale of Registrable Securities, which statements shall cover a twelve (12) month period.

FAC may require FinCo and FATICO to furnish to FAC such information regarding the distribution of such securities as FAC may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection with any registration.

FinCo agrees that, upon receipt of any notice from FAC of the happening of any event of the kind described in Section 8.4(c)(iii)(F) hereof, FinCo will, and FinCo will cause FATICO to, forthwith discontinue disposition of Registrable Securities until FinCo’s and FATICO’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 8.4(c)(xi) hereof, or until it is advised in writing by FAC that the use of the Prospectus may be resumed.

(d) Registration Expenses . All expenses incident to FAC’s performance of or compliance with this Section 8.4 , or in connection with an offering effected under Section 8.4(b)(ii) , including without limitation:

(i) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority), unless the required filing or filings arise solely by reason of the status of FinCo and FATICO or any of its Affiliates, or their intended use of proceeds of the offering (in which case such fees shall be the responsibility of FinCo and FATICO);

(ii) fees and expenses of compliance with securities or “Blue Sky” laws (including reasonable fees and disbursements of one counsel for FinCo and FATICO and the underwriter or underwriters in connection with the registration or qualification of the Registrable Securities under applicable state securities laws and determination of their eligibility for investment under the laws of such jurisdictions as FinCo and FATICO, the managing underwriter or underwriters may designate);

(iii) all printing, messenger, telephone and delivery expenses of FAC, including, without limitation, the expenses of printing the Registration Statement and the Prospectus, the expenses of preparing the Registrable Securities for delivery and the expenses of printing or producing any agreement(s) among underwriters, underwriting agreement(s) and “Blue Sky” or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Registrable Securities to be disposed of;

(iv) fees, disbursements and expenses of counsel for FAC;

(v) fees and disbursements of all independent certified public accountants of FAC (including the expenses of any special audit and accountants’ letters required by or incident to such performance);

(vi) all fees and expenses incurred by FAC in connection with the listing of the Registrable Securities on any securities exchange pursuant to Section 8.4(c)(xii) ; and

(vii) fees and expenses of other Persons retained by FAC;

will be borne by FAC, whether or not the Registration Statement becomes effective; provided , that FAC shall not be required to bear such expenses for more than three (3) Registration Statements that become effective pursuant to Section 8.4(a)(ii) . In connection with any offering effected pursuant to Section 8.4(a)(ii) following the time that FinCo and FATICO shall have

completed three (3) Registration Statements that have become effective pursuant hereto, all such out-of-pocket expenses reasonably incurred by FAC shall be borne by FinCo and FATICO, in proportion to the Registrable Securities sold by each of them in such offering. FAC will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses of any Person, including special experts, retained by FAC.

(e) Rule 144 . FAC covenants that it shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and it will take such further action as FinCo and FATICO may reasonably request, all to the extent required from time to time to enable FinCo and FATICO to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of FinCo and FATICO, FAC will deliver to FinCo and FATICO a written statement as to whether it has complied with such information and requirements.

ARTICLE IX.

RES DATABASE PURCHASE RIGHT

Section 9.1 Purchase Right . Upon the occurrence of a Triggering Event prior to the tenth anniversary of the Distribution Date, FinCo or its designee shall have the right to purchase at its option (the “ Purchase Right ”) from any or all of FAC, an Affiliate of FAC or such other Person that directly or indirectly owns the RES Database, as applicable:

(a) the RES Assets (which shall exclude, for the avoidance of doubt, assets that are Active Trade or Business Assets, as reasonably determined by FinCo); or

(b) all of the capital stock owned by FAC or an Affiliate of FAC of the entity that directly owns the RES Database or any portion thereof; provided , that such entity shall Transfer out of such entity Active Trade or Business Assets, as reasonably determined by FinCo, prior to the closing of the Purchase Right;

provided , that in either case such purchase will not, as reasonably determined by FinCo, cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment; provided , further , that if FinCo reasonably determines that such purchase will cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, FinCo shall have the right to specify assets to be excluded from the RES Assets or to cause to be Transferred out of the entity specified in Section 9.1(b) so that such purchase will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment. FAC shall be liable for any Taxes resulting from the transaction contemplated by this Section 9.1 (including the purchase transaction, the distribution of assets in contemplation of the transaction, and the failure of the Distribution-Related Transactions to qualify for Tax-Free Treatment); provided, however, that to the extent that FinCo determines that the purchase contemplated by this section will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment and the Internal Revenue Service successfully challenges such position, FinCo shall be liable for any Taxes and

costs resulting from the failure of the Distribution-Related Transaction to qualify for Tax-Free Treatment but only if and to the extent that FinCo did not act in good faith in making such determination.

Section 9.2 Cooperation .

(a) FAC, on behalf of itself and all of its Affiliates, agrees to cooperate in good faith with FinCo and timely provide to FinCo all documents and information (including, without limitation, any Information) that FinCo reasonably requires to make any determination under this ARTICLE IX , including, without limitation, whether the exercise of the Purchase Right will cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, assets that must be excluded from the RES Assets or that must be Transferred out of the entity specified in Section 9.1(b) so that the exercise of the Purchase Right will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, and whether assets are Active Trade or Business Assets. Upon reasonable notice, FAC shall make its, or shall cause its Affiliates, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder.

(b) FinCo shall have the right to obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) or opinion of counsel or tax advisors in its sole discretion to make any determination under this ARTICLE IX , including, without limitation, whether the exercise of the Purchase Right will cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, assets that must be excluded from the RES Assets or that must be Transferred out of the entity specified in Section 9.1(b) so that the exercise of the Purchase Right will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, and whether assets are Active Trade or Business Assets. If FinCo determines to obtain a private letter ruling or opinion of counsel or tax advisors, FAC shall (and shall cause each of its Affiliates) to cooperate with FinCo and take any and all actions reasonably requested by FinCo in connection with obtaining the opinion private letter ruling (including, without limitation, by making any representation or covenant or providing any materials or information requested by any tax authority, counsel or tax advisors. FinCo shall reimburse FAC for all reasonable costs and expenses incurred by FAC in cooperating with FinCo’s request for a private letter ruling within 10 (ten) Business Days after receiving an invoice from FAC therefor.

(c) FAC (and its Affiliates) shall execute and deliver to FinCo (or any FinCo Affiliates as FinCo shall designate) any power of attorney or other document requested by FinCo (or such designee) in connection with any determination under this ARTICLE IX (including any a private letter ruling request or tax opinion under this Section 9.2 ).

(d) FAC (and its Affiliates) shall cooperate with FinCo (and its Affiliates) in good faith to structure the purchase made pursuant to ARTICLE IX in a manner so as to enable FinCo to reasonably determine that the exercise of the Purchase right will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment, including excluding certain assets from the RES Assets or causing certain RES Assets to be Transferred out of the entity specified in Section 9.1(b) so that the exercise of the Purchase Right will not cause the Distribution-Related Transactions to fail to qualify for Tax-Free Treatment and make such representations and covenants (as set forth in Section 9.2(b) ) in order to allow FinCo (or its

advisors) to make such determination.

(e) In the event that FinCo reasonably determines the exercise of the Purchase Right will not cause the Distribution-Related Transaction to fail to qualify for Tax-Free Treatment, neither party shall or shall permit any of its Affiliates to take any action or position contrary to such determination.

Section 9.3 Procedure .

(a) Upon the occurrence of a Triggering Event, FAC will notify FinCo in writing (pursuant to the instructions set forth in Section 14.6 ) within two (2) Business Days thereafter of its intention to effect such transaction or that it has become aware of a Triggering Event, describing the purchase price (or other consideration) and the other material terms and conditions of the proposed Transfer, including the identity of the prospective buyer or buyers, and a true and complete copy of any and all available documents constituting the pending transaction (the “ Transfer Notice ”).

(b) After receipt of the Transfer Notice or upon FinCo becoming aware of the occurrence of a Triggering Event, FinCo or its designee will have the right, but not the obligation, to exercise the Purchase Right by delivering a written notice (pursuant to the instructions set forth in Section 14.6 ) of such election (the “ Election Notice ”) to FAC within one hundred twenty (120) days of receipt of the Transfer Notice. The Election Notice shall set forth a date not later than one hundred twenty (120) days from the delivery of the Election Notice on which the purchase pursuant to this Section 9.3(b) shall be consummated; provided , however , that with respect to a purchase subject to Section 9.4(b) below, the closing shall be consummated within the later of sixty (60) days following the determination of value by the Cash Value Appraiser or one hundred twenty (120) days from the delivery of the Election Notice and; provided further , that the parties shall exercise commercially reasonable best efforts to negotiate, execute and deliver appropriate documentation (in form and substance acceptable to FinCo) to evidence such purchase.

(c) The failure of FinCo or its designee to deliver a timely Election Notice shall constitute a waiver of the Purchase Right to which FinCo is entitled pursuant to this ARTICLE IX .

(d) If FinCo fails to timely exercise the Purchase Right, the applicable selling entity may consummate the sale to the Title Underwriter specified in the Transfer Notice on the terms and conditions set forth in the Transfer Notice within ninety (90) days after the Election Notice was first delivered to FinCo. If the applicable selling entity fails to consummate the sale to the Title Underwriter specified in the Transfer Notice within such ninety (90) day period, then the Purchase Right will be reinstated in full force and effect.

Section 9.4 Purchase Price . If FinCo or its designee exercises the Purchase Right, the purchase price will be determined as follows:

(a) If FinCo or its designee elects to purchase the same entity or collection of Assets that is the subject of the Transfer Notice (or is otherwise the subject of the transaction that resulted in a Triggering Event), then the purchase price for such entity or Assets shall be the

amount agreed upon with such Title Underwriter (as set forth in the Transfer Notice).

(b) If FinCo or its designee elects to purchase an entity or collection of Assets that is not the entity or collection of Assets that is the subject of the Transfer Notice (or is otherwise the subject of the transaction that resulted in a Triggering Event) (the “ Non-Cash Consideration ”), or if the Purchase Right with respect to such entity or Assets arises from a FACL Change in Control, then the Parties shall designate a mutually acceptable appraiser who is not affiliated with either FAC or FinCo and has substantial professional experience with regard to the valuation of the Non-Cash Consideration involved, and if they cannot agree on an appraiser within twenty (20) days after the Election Notice is delivered, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing (the “ Cash Value Appraiser ”). The Cash Value Appraiser shall make the relevant determination of value of the Non-Cash Consideration as soon as practicable following the designation of the Cash Value Appraiser. Any decision of the Cash Value Appraiser shall be final, conclusive and binding, and neither FAC nor FinCo may contest any action by the other Party in accordance with the decision of the Cash Value Appraiser. All fees, costs and expenses of the Cash Value Appraiser relating to the procedures set forth in this ARTICLE IX shall be governed by Section 5.4 of this Agreement. FAC and FinCo each shall bear their own expenses.

Section 9.5 No Lien . FAC and FinCo acknowledge and agree that nothing in this Agreement is intended to or shall constitute a lien on or a grant of a security interest in the Assets described in this ARTICLE IX .

Section 9.6 FAC Use of RES Database . Upon consummation of a transaction effected through a Purchase Right pursuant to this ARTICLE IX , all rights of FAC and any of its Subsidiaries to use the RES Database or any portion thereof shall cease.

Section 9.7 Transfer of Embodiments . In the event of the consummation of a transaction effected through a Purchase Right pursuant to this ARTICLE IX , FinCo and FAC will cooperate in the Transfer of the embodiments of the RES Database in such form and on such media as FinCo may reasonably request within a reasonable time after such transaction is consummated.

Section 9.8 Transferees . Notwithstanding any provision herein to the contrary, FAC and FACL shall not, and FAC shall cause its Subsidiaries not to, Transfer the RES Database or any portion thereof unless the transferee shall execute an agreement agreeing to be bound by the provisions of this ARTICLE IX ; mutatis mutandis , including, without limitation, the obligation to cause any further transferee to be similarly bound.

Section 9.9 Effect of Not Following Procedure . Any sale, Transfer or other disposition of the RES Database, either directly or indirectly, not in accordance with the foregoing procedures of this ARTICLE IX shall be null and void and of no force and effect.

Section 9.10 FinCo Assignment; Change in Control . FinCo’s rights under this ARTICLE IX shall not be assignable, in whole or in part, and shall automatically terminate upon

a Change in Control of FinCo.

Section 9.11 Remedies . Notwithstanding anything in this Agreement to the contrary, the Parties recognize that the performance of the obligations by FAC and its Affiliates under this ARTICLE IX are special, unique and extraordinary in character, and that in the event of the breach by FAC and/or its Affiliates of the terms and conditions of this ARTICLE IX , FinCo shall be entitled, if it so elects, to institute and prosecute proceedings to enforce the specific performance thereof pursuant to Section 14.20 by FAC or its Affiliates or to enjoin FAC and/or its Affiliates from consummating any transaction that would result in the direct or indirect Transfer of the RES Database.

ARTICLE X.

INDEMNIFICATION

Section 10.1 Release of Pre-Distribution Claims .

(a) Except (i) as provided in Section 10.1(c) , (ii) as may be otherwise expressly provided in this Agreement, any Ancillary Agreement or in connection with any Continuing Arrangements and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this ARTICLE X , each Party, for itself and each member of its Group, its Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of its Group (in their respective capacities as such), in each case, together with its heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge the other Party and the members of the other Party’s Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were shareholders, directors, officers, agents or employees of any member of such other Party (in their respective capacities as such), in each case, together with its heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Plan of Separation and all other actions taken to implement the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements.

(b) The Parties represent, warrant and agree that they have been fully advised of the content of Section 1542 of the Civil Code of the State of California, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially effected his settlement with the debtor.” The Parties hereby expressly waive and relinquish all rights and benefits under that section and any Law or legal principle of similar effect in any jurisdiction with respect to the release granted in this Agreement.

(c) Nothing contained in Section 10.1(a) and Section 10.4(a) shall impair or otherwise affect any right of either Party, and as applicable, a member of either Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or any Ancillary Agreement. In addition, nothing contained in Section 10.1(a) shall release any person from:

(i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement including, with respect to FAC, any FAC Retained Liability and, with respect to FinCo, any FinCo Liability;

(ii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from or on behalf of a member of the other Group prior to the Effective Time;

(iii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group;

(iv) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(v) any Liability with respect to a Contingent Shared Liability pursuant to ARTICLE VII ;

(vi) any Liability with respect to any Continuing Arrangements;

(vii) any Liability surrounding the exchange or provision of Information pursuant to this Agreement, as set forth in Section 2.5(a) ;

(viii) any Liability resulting from the rights of a minority partner, member or shareholder with respect to any minority interest Contract, as set forth in Section 2.5(b) ; and

(ix) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this ARTICLE X and, if applicable, the appropriate provisions of the Ancillary Agreements.

In addition, nothing contained in Section 10.1(a) shall release FAC from indemnifying any director, officer or employee of FinCo who was a director, officer or employee of FAC or any of its Affiliates on or prior to the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations.

(d) Each Party shall not, and shall not permit any member of its Group to make, any claim, demand or offset, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against the other Party or any member of the other Party’s Group, or any other Person released pursuant to Section 10.1(a) , with respect to

any Liabilities released pursuant to Section 10.1(a) .

(e) It is the intent of each Party, by virtue of the provisions of this Section 10.1 , to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Effective Time, whether known or unknown, between or among either Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Effective Time), except as specifically set forth in Section 10.1(a) and Section 10.1(c) . At any time, at the reasonable request of the other Party, a Party shall cause each member of its respective Group and, to the extent practicable each other Person on whose behalf it released Liabilities pursuant to this Section 10.1 , to execute and deliver releases reflecting the provisions hereof.

Section 10.2 Indemnification by FAC .

(a) Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement or with respect to any Continuing Arrangement, following the Distribution Date, FAC shall and shall cause the other members of the FAC Group to indemnify, defend and hold harmless the FinCo Indemnitees from and against any and all Indemnifiable Losses of the FinCo Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the FAC Retained Liabilities or alleged FAC Retained Liabilities (as alleged by a third party) or (ii) any breach by FAC of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

(b) FAC shall indemnify and hold harmless FinCo, FATICO, each underwriter with respect to Registrable Securities and each of their respective officers, directors, employees and agents and each Person who controls FinCo, FATICO or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and Liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, including any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or Liabilities relate to any untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to FAC by FinCo, FATICO or any underwriter expressly for use therein.

Section 10.3 Indemnification by FinCo .

(a) Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement or with respect to any Continuing Arrangement, FinCo shall and shall cause the other members of the FinCo Group to indemnify, defend and hold harmless the FAC Indemnitees from and against any and all Indemnifiable Losses of the

FAC Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the FinCo Liabilities or alleged FinCo Liabilities (as alleged by a third party) or (ii) any breach by FinCo of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

(b) FinCo shall and shall cause FATICO to indemnify and hold harmless FAC, its directors, its officers who sign any Registration Statement and each Person, if any, who controls FAC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from FAC to FinCo and FATICO (but not in an amount exceeding the net proceeds to FinCo and FATICO from the offering of any Registrable Securities pursuant to such Registration Statement), but only with reference to information relating to FinCo or FATICO furnished in writing by FinCo or FATICO to FAC expressly for use in any Registration Statement, preliminary prospectus, or Prospectus, including any amendment or supplement thereto.

Section 10.4 Procedures for Indemnification .

(a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 10.4(b) ), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided , however , that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

(b) Third Party Claims .

(i) If a claim or demand is made against a FAC Indemnitee or a FinCo Indemnitee (each, an “ Indemnitee ”) by any Person who is not a party to this Agreement (a “ Third Party Claim ”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall, in writing and in reasonable detail, and promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of a Third Party Claim, provide notice of such Third Party Claim to the Party (and, if applicable, the Managing Party) that is or may be required pursuant to this ARTICLE X or pursuant to any Ancillary Agreement to make such indemnification (the “ Indemnifying Party ”). If either Party shall receive notice or otherwise learn of the assertion of a Third Party Claim that may reasonably be determined to be a Contingent Shared Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to ARTICLE VII ) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided , however , that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to

the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(ii) Other than in the case of (A) a Contingent Shared Liability (the defense of which shall be assumed and controlled by the Managing Party as provided for in ARTICLE VII ), (B) indemnification pursuant to the Tax Sharing Agreement or (C) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be assumed and controlled by the beneficiary Party), an Indemnifying Party shall assume and control the defense of any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel (which counsel is reasonably acceptable to the applicable Indemnitees), within thirty (30) days of the receipt of such notice from such Indemnitees. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided , however , that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s Expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided further , that if (x) the Third Party Claim is not a Contingent Shared Liability and (y) the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(iii) Other than in the case of a Contingent Shared Liability, if an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, pertinent Information, and material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(iv) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim that is not a Contingent Shared Liability (with any Contingent Shared Liability handled in accordance with ARTICLE VII ) without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(v) In the case of a Third Party Claim (except for any Third Party Claim that is a Contingent Shared Liability which, with respect to the subject matter of this Section 10.4(b)(v) , shall be governed by Section 7.4 ), no Indemnifying Party shall consent to entry of any judgment or entry into any settlement of the Third Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee; it being understood that in the case of a Third Party Claim that is a Contingent Shared Liability, such matters are addressed in ARTICLE VII .

(vi) For the avoidance of doubt, and pursuant to Section 7.7 , the Litigation Management Agreement (and not the provisions of this Section 10.4(b) ) shall govern with respect to all Third Party Claims specifically set forth in the Litigation Management Agreement or covered by the terms thereof.

(c) Absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this ARTICLE X shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have against any Indemnifying Party with respect to the foregoing other than under this ARTICLE X .

Section 10.5 Cooperation in Defense and Settlement .

(a) With respect to any Third Party Claim that is not a Contingent Shared Liability and that implicates both Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims.

(b) Each of FAC and FinCo agrees that at all times from and after the Effective Time, if an Action is commenced by a third party with respect to which FAC (or any member of the FAC Group), on one hand, and FinCo (or any member of the FinCo Group), on the other hand, is a nominal defendant or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable best efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 10.6 Indemnification Payments . Indemnification required by this ARTICLE X shall be made by periodic payments of the amount thereof in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss or Liability incurred.

Section 10.7 Contribution .

(a) If the indemnification provided for herein, including in respect of any Contingent Shared Liability, is unavailable to, or insufficient to hold harmless an Indemnitee under this Agreement or any Ancillary Agreement in respect of any Liabilities referred to herein or therein, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnitee as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnitee in connection with the actions or omissions that resulted in Liabilities as well as any other relevant equitable considerations. With respect to the foregoing, the relative fault of the Indemnifying Party and Indemnitee shall be determined by reference to, among other things, whether the misstatement or alleged misstatement of a material fact or omission or alleged omission to state a material fact relates to Information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to Information and opportunity to correct or prevent such statement or omission.

(b) The Parties agree that it would not be just and equitable if contribution pursuant to this Section 10.7 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 10.7(a) . The amount paid or payable by an Indemnitee as a result of the Liabilities referred to in Section 10.7(a) shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such Indemnitee in connection with investigating any claim or defending any Action. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 10.8 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) Any Indemnifiable Loss subject to indemnification or contribution pursuant to this ARTICLE X including, for the avoidance of doubt, in respect of any Contingent Shared Liability, will be calculated (i) net of Insurance Proceeds that actually reduce the amount of the Indemnifiable Loss, (ii) net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“ Third Party Proceeds ”) and (iii) net of any tax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in the Tax Sharing Agreement, and increased in accordance with, and subject to, the principles set forth in the Tax Sharing Agreement. Accordingly, the amount that any Indemnifying Party is required to pay to any Indemnitee pursuant to this ARTICLE X will be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss (an “ Indemnity Payment ”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties acknowledge that the indemnification and contributions hereof do not relieve any insurer who would otherwise be obligated to pay any claim to pay such claim. In furtherance of the foregoing, the Indemnitee shall use commercially reasonable best efforts to seek to collect or recover any third-party Insurance Proceeds and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification pursuant to this ARTICLE X ; provided , that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Section 10.9 Additional Matters; Survival of Indemnities .

(a) The indemnity and contribution agreements contained in this ARTICLE X shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

(b) The rights and obligations of each Party and its respective Indemnitees under this ARTICLE X shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities.

(c) Each Party shall, and shall cause the members of its respective Group to, preserve and keep in their possession their Records relating to financial reporting, internal audit, employee benefits, past acquisition or disposition transactions, claims, demands, actions, and email files and backup tapes regarding any of the foregoing as such pertain to any period prior to the Distribution Date, whether in electronic form or otherwise, until the date on which such Records are no longer required to be retained pursuant to such Party’s applicable record retention policy and schedules as in effect immediately prior to the Distribution Date or as modified in good faith thereafter; provided , however , to the extent the Tax Sharing Agreement provides for a longer period of retention of Tax Records, such longer period as provided in the Tax Sharing Agreement shall control.

ARTICLE XI.

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 11.1 Provision of Corporate Records . Other than in circumstances in which indemnification is sought pursuant to ARTICLE X (in which event the provisions of such Article will govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Sharing Agreement will govern) and without limiting the applicable provisions of ARTICLE VII , and subject to appropriate restrictions for classified, privileged or confidential information:

(a) After the Effective Time, upon the prior written request by FinCo for specific and identified Information that relates to (i) FinCo or the conduct of the FinCo Business

up to the Distribution Date, or (ii) any Ancillary Agreement to which FAC and FinCo are parties, FAC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if FinCo has a reasonable need for such originals) in the possession or control of FAC or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of FinCo.

(b) After the Distribution Date, upon the prior written request by FAC for specific and identified Information which relates to (i) FAC or the conduct of the FAC Retained Business up to the Distribution Date, or (ii) any Ancillary Agreement to which FinCo and FAC are parties, FinCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if FAC has a reasonable need for such originals) in the possession or control of FinCo or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of FAC.

Section 11.2 Access to Information . Other than in circumstances in which indemnification is sought pursuant to ARTICLE X (in which event the provisions of such Article will govern) or for access with respect to tax matters (in which event the provisions of the Tax Sharing Agreement will govern) and without limiting the applicable provisions of ARTICLE VII , from and after the Effective Time, each of FAC and FinCo shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or Confidential Information, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to (a) such other Party or the conduct of its business prior to the Effective Time or (b) any Ancillary Agreement to which the Party requesting such access and the Party requested to grant such access are parties. Nothing in this Section 11.2 shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided , however , that in the event that a Party is required to disclose any such Information, such Party shall use commercially reasonable best efforts to seek to obtain such third party Consent to the disclosure of such Information.

Section 11.3 Witness Services . At all times from and after the Effective Time, each of FAC and FinCo shall use its commercially reasonable best efforts to make available to the others, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees, consultants and agents as witnesses to the extent that (a) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions between members of each Group) and (b) there is no conflict in the Action between the Parties. A Party providing a witness to the other Party under this Section 11.3 shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees that would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 11.4 Reimbursement; Other Matters . Except to the extent otherwise

contemplated by this Agreement (including pursuant to Section 7.3 ) or any Ancillary Agreement a Party providing Information or access to Information to the other Party under this ARTICLE XI shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Information or access to such Information.

Section 11.5 Confidentiality .

(a) Notwithstanding any termination of this Agreement, for a period of five (5) years from the Effective Time, the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, without the prior written consent of the other Party (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning the other Party; provided , that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information and are informed of their obligation to hold such Information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against the other Party, or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, Tax Returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which both Parties will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other Party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information.

(b) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar Information and (ii) confidentiality obligations provided for in any agreement between each Party or its Subsidiaries and their respective employees shall remain in full force and effect.

(c) Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the FinCo Business or the FAC Retained Business, as the case may be;

provided , that such use is not competitive in nature, and may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 11.5(a) . Such continued right to use may not be transferred (directly or indirectly) to any third party without the prior written consent of the applicable Party, except pursuant to Section 14.9 .

(d) Each Party acknowledges that it and the other members of its respective Group may have in their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while part of the FAC Group. Each of the Parties will hold, and will cause the other members of it respective Group and their respective representatives to hold, in strict confidence the confidential and proprietary Information of third parties to which it or any other member of its respective Group has access, in accordance with the terms of any agreements entered into prior to the Effective Time between one or more members of the FAC Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such third parties.

Section 11.6 Privileged Matters .

(a) Pre-Separation Services . The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the FAC Group and the FinCo Group, and that each of the members of the FAC Group and the FinCo Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges that may be asserted under applicable Law.

(b) Post-Separation Services . The Parties recognize that, following the Effective Time, legal and other professional services will be provided that will be rendered solely for the benefit of FAC or FinCo, as the case may be. With respect to such post-separation services, the Parties agree as follows:

(i) FAC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the FAC Retained Business, whether or not the privileged Information is in the possession of or under the control of FAC or FinCo. FAC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting FAC Retained Liabilities, now pending or that may be asserted in the future, in any lawsuits or other proceedings initiated against or by FAC, whether or not the privileged Information is in the possession of or under the control of FAC or FinCo; and

(ii) FinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the FinCo Business, whether or not the privileged Information is in the possession of or under the control of FAC or FinCo. FinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting FinCo Liabilities, now pending or that may be asserted in the future, in any lawsuits or other proceedings initiated against or by FinCo, whether or not the privileged Information is in the

possession of or under the control of FAC or FinCo.

(c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 11.6 , with respect to all privileges not allocated pursuant to the terms of Section 11.6(b) . All privileges relating to any claims, proceedings, litigation, disputes or other matters that involve both FAC and FinCo in respect of which both Parties retain any responsibility or Liability under this Agreement shall be subject to a shared privilege among them.

(d) Except as provided in Section 11.6(e) or Section 11.6(f) below, neither Party may waive any privilege that could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed or as. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other Party requesting such consent.

(e) In the event of any litigation or dispute between or among the Parties or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such Group has a shared privilege, without obtaining the consent of the other Party; provided , that such waiver of a shared privilege shall be effective only as to the use of Information with respect to the litigation or dispute between the Parties and/or the members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(f) If a dispute arises between the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of a Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for waiver by the other Party. Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(g) Upon receipt by a Party or by any Subsidiary thereof of any subpoena, discovery or other request that arguably calls for the production or disclosure of Information subject to a shared privilege or as to which the other Party has the sole right hereunder to assert a privilege, or if a Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that arguably calls for the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the Information and to assert any rights it or they may have under this Section 11.6 or otherwise to prevent the production or disclosure of such privileged Information.

(h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of FAC and FinCo as set forth in Section 11.5 and this Section 11.6 , to maintain the confidentiality of privileged Information and to assert and maintain all applicable privileges. The access to Information being granted pursuant to Section 7.3 , Section 10.5 , Section 11.1 and Section 11.2 hereof, the agreement to provide witnesses and individuals

pursuant to Section 7.3 , Section 10.5 , and Section 11.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 7.3 and Section 10.5 hereof, and the transfer of privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(i) Notwithstanding any provision to the contrary in this Section 11.6 , the Audit Management Party (as defined in the Tax Sharing Agreement) shall have the authority to disclose or not disclose, in its sole discretion, any and all privileged Information to (i) any Taxing Authority (as defined in the Tax Sharing Agreement) conducting a Tax Contest or (ii) to third parties in connection with the defense of a Tax Contest, including, expert witnesses, accountants and other advisors, potential witnesses and other parties whose assistance is deemed, in the sole discretion of the Audit Management Party, to be necessary or beneficial to representing the interests of the Parties hereunder.

Section 11.7 Ownership of Information . Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this ARTICLE XI shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or any other rights in any such Information.

Section 11.8 Other Agreements . The rights and obligations granted under this ARTICLE XI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE XII.

DISPUTE RESOLUTION

Section 12.1 Negotiation Period .

(a) In the event of a controversy, dispute or claim arising out of, in connection with or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any Contract relating to the use or lease of real property if any third party is a necessary party to such controversy, dispute or claim) (collectively, “ Agreement Disputes ”), the general counsels and chief financial officers of each Party and such other executive officers as each Party invites shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided , that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed thirty (30) days from the time of receipt by a Party of written notice of such Agreement Dispute (“ Dispute Notice ”). If the general counsels, chief financial officers and such other invited executive officers are unable to resolve the Agreement Dispute within such time frame, the general counsels, chief financial officers and chief executive officers of each Party shall negotiate for an additional period not to exceed fifteen (15) days; provided , however , that in the event of any arbitration in accordance

with Section 12.2 hereof, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline, under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates, occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

(b) Notwithstanding the foregoing, in the event an Agreement Dispute arises from a matter governed by the Litigation Management Agreement, the general counsels of each Party shall first negotiate on their own for a period of time not to exceed thirty (30) days from the time of receipt by a Party of a Dispute Notice. If the general counsels are unable resolve such Agreement Dispute within the thirty (30) day time frame, then negotiations will commence pursuant to the process set forth in Section 12.1(a) .

Section 12.2 Arbitration . Subject to Section 12.8 , if the Agreement Dispute has not been resolved for any reason after the negotiation period, such Agreement Dispute shall be determined, at the request of any Party, by arbitration conducted in Orange County, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, except as modified herein (the “ Rules ”). Each Party shall submit a list of three (3) proposed arbitrators to the other Party and the Parties shall negotiate to appoint a mutually agreed upon arbitrator within thirty (30) days. If an arbitrator is not timely appointed by the Parties under this Section 12.2 , the arbitrator shall be appointed by JAMS in accordance with the listing, ranking and striking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this ARTICLE XII shall be determined by the arbitrator. In resolving any Agreement Dispute, the Parties intend that the arbitrator shall apply the substantive Laws of the State of California, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group, to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award in any court of competent jurisdiction, including any federal or state court in California. The arbitrator shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages in accordance with Section 12.3 , specific performance and all other forms of legal and equitable relief; provided , however , the arbitrator shall not be entitled to award punitive, exemplary, treble or any other form of non-compensatory damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim). Notwithstanding the foregoing, nothing in this Section 12.2 shall be deemed to preclude a Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Section 12.3 Arbitration with Respect to Monetary Damages . Subject to Section 12.8 , in the event the Agreement Dispute involves (a) valuation of a Liability under (i) this Agreement, (ii) any Ancillary Agreement or (iii) any other agreement entered into by the Parties pursuant to this Agreement or any Ancillary Agreement, (b) an amount in controversy in an Agreement

Dispute or (c) an amount of damages following a determination of Liability, the arbitration shall proceed in the following manner: Each Party shall submit to the arbitrator and exchange with each other, on a schedule to be determined by the arbitrator, a proposed valuation, amount or damages, as the case may be, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such Party’s explanation as to why its proposal is reasonable and appropriate. The arbitrator, within fifteen (15) days of receiving such proposals and supporting documents, shall choose between the proposals and shall be limited to awarding only one of the proposals submitted.

Section 12.4 Arbitration Period . Any arbitration proceeding shall be concluded in a maximum of six (6) months from the commencement of the arbitration. The parties involved in the proceeding may agree in writing to extend the arbitration period if necessary to appropriately resolve the Agreement Dispute.

Section 12.5 Treatment of Negotiations and Arbitration . Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the Parties or permitted by this Agreement, the Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to any negotiation, conference, arbitration, discussion or arbitration award pursuant to this ARTICLE XII and all such matters shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided , that such matters may be disclosed (a) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (b) to the extent otherwise required by Law or stock exchange rule. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable, shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. Nothing contained herein is intended to or shall be construed to prevent a Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect.

Section 12.6 Continuity of Service and Performance . Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this ARTICLE XII with respect to all matters not subject to such dispute resolution.

Section 12.7 Consolidation . The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the parties entered into pursuant hereto, as the case may be, if the subject of the Agreement Disputes thereunder arise out of or relate essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

Section 12.8 Exception to Arbitration . Notwithstanding anything in this ARTICLE XII

to the contrary, in the event that the matters described on Schedule 12.8 (Exceptions to Arbitration) have been fully and finally completed, including the exhaustion of all appeals, if the Agreement Dispute has not been resolved for any reason after the negotiation period, such Agreement Dispute may be subject to litigation in accordance with Section 14.19 and Section 14.21 .

ARTICLE XIII.

INSURANCE

Section 13.1 Policies and Rights Included Within Assets . The FinCo Assets shall include (a) any and all rights of an insured Party under each of the FinCo Shared Policies, subject to the terms of such FinCo Shared Policies and any limitations or obligations of FinCo contemplated by this ARTICLE XIII , specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses that occurred or are alleged by any Party to have occurred, in whole or in part, prior to the Distribution Date in connection with the conduct of the FinCo Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Distribution Date or, to the extent any claim is made against FinCo or any of its Subsidiaries, the conduct of the FAC Retained Business, and that actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such FinCo Shared Policies; provided , however , that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such FinCo Shared Policies to FinCo, and (b) the FinCo Policies.

Section 13.2 [Reserved]

Section 13.3 [Reserved]

Section 13.4 Administration; Other Matters .

(a) Administration . Unless otherwise provided in writing between the Parties, from and after the Effective Time, FAC shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to Contingent Shared Liabilities, FAC Retained Liabilities and FinCo Liabilities; provided , that FinCo shall be responsible for all such Insurance Administration and Claims Administration when the relevant aspects of such Shared Policies relate exclusively to the FinCo Business or a member of the FinCo Group; provided further , that the retention of such responsibilities by FAC is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement and; provided further , that FAC’s retention of the administrative responsibilities for the Shared Policies shall not relieve FinCo of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of FinCo’s authority to settle any such Insured Claim within any period or amount permitted or required by the relevant Policy. FAC may discharge its administrative responsibilities under this Section 13.4 by contracting for the provision of services by independent parties. Each Party shall pay

any costs relating to defending its respective Insured Claims under Shared Policies to the extent such costs, including defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of FAC related to Claims Administration and Insurance Administration, are not covered under such Policies. Each Party shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies.

(b) Allocation of Insurance Proceeds . Unless otherwise provided in writing between the Parties, Insurance Proceeds received with respect to suits, occurrences, claims, costs and expenses covered under the Shared Policies shall be paid to FAC with respect to FAC Retained Liabilities and to FinCo with respect to FinCo Liabilities. In the event that the aggregate limits on any Shared Policies are exhausted by the payment of Insured Claims by the Parties, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total insured claim or claims that were covered under such Shared Policy (their “ Allocable Portion of Insurance Proceeds ”), and any Party that has received Insurance Proceeds in excess of such Party’s Allocable Portion of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its Allocable Portion of Insurance Proceeds. Each of the Parties agrees to use commercially reasonable best efforts to maximize available coverage under those Shared Policies applicable to it for the benefit of both Parties, and to take all commercially reasonable steps to recover from all other responsible parties (except the Parties) in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

(c) Allocation of Aggregate Deductibles . In the event that both Parties have insured claims under any Shared Policy for which an aggregate deductible is payable, the Parties agree that the aggregate amount of the total deductible paid shall be borne by the Parties in the same proportion that the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “ Allocable Share of the Deductible ”), and if either Party has paid more than its Allocable Share of the Deductible such Party shall be entitled to receive from the other Party an appropriate amount such that each Party will only have to bear its Allocable Share of the Deductible.

Section 13.5 Agreement for Waiver of Conflict and Shared Defense . In the event that Insured Claims of both Parties exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this ARTICLE XIII shall be construed to limit or otherwise alter in any way the obligations of the Parties to this Agreement, including those created by this Agreement, by operation of Law or otherwise.

Section 13.6 Cooperation . The Parties agree to use their commercially reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Agreement.

Section 13.7 Certain Matters Relating to FAC’s Organizational Documents . For a period of six (6) years from the Distribution Date, FAC’s Articles of Incorporation, as amended, and Bylaws, as amended, shall contain provisions no less favorable with respect to

indemnification than are set forth in FAC’s Articles of Incorporation and Bylaws immediately after the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Distribution Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of any member of the FAC Group or the FinCo Group, unless such modification shall be (a) pursuant to the reincorporation of FAC as a Delaware corporation or (b) required by Law (and then only to the minimum extent required by Law).

ARTICLE XIV.

MISCELLANEOUS

Section 14.1 Complete Agreement; Construction . This Agreement, including the Exhibits and Schedules hereto, and the Ancillary Agreements and any side agreement the Parties may enter into regarding insurance, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control; provided , that with respect to any Conveyancing and Assumption Instrument, this Agreement shall control unless specifically stated otherwise in such Conveyancing and Assumption Instrument. Except as expressly set forth in this Agreement or any Ancillary Agreement: (a) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Sharing Agreement; and (b) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Sharing Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Sharing Agreement shall govern; provided , however , that the Parties’ rights and obligations with respect to the Purchase Right set forth in ARTICLE IX shall be governed solely by ARTICLE IX and not by the Tax Sharing Agreement.

Section 14.2 Ancillary Agreements . This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 14.3 Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each Party and delivered to the other Party.

Section 14.4 Survival of Agreements . Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 14.5 Expenses . Except as otherwise provided (a) in this Agreement (including with respect to Specified Shared Expenses, responsibility for which is allocated pursuant to

Section 5.4 ), or (b) in any Ancillary Agreement, the Parties agree that all other expenses shall (i) to the extent incurred and payable prior to the Distribution Date, be paid by FAC and (ii) to the extent any such Expenses arise and are payable by any Party following the Distribution Date, be paid by such Party. Notwithstanding the foregoing, each Party shall be responsible for (and reimburse the other Party to the extent such Party has paid such costs and expenses on behalf of the responsible Party), its own internal fees, costs and expenses (e.g., salaries of personnel working in its respective Business) incurred in connection with the Plan of Separation.

Section 14.6 Notices . All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 14.6 ):

To FAC:

4 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Facsimile: (714) 250-6917

To FinCo:

1 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Facsimile: (714) 250-3325

Section 14.7 Waivers and Consents . The failure of either Party to require strict performance by the other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof. Any consent required or permitted to be given by either Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent.

Section 14.8 Amendments . Subject to the terms of Section 14.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by a duly authorized representative of each of the Parties.

Section 14.9 Assignment . Except as otherwise provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by either Party, without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided , that a Party may assign this Agreement in connection with a merger transaction in which such Party is not the surviving entity or in connection with the sale by such Party of all or substantially all of its Assets; provided , further , that the surviving entity of such merger or the transferee of such

Assets shall agree in writing, in form reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto.

Section 14.10 Successors and Assigns . The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 14.11 Certain Termination and Amendment Rights . This Agreement (including ARTICLE X hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution Date by and in the sole discretion of FAC without the approval of FinCo or the shareholders of FAC. In the event of such termination, neither Party shall have any liability of any kind to the other Party or any other Person. After the Distribution Date, this Agreement may not be terminated or amended except by an agreement in writing signed by FAC and FinCo.

Notwithstanding the foregoing, ARTICLE X shall not be terminated or amended after the Effective Time in a manner adverse to the third party beneficiaries thereof without the Consent of any such Person.

Section 14.12 Payment Terms .

(a) Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within thirty (30) days after presentation of an invoice or a written demand therefor setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as expressly provided to the contrary in this Agreement (including with respect to certain default payments described in Section 7.6 ) or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within thirty (30) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate plus four percent (4%) (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

Section 14.13 No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of a Party to successfully pursue indemnification, contribution or payment pursuant to ARTICLE VII and ARTICLE X ).

Section 14.14 Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such

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Party on and after the Distribution Date.

Section 14.15 Third Party Beneficiaries . Except (a) as provided in ARTICLE X relating to Indemnitees and for the release under Section 10.1 of any Person provided therein, (b) as provided in Section 13.7 relating to the directors, officers, employees, fiduciaries or agents provided therein and (c) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 14.16 Title and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 14.17 Exhibits and Schedules . The Exhibits and Schedules hereto shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 14.18 Governing Law . This Agreement shall be governed by and construed in accordance with the internal Laws of the State of California, without regard to the conflict of laws principles thereof.

Section 14.19 Consent to Jurisdiction . Subject to the provisions of ARTICLE X hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the state courts of California, or (b) the United States District Court for the Central District of California (the “ California Courts ”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with ARTICLE XII or to prevent irreparable harm, and to the non-exclusive jurisdiction of the California Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the California Courts with respect to any matters to which it has submitted to jurisdiction in this Section 14.19 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the California Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 14.20 Specific Performance . The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 14.21 Waiver of Jury Trial . EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO

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A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.21 .

Section 14.22 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 14.23 Force Majeure. No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other Party of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

Section 14.24 Interpretation . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 14.25 No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 3.4 ; Section 7.3 ; Section 8.2 ; Section 10.3 ; and Section 10.4 ).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


THE FIRST AMERICAN CORPORATION

By:		/s/ Anand Nallathambi
Name:		Anand Nallathambi
Title:		Executive Vice President

FIRST AMERICAN FINANCIAL CORPORATION

By:		/s/ Dennis J. Gilmore
Name:		Dennis J. Gilmore
Title:		Chief Executive Officer

Acknowledged and Agreed with Respect to Article IX:


FIRST AMERICAN CORELOGIC, INC.

By:		/s/ Stergios Theologides
Name:		Stergios Theologides
Title:		Senior Vice President

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Exhibit 10.2

TAX SHARING AGREEMENT

by and between

THE FIRST AMERICAN CORPORATION

and

FIRST AMERICAN FINANCIAL CORPORATION

Dated as of June 1, 2010

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “ Agreement ”), dated as of June 1, 2010, by and among The First American Corporation, a California corporation (“ Parent ”) and First American Financial Corporation, a Delaware corporation (“ Spinco ”). Each of Parent and Spinco is sometimes referred to herein as a “ Party ” and collectively, as the “ Parties .”

W I T N E S S E T H

WHEREAS, the Parties have entered into a Separation and Distribution Agreement, dated as of June 1, 2010 (the “ Separation Agreement ”), providing for the separation of the Parent Group from the Spinco Group (the “ Separation ”);

WHEREAS, pursuant to the terms of the Separation Agreement, Parent and its subsidiaries will consummate a series of internal restructuring steps (the “ Internal Restructuring Steps ”) and will distribute all of the outstanding shares of Spinco (pro rata) to the record holders of Parent’s common stock (the “ Spin-Off ”);

WHEREAS, for U.S. federal income tax purposes, it is intended that the Contribution and Distribution (as defined herein) shall qualify as a tax-free transaction under Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, at the close of business on the Distribution Date, the taxable year of Spinco shall close for U.S. federal income tax purposes; and

WHEREAS, the Parties wish to provide for the payment of Income Taxes and Other Taxes and entitlement to Refunds thereof, allocate responsibility and provide for cooperation in connection with the filing of returns in respect of Income Taxes and Other Taxes, and provide for certain other matters relating to Income Taxes and Other Taxes.

NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:

1. Definitions . Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Separation Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Acting Party ” shall have the meaning set forth in Section 4(f)(iii).

“ Actually Realized ” or “ Actually Realizes ” shall mean, for purposes of determining the timing of the incurrence of any Tax Liability or the realization of a Refund (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid (or Refund received) by such Person is increased above (or reduced below) the amount of Income Taxes or Other Taxes that such

Person would have been required to pay (or Refund that such Person would have received) but for such payment, transaction, occurrence or event.

“ Additional Restructuring Tax Liabilities ” shall mean, with respect to any Taxing Jurisdiction, the sum of (a) any increase in Restructuring Tax Liabilities (or reduction in a Refund as a result of an increase in such liabilities) Actually Realized attributable to any Determination, (b) any interest on any amounts set forth in clause (a) calculated pursuant to such Taxing Jurisdiction’s laws regarding interest on Tax liabilities actually paid to such Taxing Jurisdiction for the period from the date such additional Tax Liability was recognized until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been received on the foregone portion of the Refund but for the increase in a Tax Liability due to an adjustment in any item of income or loss resulting from any Taxable Internal Restructuring Step), and (c) any penalties or additions of Tax actually paid to such Taxing Jurisdiction with respect to amounts set forth in clause (a).

“ Additional Spinco Consolidated Tax Liability ” shall mean any increase in Spinco Consolidated Tax Liability (or reduction in Refund as a result of an increase in such liabilities) Actually Realized attributable to a Determination, provided that for the tax year ended December 31, 2009, the Additional Spinco Consolidated Tax Liability shall be equal to 100% of such Tax Liabilities (rather than 75% as set forth in the definition of SpinCo Consolidated Tax Liability). For purposes of any such increase with respect to a Combined Return, the determination of the Tax Liability (or reduction in Refund) Actually Realized that is attributable to Spinco Items that become due as a result of a Determination shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (i) the Tax Liability (or the amount of Refund) Actually Realized as a result of a Determination, over (ii) the Tax Liability (or the amount of Refund) Actually Realized as a result of a Determination if the Determination were recalculated excluding the Spinco Items. Additional Spinco Consolidated Tax Liability shall include (x) any interest on any amounts set forth in the preceding sentence calculated pursuant to such Taxing Jurisdiction’s laws regarding interest on Tax liabilities actually paid to such Taxing Jurisdiction for the period from the date such additional Tax Liability was recognized until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been received on the foregone portion of the Refund but for the increase in a Tax Liability due to an adjustment giving rise to additional tax liability under the preceding sentence), and (y) any penalties or additions of Tax actually paid to such Taxing Jurisdiction with respect to the amounts set forth in the preceding sentence.

“ Aggregate Spin-Off Tax Liabilities ” shall mean the sum of the Spin-Off Tax Liabilities with respect to each Taxing Jurisdiction.

“ Aggregate Restructuring Tax Liabilities ” shall mean the sum of the Additional Restructuring Tax Liabilities with respect to each Taxing Jurisdiction.

“ Appraised Value ” shall mean the appraised value of an asset as determined by Globalview Advisors (or other firm as mutually agreed upon by the Parties) promptly following the date hereof.

“ Breaching Party ” shall have the meaning set forth in Section 8(c).

“ Business Day ” shall mean any day other than a Saturday, a Sunday, or day on which banking institutions located in the State of New York are authorized or obligated by law or executive order to close.

“ Carryback ” shall mean the carryback of a Tax Attribute (including, without limitation, a net operating loss, a net capital loss or a tax credit) by a member of the Spinco Group from a Post-Distribution Taxable Period to a Pre-Distribution Taxable Period during which the member of the Spinco Group was included in a Combined Return filed for such Pre-Distribution Taxable Period.

“ Carryback Income Tax Benefit ” shall mean, with respect to the effect of any Carryback on the Income Tax Liability of Parent or the Parent Group for any Taxable Period, the excess of (a) the hypothetical Income Tax Liability of Parent or the Parent Group for such taxable period, calculated as if such Carryback had not been utilized but with all other facts unchanged over (b) the actual Income Tax Liability of the Parent or the members of Parent Group for such taxable period, calculated taking into account such Carryback (and treating any Refund as a negative Income Tax Liability for purposes of such calculation).

“ Cash Acquisition Merger ” shall mean a merger of a newly-formed Subsidiary of Parent or Spinco (as applicable) with a corporation, limited liability company, limited partnership, general partnership or joint venture (in each case, not previously owned directly or indirectly by such Parent or Spinco, as applicable) pursuant to which Parent or Spinco (as applicable) acquires such corporation, limited liability company, limited partnership, general partnership or joint venture solely for cash and no Equity Securities of Parent (or any Subsidiary of Parent) or Spinco (or any Subsidiary of Spinco) are issued, sold, redeemed or acquired, directly or indirectly.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Combined Return ” shall mean a consolidated, combined or unitary Income Tax Return or Other Tax Return that includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the Spinco Group.

“ Compensatory Equity Interests ” shall have the meaning set forth in Section 11(a).

“ Contribution ” shall mean those certain capital contributions to SpinCo by Parent and those certain capital contributions to Parent by Spinco made in connection with the Separation and Distribution.

“ Controlling Party ” shall have the meaning set forth in Section 6(d).

“ CoreLogic Purchase Agreement ” shall mean that Purchase Agreement dated March 29, 2010 by and among C&S Holdings, L.P., TA IX, L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P., The First American Corporation, First American Real Information Services, Inc. and First American CoreLogic Holdings Inc.

“ Determination ” shall mean a settlement, Final Determination, judgment, assessment, proposed adjustment or other determination.

“ Distribution ” shall mean the distribution by Parent of all the common stock of Spinco pro rata to holders of Parent Common Stock.

“ Distribution Date ” shall mean the date on which the Distribution of Spinco is completed.

“ Distribution-Related Proceeding ” shall mean any Proceeding in which the IRS, another Tax Authority or any other Party asserts a position that could reasonably be expected to adversely affect the Tax Free Status of any of the Distribution-Related Transactions or that could reasonably be expected to give rise to Additional Restructuring Tax Liabilities.

“ Distribution-Related Transactions ” shall mean the Contribution together with the Tax-Free Internal Restructuring Steps and the Distribution.

“ Employing Party ” shall have the meaning set forth in Section 11(a) hereof.

“ Equity Securities ” shall mean any stock or other securities treated as equity for U.S. federal income tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ Fifty-Percent or Greater Interest ” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” shall mean the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of any other Taxing Jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of any other Taxing Jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the Taxing Jurisdiction imposing such Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the Parties.

“ Group ” shall mean the Parent Group or the Spinco Group, as applicable.

“ Income Taxes ” (a) shall mean (i) any federal, state, local or foreign tax, including estimated taxes, charge, fee, impost, levy or other assessment that is based upon,

measured by, or calculated with respect to (A) net income or profits (including, but not limited to, any capital gains, gross receipts, or minimum tax, and any tax on items of tax preference, but not including sales, use, value added, goods and services, real property gains, real or personal property, transfer or similar taxes), (B) multiple bases (including, but not limited to, corporate franchise, doing business or occupation taxes), if one or more of the bases upon which such tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (a)(i)(A) of this definition, or (C) any net worth, franchise or similar tax, in each case together with (ii) any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority with respect thereto and (b) shall include any transferee or successor liability in respect of an amount described in clause (a) of this definition.

“ Income Tax Return ” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Income Taxes.

“ Indemnified Party ” shall mean any Person seeking indemnification pursuant to the provisions of this Agreement.

“ Indemnifying Party ” shall mean any Party from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

“ Injured Party ” shall have the meaning set forth in Section 8(c) hereof.

“ Internal Restructuring Steps ” shall mean the steps set forth in the step plan attached hereto as Schedule A, other than Slides 22 (The Controlled 2 Contribution) and 24(a) (The Controlled 2 Distribution).

“ IRS ” shall mean the Internal Revenue Service.

“ IRS Ruling ” shall mean any private letter ruling issued by the IRS in connection with any of the Distribution-Related Transactions or Taxable Internal Restructuring Steps.

“ IRS Ruling Documents ” shall mean the request for a private letter ruling submitted by Parent to the IRS on January 21, 2010, together with the appendices and exhibits thereto, and any supplemental filings or other materials subsequently submitted to the IRS in connection with the Distribution-Related Transactions.

“ Liable Party ” shall have the meaning set forth in Section 6(d).

“ Losses ” shall mean any and all losses, liabilities, claims, damages, obligations, payments, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including, without limitation, the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions).

“ Notified Party ” shall have the meaning set forth in Section 4(f)(iii).

“ Other Party ” shall have the meaning set forth in Section 2(f).

“ Other Tax Returns ” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Other Taxes.

“ Other Taxes ” shall mean any federal, state, local or foreign taxes, including estimated taxes, charges, fees, imposts, levies or other assessments of any nature whatsoever, and without limiting the generality of the foregoing, shall include superfund, sales, use, ad valorem, value added, good and services, occupancy, transfer, real property transfer, intangible, recording, registration, documentary, stamp or similar Taxes, withholding, payroll, employment, excise, occupation, premium or property taxes (in each case, together with any related interest, penalties and additions to tax, or additional amounts imposed by any Tax Authority thereon); provided, however, that Other Taxes shall not include any Income Taxes.

“ Parent Businesses ” shall mean each trade or business actively conducted (within the meaning of Section 355(b) of the Code) by Parent or any member of the Parent Group immediately after the Distribution of Spinco, as set forth in the IRS Ruling Documents and the Tax Opinion Documents.

“ Parent Consolidated Group ” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code without regard to the exclusions in Section 1504(b)(1) through (8)) of which Parent is the common parent (and any predecessor or successor to such affiliated group).

“ Parent Group ” shall mean (a) Parent and each Person that is a direct or indirect Subsidiary of Parent (including any Subsidiary of Parent that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the Distributions after giving effect to the Distribution-Related Transactions, (b) any corporation (or other Person) that shall have merged or liquidated into Parent or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Parent Income Tax Benefit ” shall mean, with respect to the effect of any Parent Item on the Income Tax Liability of Spinco or the Spinco Group for any Taxable Period (including Taxes for which Spinco is liable under this Agreement), the excess of (a) the hypothetical Income Tax Liability of Spinco or the Spinco Group for such taxable period, calculated as if such item had not been utilized but with all other facts unchanged over (b) the actual Income Tax Liability of Spinco or the members of the Spinco Group for such taxable period, calculated taking into account such item (and treating any Refund as a negative Income Tax Liability for purposes of such calculation).

“ Parent Items ” shall mean any item of income, gain, loss, deduction or credit attributable to the members of the Parent Group or the assets, liabilities, and businesses of the Parent Group.

“ Parent Restructuring Tax Liability ” shall mean fifty percent (50%) of any Restructuring Tax Liabilities.

“ Parent Separate Return ” shall mean any Separate Return required to be filed by Parent or any member of the Parent Group.

“ Party ” or “ Parties ” shall have the meaning set forth in the recitals to this Agreement.

“ Payment Due Date ” shall have the meaning set forth in Section 3(d).

“ Permitted Transaction ” shall mean any transaction that satisfies the requirements of Section 4(c).

“ Person ” shall mean any individual, partnership, joint venture, limited liability company, corporation, association, joint stock company, trust, unincorporated organization or similar entity or a governmental authority or any department or agency or other unit thereof.

“ Post-Distribution Taxable Period ” shall mean, with respect to Spinco and its Subsidiaries, a taxable period that begins after the Distribution Date.

“ Pre-Distribution Taxable Period ” shall mean, with respect to Spinco and its Subsidiaries, a taxable period that ends on or before the Distribution Date.

“ Preparing Party ” shall have the meaning set forth in Section 2(f).

“ Proceeding ” shall mean any audit or other examination, or judicial or administrative proceeding relating to liability for, or Refunds or adjustments with respect to, Taxes.

“ Refund ” shall mean any refund of Taxes, including any reduction in Tax Liabilities by means of a credit, offset or otherwise.

“ Relying Party ” shall have the meaning set forth in Section 8(d) hereof.

“ Representative ” shall mean with respect to a Person, such Person’s officers, directors, employees and other authorized agents.

“ Requesting Party ” shall have the meaning set forth in Section 4(c)(ii).

“ Responsible Party ” shall have the meaning set forth in Section 3(d).

“ Restriction Period ” shall mean the period beginning on the Distribution Date and ending on the twenty five (25) month anniversary thereof.

“ Restructuring Tax Liabilities ” shall mean the sum of (i) any Taxes reflected on a Tax Return as filed of Parent or any entity that is or was a direct or indirect Subsidiary of Parent prior to the Distribution resulting from any Taxable Internal Restructuring Step, (ii) any Taxes resulting from any deferred intercompany gain or excess loss account created as a result of any Internal Restructuring Step and triggered as a result of the Distribution, as set forth in Section 2(e) and (iii) any Other Taxes reflected on any Tax Return as filed resulting from the

Distribution-Related Transactions. The Parties have agreed that, for purposes of reporting any Taxable Internal Restructuring Step in any Tax Return, the Parties shall use the valuations set forth in Schedule B, and determine the tax basis in accordance with the provisions set forth in Schedule B-1, for those certain assets involved in such Taxable Internal Restructuring Steps. For the sake of clarity, Restructuring Tax Liabilities shall not include (i) any additional Taxes arising from a potential revaluation of property for property Tax purposes that has a recurring impact on the Tax obligation of the Parties for future Tax years or other similar Taxes, (ii) any Taxes resulting from the subsequent disposition of any assets held by either Party immediately after the Spin-Off (including, but not limited to, a disposition of by Spinco and First American Title Insurance Company of the stock of Parent held by them as of the Distribution Date), (iii) any Taxes resulting from the merger of The First American Corporation with and into CoreLogic, Inc., as set forth in Slide 25 (The Merger) of the step plan attached hereto as Schedule A and (iv) any Tax imposed on interest arising from the issuance (if any) of a promissory note by Parent to First American Title Insurance Company, or by First American Title Insurance Company to Parent, pursuant to the terms of the Purchase Agreement between Parent and First American Title Insurance Company, dated June 1, 2010.

“ Separate Return ” shall mean (a) in the case of any Tax Return required to be filed by any member of the Spinco Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return required to be filed by any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Spinco Group.

“ Separation Agreement ” shall have the meaning set forth in the recitals of this Agreement.

“ Spinco Business ” shall mean each trade or business actively conducted (within the meaning of Section 355(b) of the Code) by Spinco or any member of the Spinco Group immediately after the Distribution of Spinco, as set forth in the IRS Ruling Documents and the Tax Opinion Documents.

“ Spinco Consolidated Group ” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code without regard to exclusions in Section 1504(b)(1) through (8)) of which Spinco is the common parent, determined immediately after the Spin-Off (and any predecessor or successor to such affiliated group other than the Parent Consolidated Group).

“ Spinco Consolidated Tax Liability ” shall mean (a) with respect to any period other than the period ended December 31, 2009, any Tax Liability (or reduction in Refund) Actually Realized reflected on a Combined Return as filed that is attributable to Spinco Items and (b) with respect to the period ended December 31, 2009, seventy-five percent (75%) of any Tax Liability (or one-hundred (100%) of any reduction in Refund) Actually Realized reflected on a Combined Return as filed that is attributable to Spinco Items; provided, however, that Spinco Consolidated Tax Liability shall not include any Restructuring Tax Liabilities, Additional Restructuring Tax Liabilities or Spin-Off Tax Liabilities. For purposes of clauses (a) and (b) hereof, the determination of the Tax Liability (or reduction in Refund) Actually Realized that is

attributable to Spinco Items for a given Tax Return shall be calculated on a “with and without basis,” by calculating the amount of the excess (if any) of (i) the Tax Liability (or Refund amount) Actually Realized as shown on such Tax Return as filed, over (ii) the Tax Liability (or Refund amount) Actually Realized that would have been shown on such Tax Return if such Tax Return was prepared by excluding the Spinco Items.

“ Spinco Group ” shall mean, for any taxable period, (a) Spinco and each Person that is a direct or indirect Subsidiary of Spinco (including any Subsidiary of Spinco that is disregarded for U.S. federal Income Tax purposes (or for purposes of any State, local, or foreign tax law)) immediately after the Spin-Off after giving effect to the Distribution-Related Transactions, (b) any corporation (or other Person) that has merged or liquidated into Spinco or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Spinco Income Tax Benefit ” shall mean, with respect to the effect of any Spinco Item on the Income Tax Liability of Parent or the Parent Group for any Taxable Period (including Taxes for which Parent is liable under this Agreement), the excess of (a) the hypothetical Income Tax Liability of Parent or the Parent Group for such taxable period, calculated as if such item had not been utilized but with all other facts unchanged over (b) the actual Income Tax Liability of the Parent or the members of Parent Group for such taxable period, calculated taking into account such item (and treating any Refund as a negative Income Tax Liability for purposes of such calculation).

“ Spinco Items ” shall mean any item of income, gain, loss, deduction or credit attributable to the members of the Spinco Group or the assets, liabilities, and businesses of the Spinco Group.

“ Spinco Restructuring Tax Liability ” shall mean fifty percent (50%) of any Restructuring Tax Liabilities.

“ Spinco Separate Return ” shall mean any Separate Return required to be filed by Spinco or any member of the Spinco Group, including, without limitation, (a) any consolidated federal Income Tax Returns of the Spinco Consolidated Group required to be filed with respect to a Post-Distribution Taxable Period and (b) any consolidated federal Income Tax Returns for any group of which any member of the Spinco Group was the common parent.

“ Spin-Off Tax Liabilities ” shall mean, with respect to any Taxing Jurisdiction, the sum of (a) any increase in a Tax Liability (or reduction in a Refund) Actually Realized as a result of any corporate-level gain or income recognized with respect to the failure of any of the Distribution-Related Transactions to qualify for Tax-Free Status under the Income Tax laws of such Taxing Jurisdiction pursuant to any Determination, (b) any interest on any amounts set forth in clause (a) calculated pursuant to such Taxing Jurisdiction’s laws regarding interest on Tax liabilities actually paid to such Taxing Jurisdiction for the period from the date such additional Tax Liability was recognized until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been received on the foregone portion of the Refund but for the failure of any of the Distribution-Related Transactions to qualify for Tax-Free Status), and (c) any penalties or additions of Tax

actually paid to such Taxing Jurisdiction with respect to amounts set forth in clause (a). For the sake of clarity, Spin-Off Tax Liabilities shall not include any Tax imposed on interest arising from the issuance (if any) of a promissory note by Parent to Spinco, or by Spinco to Parent, pursuant to the terms of the Contribution and Transfer Agreement between Parent and Spinco, dated June 1, 2010.

“ Supplying Party ” shall have the meaning set forth in Section 8(d) hereof.

“ Tax Attribute ” shall mean a consolidated, combined or unitary net operating loss, net capital loss, unused investment credit, unused foreign tax credit, or excess charitable contribution (as such terms are used in Treasury Regulations 1.1502-79 and 1.1502-79A or comparable provisions of foreign, state or local tax law), or a minimum tax credit or general business credit, earnings and profits, overall foreign losses, previously taxed income, separate limitation losses and all other Tax attributes.

“ Tax Authority ” shall mean a governmental authority (foreign or domestic) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, without limitation, the IRS).

“ Tax Benefits ” shall have the meaning set forth in Section 3(a) hereof.

“ Tax Counsel ” shall mean tax counsel or an accounting firm of recognized national standing that is mutually acceptable to Parent and SpinCo.

“ Taxable Internal Restructuring Steps ” means any Internal Restructuring Steps set out in Slides 3 (The ADEC Distribution and Contribution), 10 (The FAIP (IN) Contribution), 12 (The FAREISI LLC Conversion) but only to the extent such step results in California state income Tax resulting from the recognition of the Deferred Intercompany Stock Account, 13 (The First FAIP (IN) Stock Distribution) but only to the extent that such step results in tax imposed by India on Data Tree LLC as a result of the distribution, 17 (The FAHM (MU) Contribution) and 18 (The Distributing 1 Taxable Purchase) of Schedule A.

“ Taxes ” shall mean Income Taxes and Other Taxes.

“ Tax-Free Internal Restructuring Steps ” means any Internal Restructuring Step that is not a Taxable Internal Restructuring Step.

“ Tax-Free Status ” shall mean the qualification of any of the Distribution-Related Transactions, as the case may be, (a) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code (or, in the case of the Tax-Free Internal Restructuring Steps, the qualification of such steps as one or more transactions that are generally tax-free for federal income tax purposes pursuant to Section 351, Section 355, Section 368(a), Section 332 Section 337, and Section 731 or otherwise), (b) as transactions in which the stock of Spinco distributed by Parent thereby and stock of CoreLogic Holdings II, Inc. distributed by First American Title Insurance Company is, in each case, “qualified property” for purposes of Section 361(c) of the Code, and (c) as transactions in which Parent, the members of the Parent Group, SpinCo and the

members of the SpinCo Group recognize no income or gain, other than intercompany items or excess loss accounts required to be taken into account pursuant to Treasury Regulations promulgated under Section 1502 of the Code (or comparable provisions of foreign, state or local tax law).

“ Taxing Jurisdiction ” shall mean the United States and every other government (foreign or domestic) or governmental unit having jurisdiction to tax either of the Parties or any of their respective Affiliates.

“ Tax Liabilities ” shall mean any liabilities for Taxes.

“ Tax Opinions ” shall mean the tax opinions issued by Tax Counsel in connection with the Distribution-Related Transactions.

“ Tax Opinion Documents ” shall mean the Tax Opinions and the information and representations provided by, or on behalf of, the Parties to Tax Counsel in connection therewith.

“ Tax-Related Losses ” shall mean:

(a) the Aggregate Spin-Off Tax Liabilities,

(b) the Aggregate Restructuring Tax Liabilities,

(c) all accounting, legal and other professional fees, and court costs incurred in connection with any Determination with respect to such Aggregate Spin-Off Tax Liabilities and Aggregate Spin-Off Restructuring Tax Liabilities, and

(d) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by a Party in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority payable by a Party or its respective Affiliates, in each case, resulting from the failure of any of the Distribution-Related Transactions to qualify for Tax-Free Status or from the imposition of any Additional Restructuring Tax Liabilities.

“ Tax Return ” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of any Taxes.

“ Underpayment Rate ” shall mean the annual rate of interest described in Section 6621(c) of the Code for large corporate underpayments of Income Tax (or similar provision of state, local, or foreign Income Tax law, as applicable), as determined from time to time.

“ Unqualified Tax Opinion ” shall mean an unqualified opinion of Tax Counsel on which Parent or Spinco (as the case may be) may rely to the effect that a transaction (a) will not disqualify any of the Distribution-Related Transactions from having Tax-Free Status, assuming that the Distribution-Related Transactions would have qualified for Tax-Free Status if such transaction did not occur, and (b) will not adversely affect any of the conclusions set forth in the IRS Ruling (if applicable) or the Tax Opinions; provided that any tax opinion obtained in connection with a proposed acquisition of Equity Securities of Parent or Spinco (or any entity

treated as a successor to Parent or Spinco) entered into during the Restriction Period shall not qualify as an Unqualified Opinion unless such tax opinion concludes that (a) such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution of Spinco or (b) no income or gain will be recognized by Parent as a result of the distribution of stock by Spinco or by First American Title Insurance Company as a result of the distribution of CoreLogic Holdings II, Inc. under Section 355(e) of the Code.

2. Filing of Tax Returns; Payment of Taxes .

(a) Parent Consolidated Returns; Other Combined Returns .

(i) Filing of Tax Returns . Parent shall prepare and file or cause to be prepared and filed (A) all consolidated federal Income Tax Returns of the Parent Consolidated Group and (B) all other Combined Returns for all taxable periods that end, with respect to Spinco, on or before or include the Distribution Date of Spinco. Except to the extent otherwise required by law, such Tax Returns shall be prepared on a basis consistent with the past practices of the Parent Group and Spinco Group. Spinco shall, and shall cause each member of the Spinco Group to, prepare and submit at Parent’s request (as soon as practicable taking into account the due date of the applicable Tax Return, but in no event later than forty-five (45) days after such request), at its own expense, all information that Parent shall reasonably request, in such form as Parent shall reasonably request, including any such information requested to enable Parent to prepare any Tax Return required to be filed by Parent pursuant to Section 2(a)(i).

(ii) Payment of Taxes . With respect to any Tax Return filed by Parent pursuant to Section 2(a)(i):

(A) subject to the right to payment from Spinco under Section 2(a)(ii)(B) and Section 2(a)(ii)(C), Parent shall pay, or cause to be paid, to the applicable Tax Authority any and all Taxes due or required to be paid with respect to or required to be reported on any such Tax Return;

(B) Spinco shall pay, or cause to be paid, to Parent not later than two (2) days prior to the earlier of the extended due date or actual filing of such Tax Return any Spinco Consolidated Tax Liability related to such Tax Return less any Spinco Consolidated Tax Liability paid by Spinco to Parent prior to the Distribution Date (as set forth in Schedule C of this Agreement) (and, for the sake of clarity, if any Spinco Consolidated Tax Liability related to such Tax Return is equal to an amount less than zero, neither Parent nor Spinco shall be obligated to make any payments to the other Party under this Section 2(a)(ii)(B) and any payments among the Parties shall be governed by Section 2(a)(ii)(D) and/or Section 7(c));

(C) Spinco shall pay, or cause to be paid, to Parent not later than two (2) days prior to the earlier of the extended due date or actual filing of such Tax Return any Spinco Restructuring Tax Liability related to such Tax Return; and

(D) if the amount of Spinco Consolidated Tax Liability paid by Spinco to Parent prior to the Distribution Date (as set forth in Schedule C of this Agreement) exceeds the amount of any Spinco Consolidated Tax Liability related to such Return, then Parent

shall pay, or cause to be paid, to Spinco such excess not later than two (2) days prior to the earlier of the extended due date or actual filing of such Tax Return (or, if Parent has paid such excess to the applicable Tax Authority prior to such date by virtue of its estimated tax payments, within two (2) days after Parent receives from the Tax Authority a Refund of such amounts); provided, that, if and to the extent that any such excess is attributable to Spinco Consolidated Tax Liability being equal to an amount less than zero, such excess shall be governed by the provisions set forth in Section 7(c).

(b) Parent Separate Returns . Parent shall prepare and file or cause to be prepared and filed all Parent Separate Returns for all taxable periods. Parent shall pay, or cause to be paid, to the applicable Tax Authority any and all Taxes due or required to be paid with respect to or required to be reported on any Parent Separate Return; provided, however, that if such Taxes include any Restructuring Tax Liabilities, Spinco shall pay, or cause to be paid, to Parent not later than two (2) days prior to the earlier of the extended due date or actual filing of the applicable Tax Return any Spinco Restructuring Tax Liability related to such Tax Return.

(c) Spinco Separate Returns . Spinco shall prepare and file or cause to be prepared and filed all Spinco Separate Returns for all taxable periods. Spinco shall pay, or cause to be paid, to the applicable Tax Authority any and all Taxes due or required to be paid with respect to or required to be reported on any Spinco Separate Return; provided, however, that if such Taxes include any Restructuring Tax Liabilities, Parent shall pay, or cause to be paid, to Spinco not later than two (2) days prior to the earlier of the extended due date or actual filing of the applicable Tax Return any Parent Restructuring Tax Liability related to such Tax Return.

(d) Certain Tax Benefits . For purposes of determining amounts required to be paid by either Parent or Spinco under Sections 2(a) through 2(c) in connection with the filing of any Tax Return (as distinguished from a Determination which shall be governed by Section 3), Restructuring Tax Liabilities, Parent Restructuring Tax Liability and Spinco Restructuring Tax Liability shall be calculated without taking into account any Spinco Income Tax Benefit or Parent Income Tax Benefit arising as a result of any Taxable Internal Restructuring Step and the Tax Benefit language set forth in Section 7 shall not apply to any such payment.

(e) Deferred Intercompany Transactions and Excess Loss Accounts . To the extent that the Distribution results in the recognition of any deferred intercompany item or excess loss account required to be taken into account under Treasury Regulations promulgated pursuant to Section 1502 of the Code (or comparable provisions of state, foreign or local tax law), such item shall be treated as an item of the Party that is required to recognize such item of income, gain, loss, or deduction for tax purposes; provided, however, that (i) to the extent that such deferred intercompany item or excess loss account was created as a result of any Internal Restructuring Step, the Tax related to such item shall be treated as a Restructuring Tax Liability and (ii) any California state Income Tax resulting in recognition of the deferred intercompany stock account as a result of the conversion of First American Real Estate Information Services, Inc. from a corporation to a disregarded entity for Tax purposes, as set forth in Slide 12 (The FAREISI LLC Conversion) of the step plan attached hereto as Schedule A, shall be treated as a Restructuring Tax Liability.

(f) Preparation of Tax Returns .

(i) To the extent that one Party is responsible for preparing a Tax Return pursuant to this Section 2 (“Preparing Party”) and the other Party is responsible for payment of Taxes reflected on such Tax Return (“Other Party”), the Preparing Party shall provide the Other Party with drafts of all such Tax Returns prepared by it pursuant to Section 2 together with a calculation of Taxes reflected on such Tax Returns for which the Other Party is liable pursuant to this Section 2 (i.e., in the case of Tax Returns prepared pursuant to Section 2(a), a calculation of the Spinco Consolidated Tax Liability and Spinco Restructuring Tax Liability) no later than thirty (30) days prior to the earlier of the extended due date or actual filing date thereof. The Other Party shall have the right to review and provide comments on any such Tax Returns and calculations during the fifteen (15) day period following the receipt of such Tax Returns. The Parties shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Tax Returns and calculations and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an accounting firm of recognized national standing that is mutually acceptable to Parent and Spinco. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis, provided, however, that if after using reasonable best efforts, the Parties are unable to resolve the matter in dispute before any Tax Return that is the subject of a disagreement is due, such Tax Return may be filed as prepared by the Preparing Party, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the resolution. The costs and expenses relating to the dispute resolution shall be borne equally by the Parties. The costs and expenses relating to Tax Returns prepared pursuant to Section 2(a) shall be borne equally by the Parties.

(ii) Except as otherwise required by applicable law or as a result of a Final Determination, (A) no Party shall, or permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of any of the Distribution-Related Transactions as having Tax-Free Status (or analogous status under state, local or foreign law), (B) no Party shall, or permit or cause any member of its respective Group to, take any position that is inconsistent with the tax treatment of the Internal Restructuring Steps as set forth in Schedule A, the valuations set forth in Schedule B or the determination of tax basis in accordance with the provisions set forth in Schedule B-1 and (C) Spinco shall not, and shall not permit or cause any member of the Spinco Group to, take any position with respect to an item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a Tax Return required to be prepared or filed by Parent pursuant to Section 2(a)(i) hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return and taking account of the dispute resolution mechanism in Section 2(a)(i)).

3. Indemnification and Payment Obligations for Taxes .

(a) Indemnification and Payment Obligations of Parent . From and after the Distribution Parent and each member of the Parent Group shall be responsible for and shall jointly and severally indemnify, defend and hold harmless Spinco and each member of the Spinco Group and each of its Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against:

(i) all Tax Liabilities, Spin-Off Tax Liabilities and Additional Restructuring Tax Liabilities, incurred by any member of the Parent Group (including Tax-Related Losses) that Parent or any member of the Parent Group is responsible for under Section 4 (including, without limitation, any Tax Liabilities or Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which Parent is liable pursuant to Section 4(e));

(ii) without duplication, (A) all Tax Liabilities that any member of the Parent Group is required to pay pursuant to Section 2(a)(ii), Section 2(b) and Section 2(c) in connection with the filing of any Tax Return, (B) the excess of any increase in such Tax Liabilities referred to in Section 2(a)(ii)(A) attributable to a Determination (excluding any increases attributable to Additional Restructuring Tax Liabilities and Spin-Off Tax Liabilities) over any Additional Spinco Consolidated Tax Liability and (C) any increase in such Tax Liabilities referred to in Section 2(b) attributable to a Determination (excluding any increases attributable to Additional Restructuring Tax Liabilities and Spin-Off Tax Liabilities);

(iii) all Tax Liabilities, Spin-Off Tax Liabilities, Additional Restructuring Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or Spinco Group by reason of the breach by Parent or a member of the Parent Group of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses);

(iv) all Tax Liabilities resulting from Spinco and First American Title Insurance Company failing to dispose of all of the stock of Parent held by them as of the Distribution Date as soon as such disposition is practicable and consistent with the business purposes of the retention of the stock of Parent (as set forth in the IRS Ruling Documents) and in no event later than five (5) years after the Distribution Date, only if such failure was solely the result of the failure by Parent to comply with its obligations under Section 8.4 of the Separation Agreement; and

(v) fifty percent (50%) of all Spin-Off Tax Liabilities and fifty percent (50%) of all Additional Restructuring Tax Liabilities, only if (A) Parent and each member of the Parent Group is not responsible for, and is not obligated to indemnify, defend or hold harmless Spinco or any members of the Spinco Group from and against, all Spin-Off Tax Liabilities and all Additional Restructuring Tax Liabilities pursuant to Section 3(a), Section 4(e) or otherwise in this Agreement and (B) Spinco and each member of the Spinco Group is not responsible for, and is not obligated to indemnify, defend or hold harmless Parent or any members of the Parent Group from and against, all Spin-Off Tax Liabilities and all Additional Restructuring Tax Liabilities pursuant to Section 3(b), Section 4(e) or otherwise in this Agreement.

Notwithstanding the preceding sentence, neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless (i) any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to a breach by Spinco (or a member of the Spinco Group) of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions (except as set forth in Section 3(b)(iv)) or (ii) any Person from and

against any Tax Liabilities resulting from the disposition by Spinco or First American Title Insurance Company of the stock of Parent held by them as of the Distribution Date (which such Tax Liabilities shall be borne entirely by the Spinco Group). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or any adjustment for which Parent is responsible pursuant to this Section 3(a), including any adjustment with respect to a Tax Return for which Parent is responsible pursuant to Section 2(a)(i)) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to Spinco or any member of the Spinco Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Spinco shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Spinco or any member of the Spinco Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Spinco or any member of the Spinco Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation), provided, however, that for the sake of clarity and consistent with Section 2(d) hereof, neither Spinco nor any member of the Spinco Group shall be obligated to make any such payment to Parent if the applicable Tax Benefit arises from the indemnification obligation relating to Parent Restructuring Tax Liability for which Parent or any other member of the Parent Group is responsible pursuant to Section 3(a)(ii)(A) in connection with the filing of any Tax Return, provided further, however, that any payments under Section 3 hereof on account of Additional Restructuring Tax Liabilities shall take into account of the Tax Benefits as required by this paragraph. Spinco shall pay Parent for such Tax Benefit no later than five (5) days after such Tax Benefit is Actually Realized.

(b) Indemnification and Payment Obligations of Spinco . From and after the Distribution Date, Spinco and each member of the Spinco Group shall be responsible for and shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against:

(i) all Tax Liabilities, Spin-Off Tax Liabilities, Additional Restructuring Tax Liabilities and Tax-Related Losses that Spinco or any member of the Spinco Group is responsible for under Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which Spinco is liable pursuant to Section 4(e));

(ii) without duplication, (A) all Tax Liabilities that any member of the Spinco Group is required to pay pursuant to Section 2(a)(ii), Section 2(b) and Section 2(c) ) in connection with the filing of any Tax Return, (B) any Additional Spinco Consolidated Tax Liability and (C) any increase in such Tax Liabilities referred to in Section 2(c) attributable to a Determination (excluding any increases attributable to Additional Restructuring Tax Liabilities and Spin-Off Tax Liabilities);

(iii) all Taxes, Spin-Off Tax Liabilities, Additional Restructuring Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or Spinco Group by reason of the breach by Spinco or any member of the Spinco Group of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions (except as set forth in Section 3(b)(iv));

(iv) all Tax Liability resulting from Spinco and First American Title Insurance Company failing to dispose of all of the stock of Parent held by them as of the Distribution Date as soon as such disposition is practicable and consistent with the business purposes of the retention of the stock of Parent (as set forth in the IRS Ruling Documents) and in no event later than five (5) years after the Distribution Date (except that neither Spinco nor any member of the Spinco Group shall have any obligation under this Section 3(b)(iv) if Parent has not complied with the requirements set forth in Section 8.4 of the Separation Agreement); and

Notwithstanding the preceding sentence, neither Spinco nor any member of the Spinco Group shall have any obligation to indemnify, defend or hold harmless (i) any Person pursuant to this Section 3(b) to the extent that such indemnification obligation is otherwise attributable to a breach by Parent (or a member of the Parent Group) of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions or (ii) any Person from and against any Tax Liabilities resulting from the merger of The First American Corporation with and into CoreLogic, Inc., as set forth in Slide 25 (The Merger) of the step plan attached hereto as Schedule A (which such Tax Liabilities shall be borne entirely by the Parent Group). If the indemnification obligation of Spinco or any member of the Spinco Group under this Section 3(b) (or any adjustment for which Spinco is responsible pursuant to this Section 3(b)) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay Spinco the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation), provided, however, that for the sake of clarity and consistent with Section 2(d) hereof neither Parent nor any member of the Parent Group shall be obligated to make any such payment to Spinco if the applicable Tax Benefit arises from the indemnification obligation relating to Spinco Restructuring Tax Liability for which Spinco or any other member of the Spinco Group is responsible pursuant to Section 3(a)(ii)(A) in connection with the filing of any Tax Return and provided further, however, that any payments under Section 3 hereof on account of Additional Restructuring Tax Liabilities shall take account of the Tax Benefits as required by this paragraph. Parent shall pay Spinco for such Tax Benefit no later than five (5) days after such Tax Benefit is Actually Realized.

(c) Timing of Indemnification Payments . Any payment and indemnification made pursuant to this Section 3 (other than a payment for any Tax Benefit, the timing of which is

provided in Section 3(a) and 3(b) above) shall be made by the Indemnifying Party promptly, but, in any event, no later than:

(i) in the case of an indemnification obligation with respect to any Tax Liabilities the later of (A) five (5) Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five (5) Business Days prior to the date the Indemnified Party or the Indemnifying Party, as the case may be, is required to make a payment of taxes, interest, or penalties or additions to Tax to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and

(ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(c) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five (5) Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five (5) Business Days prior to the date the Indemnified Party makes a payment thereof.

(d) Calculation of Additional Spinco Consolidated Tax Liability, Additional Restructuring Tax Liabilities and Spin-Off Tax Liabilities . In the event that either Party is required to make a payment of any Tax (or either Party realizes a reduced Refund) pursuant to a Determination (the “Responsible Party”) and the other Party is liable for a portion or all of such payment pursuant to any provision in this Section 3, the Responsible Party shall prepare in good faith and deliver to the other Party a proposed calculation of such Tax Liability no later than thirty (30) days prior to the date the Indemnifying Party is required to make to the Indemnified Party, pursuant to Section 3(c), payment under this Section 3. The other Party shall have the right to review and provide comments on any such calculation during the fifteen (15) day period following the receipt of such calculation. The Parties shall consult with each other and attempt in good faith to resolve any issues arising as a result of such calculation and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the date the Responsible Party is required to make to the applicable Tax Authority the payment to which such calculation relates (the “Payment Due Date”)), by an accounting firm of recognized national standing that is mutually acceptable to both Parties. Upon resolution of all such items, the Indemnifying Party shall pay to the Indemnified Party any amounts due under Section 3, on the basis of the resolution, prior to the Payment Due Date. The costs and expenses relating to the dispute resolution shall be borne equally by the Parties.

4. Spin-Off Related Matters .

(a) Representations .

(i) IRS Ruling Documents and Tax Opinion Documents . Spinco hereby represents and warrants to Parent that (A) it has examined the IRS Ruling Documents and the Tax Opinion Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of Spinco or any member of the Spinco Group, or the Spinco Business of the Spinco Group) and (B) to the extent in reference to Spinco, any member of the Spinco Group, or the Spinco Business of the Spinco Group, the facts

presented and the representations made therein are true, correct and complete. Parent hereby represents and warrants to SpinCo that (A) it has examined the IRS Ruling Documents and the Tax Opinion Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of Parent or any member of the Parent Group, or the Parent Business of the Parent Group), and (B) to the extent in reference to Parent, any member of the Parent Group, or the Parent Business of the Parent Group, the facts presented and the representations made therein are true, correct and complete.

(ii) Actions Inconsistent with Representations and Factual Statements . Each of Parent and Spinco hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action or knows of any circumstance, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the IRS Ruling Documents or the Tax Opinion Documents to be untrue.

(iii) Plan or Series of Related Transactions . Each of Parent and Spinco hereby represents and warrants that, to the best of its knowledge, after due inquiry, none of the Distribution-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Parent or Spinco, as the case may be, or any successor of Parent or Spinco, as the case may be.

(b) Covenants .

(i) Actions Consistent with Representations and Covenants . Neither Spinco (or any member of the Spinco Group) nor Parent (or any member of the Parent Group) shall take any action, or fail to take any action or permit any member of its Group, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation made in connection with the IRS Ruling Documents, the Tax Opinion Documents, the Separation Agreement or this Agreement.

(ii) Preservation of Tax-Free Status; Spinco/Parent Business . From and after its respective Distribution, neither Parent nor Spinco shall (A) take any action or permit any member of its Group to take any action, and each of Parent and Spinco shall not fail to take any action or permit any member of its Group to fail to take any action, in each case, unless such action or failure to act could not reasonably be expected to cause any of the Distribution-Related Transactions to fail to have Tax-Free Status or could not reasonably be expected to require the other Party to reflect a liability or reserve for Income Taxes with respect to any of the Distribution-Related Transactions in its financial statements, in each case provided such Distribution-Related Transactions would have qualified for Tax Free Status but for any such action or inaction of Parent or Spinco and (B) until the first day after the Restriction Period, engage in any transaction that could reasonably be expected to result in (x) in the case of Spinco, in Spinco or any member of the Spinco Group ceasing to be a company engaged in the Spinco Business and (y) in the case of Parent, in Parent or any member of the Parent Group ceasing to be a company engaged in the Parent Business.

(iii) Sales, Issuances and Redemptions of Equity Securities . Until the first day after the Restriction Period, (x) Parent shall not (and shall not permit any member of the

Parent Group) and shall not agree (and shall not permit any member of the Parent Group to agree) to sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of Parent or any member of the Parent Group and (y) Spinco shall not (and shall not permit any member of the Spinco Group) and shall not agree (and shall not permit any member of the Spinco Group to agree) to sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of Spinco or any member of the Spinco Group; provided, however, that, in each case, (A) the adoption of a shareholder rights plan shall not constitute a sale or issuance of Equity Securities, (B) Parent or Spinco may issue Equity Securities to the extent the issuance satisfies Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d), (C) members of the Spinco Group (other than Spinco) may issue or sell Equity Securities to other members of the Spinco Group, and may redeem or purchase Equity Securities from other members of the Spinco Group, in each case, to the extent not inconsistent with the Tax-Free Status of the Distribution Related Transactions, and (D) members of the Parent Group (other than Parent) may issue or sell Equity Securities to other members of the Parent Group, and may redeem or purchase Equity Securities from other members of the Parent Group, in each case, to the extent not inconsistent with the Tax-Free Status of the Distribution Related Transactions.

(iv) Tender Offers; Other Business Combination Transactions . Until the first day after the Restriction Period, Parent and Spinco shall not (and shall cause the members of Parent Group and Spinco Group, respectively, not to) (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, Equity Securities of Parent or Spinco (as the case may be), (B) participate in or support any unsolicited tender offer for, or other acquisition or disposition of, Equity Securities of Parent or Spinco (as the case may be), or (C) approve or otherwise permit any transaction described in clauses (A) or (B). In addition, neither Parent nor Spinco (nor any members of its Parent Group or Spinco Group, respectively) shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B) or (C) of the preceding sentence pursuant to an agreement or arrangement negotiated (in whole or in part) prior to the first anniversary of the Distribution, even if at the time of the Distribution or thereafter such action is subject to one or more conditions.

(v) Dispositions of Assets . Until the first day after the Restriction Period, neither Spinco (or any member of the Spinco Group) nor Parent (or any member of the Parent Group) shall sell, transfer, or otherwise dispose of or agree to sell, transfer or otherwise dispose (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute (x) in the case of Parent, more than 30% of the gross assets of Parent or more than 30% of the consolidated gross assets of the Parent Group and (y) in the case of Spinco, more than 30% of the gross assets of Spinco or more than 30% of the consolidated gross assets of Spinco Group. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Spinco (or any member of the Spinco Group) or Parent (or any member of the Parent Group), as applicable.

The percentages of gross assets or consolidated gross assets of Spinco or the Spinco Group or Parent or the Parent Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Parent and the members of the Parent Group or Spinco and the members of the Spinco Group, as the case may be, as of the Distribution Date. For purposes of this Section 4(b)(v), and subject to Section 4(b)(vi), a merger of an entity with and into any Person shall constitute a disposition of all of the assets of such entity.

(vi) Liquidations, Mergers, Reorganizations . Until the first day after the Restriction Period, neither Spinco (or any member of its Spinco Group) nor Parent (or any member of the Parent Group) shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for federal income tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided that (x) mergers of direct or indirect wholly-owned Subsidiaries of Spinco solely with and into Spinco or with other direct or indirect wholly-owned Subsidiaries of Spinco, and liquidations of Spinco’s wholly-owned subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Distribution-Related Transactions and (y) mergers of direct or indirect wholly-owned Subsidiaries of Parent solely with and into Parent or with other direct or indirect wholly-owned Subsidiaries of Parent, and liquidations of Parent’s wholly-owned subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Distribution-Related Transactions.

(i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, neither Parent (or any member of the Parent Group) nor Spinco (or any member of the Spinco Group) shall be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by value, in Parent (or any successor thereto) or Spinco (or any successor thereto), as the case may be, pursuant to one or more transactions that have not been approved by the other Party pursuant to Section 4(c)(ii). In the event that the transaction at issue involves the issuance or disposition of the Equity Securities of a member of the Parent Group (other than Parent) or a member of the Spinco Group (other than Spinco), the 10% threshold referred to in the preceding sentence shall be applied by determining whether the value of the Equity Securities of the member the Equity Securities of which are sold or otherwise disposed of together with any other transaction previously permitted under this Section 4(c)(i) would not exceed (a) in the case of a member of the Parent Group, 10% of the value of the Parent, and (b) in the case of a member of the Spinco Group, 10% of the value of Spinco. Notwithstanding the foregoing, the issuance of shares of Parent common stock pursuant to the merger transaction contemplated by the Core Logic Purchase Agreement shall not be prohibited by Section 4(b) and shall not be taken into account in applying the 10% threshold to the extent that the Tax Opinion issued as of the Distribution Date concludes that such shares will not be taken into account for purposes of applying Section 355(e) of the Code. In the event the transaction at issue is a redemption or purchase of Equity Securities of Spinco by Spinco or a member of the Spinco Group or of Equity

Securities of Parent by Parent or a member of the Parent Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30.

(ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, Parent or Spinco (each such Party, the “Requesting Party”) may (i) issue, sell, redeem or otherwise acquire (or cause a member of the Parent Group (in the case of Parent) and the Spinco Group (in the case of Spinco) to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of any member of the Parent Group (in the case of Parent) or the Spinco Group (in the case of Spinco) in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of any member of its respective Parent Group (in the case of Parent) or the Spinco Group (in the case of Spinco) in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself or any member of the Parent Group (in the case of Parent) or the Spinco Group (in the case of Spinco) with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Party obtains the other Party’s written consent, (Y) the Requesting Party provides the other Party with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to the other Party in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, the other Party may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) Parent shall have received such private letter ruling, in form and substance satisfactory to both Parties, to the effect that such transaction will not affect the Tax-Free Status of any of the Distribution-Related Transactions, provided that if the Requesting Party is Spinco, it has requested that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) in accordance with Section 4(d)(ii) of this Agreement. Notwithstanding the foregoing, with respect to any action or transaction involving an acquisition of the Requesting Party’s stock entered into at least 18 months after the Distribution Date, the Requesting Party shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and the other Party, after due diligence, is satisfied with the accuracy of such certification.

(iii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), Spinco and First American Title Insurance Company shall be permitted to dispose of all of the stock of Parent held by them as of the Distribution Date in accordance with the representations made in the Ruling Request.

(d) Private Letter Rulings and Restrictions on Spinco .

(i) Private Letter Ruling at Parent’s Request. Parent shall have the right to obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) in its sole discretion. If Parent determines to obtain a private letter ruling, Spinco shall (and shall cause each member of the Spinco Group to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the private letter ruling (including, without limitation, by making any representation or covenant or providing any materials or information requested by any Tax Authority; provided that Spinco shall not be required to make (or cause any member of the Spinco Group to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in cooperating with Parent’s request for a private letter ruling within ten (10) Business Days after receiving an invoice from Spinco therefor.

(ii) Private Letter Rulings at Spinco’s Request. Parent agrees that at the reasonable request of Spinco pursuant to Section 4(c), Parent shall (and shall cause each member of the Parent Group to) cooperate with Spinco and use reasonable efforts to seek to obtain, as expeditiously as reasonably practicable, a private letter ruling (or supplemental private letter ruling) from the IRS for the purpose of confirming compliance on the part of Spinco or any member of the Spinco Group with its obligations under Section 4(b) of this Agreement. Further, in no event shall Parent be required to file any request for a private letter ruling under this Section 4(d)(ii) unless Spinco represents that (A) it has reviewed the request for the private letter ruling and any materials, appendices and exhibits submitted or filed therewith, and (B) all information and representations, if any, relating to any member of the Spinco Group contained in the IRS Ruling Documents (if applicable) or Tax Opinion Documents are true, correct and complete in all material respects. Spinco shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a private letter ruling requested by Spinco within ten (10) Business Days after receiving an invoice from Parent therefor. Spinco hereby agrees that Parent shall have sole and exclusive control over the process of obtaining a private letter ruling, and that only Parent shall have the right to apply for a private letter ruling relating to any of the Distribution Related Transactions. In connection with obtaining a private letter ruling pursuant to this Section 4(d)(ii) for the purpose of confirming compliance on the part of Spinco or any member of the Spinco Group with its obligations under Section 4(b) of this Agreement, (A) Parent shall, to the extent practicable, consult with Spinco reasonably in advance of taking any material action in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any documents to the IRS provide Spinco with a draft copy thereof, (2) reasonably consider Spinco’s comments on such documents, and (3) provide Spinco with copies of all documents submitted to or received from the IRS in connection with such ruling request; and (C) Parent shall provide Spinco with notice reasonably in advance of, and Spinco shall have the right to attend and participate in, any formally scheduled meetings with any Tax Authority (subject to the approval of the Tax Authority) that relate to such supplemental private letter ruling.

(iii) Prohibition on Spinco. Spinco hereby agrees that, except to the extent permitted by Section 4(d)(ii) or as otherwise consented to by Parent in writing, neither it nor any member of the Spinco Group shall seek any guidance from the IRS or any other Tax

Authority (whether written, verbal or otherwise) concerning any of the Distribution-Related Transactions (or the impact of any transaction on any of the Distribution-Related Transactions).

(e) Liability of Spinco and Parent for Undertaking Certain Actions .

(i) Notwithstanding anything in this Agreement to the contrary, Spinco and the members of the Spinco Group shall be responsible for any and all Tax-Related Losses that are attributable to, or result from:

(A) any act or failure to act by Spinco or any member of the Spinco Group, which action or failure to act is inconsistent with any of Spinco’s covenants set forth in Sections 4(b)(i) through 4(b)(vi) of this Agreement, in each case, determined without regard to any of the exceptions or provisos contained in such provisions or in Section 4(c), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that is inconsistent with Section 4(b)(i) or 4(b)(ii), regardless of whether such act or failure to act is permitted by Sections 4(b)(iii) through 4(b)(vi);

(B) any acquisition or disposition of Equity Securities of Spinco or any member of the Spinco Group by any Person or Persons (including, without limitation, as a result of an issuance of Spinco’s Equity Securities or a merger of another entity with and into Spinco or any member of the Spinco Group) or any acquisition of assets of Spinco or any member of the Spinco Group (including, without limitation, as a result of a merger) by any Person or Persons; and

(C) any breach by Spinco or any member of the Spinco Group of a representation or covenant made in this Agreement, the Separation Agreement, any Ancillary Agreement, the IRS Ruling Documents or the Tax Opinion Documents.

(ii) Notwithstanding anything in this Agreement to the contrary, Parent and the members of the Parent Group shall be responsible for any and all Tax-Related Losses that are attributable to, or result from:

(A) any act or failure to act by Parent or any member of the Parent Group, which action or failure to act is inconsistent with any of Parent’s covenants set forth in Sections 4(b)(i) through 4(b)(vi) of this Agreement, in each case, determined without regard to any of the exceptions or provisos contained in such provisions or in Section 4(c)), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that is inconsistent with Section 4(b)(i) or 4(b)(ii), regardless of whether such act or failure to act is permitted by Sections 4(b)(iii) through 4(b)(vi);

(B) any acquisition or disposition of Equity Securities of Parent or any member of the Parent Group by any Person or Persons (including, without limitation, as a result of an issuance of Parent’s Equity Securities or a merger of another entity with and into Parent or any member of the Parent Group), other than any Tax-Related Losses that result from the disposition by Spinco and First American Title Insurance Company of the stock of Parent held by them as of the Distribution Date, or any acquisition of assets of Parent or any member of the Parent Group (including, without limitation, as a result of a merger) by any Person or Persons; and

(C) any breach by Parent or any member of the Parent Group of a representation or covenant made in this Agreement, the Separation Agreement, any Ancillary Agreement, the IRS Ruling Documents or the Tax Opinion Documents.

(f) Cooperation .

(i) Without limiting the prohibition set forth in Section 4(d)(iii), until the first day after the Restriction Period, Parent and Spinco shall furnish the other Party with a copy of any ruling request that any member of the Parent Group (in the case of Parent) or Spinco Group (in the case of Spinco) may file with the IRS or any other Tax Authority and any opinion received that in any respect relates to, or otherwise reasonably could be expected to have any effect on, the Tax-Free Status of any of the Distribution-Related Transactions.

(ii) Each Party shall reasonably cooperate with the other Party in connection with any request by the Requesting Party for an Unqualified Tax Opinion pursuant to Section 4(c)(ii).

(iii) Until the first day after the Restriction Period, the Party that is seeking to engage in any action described in Sections 4(b)(i) through 4(b)(vi) (the “Acting Party”) shall provide the other Party (the “Notified Party”) adequate advance notice in accordance with the terms of Section 4(f)(iv) of any action described in Sections 4(b)(i) through 4(b)(vi) within a period of time sufficient to enable the Notified Party to seek injunctive relief pursuant to Section 4(g) in a court of competent jurisdiction.

(iv) Each notice required by Section 4(f)(iii) shall set forth the terms and conditions of any such proposed transaction, including, without limitation, (A) the nature of any related action proposed to be taken by the board of directors of Parent or Spinco (as the case may be), (B) the approximate number of Equity Securities (and their voting and economic rights) of Parent (or any member of Parent Group) or Spinco (or any member of the Spinco Group) (if any) proposed to be sold (or otherwise issued) or acquired, (C) the approximate value of Parent’s assets (or assets of any member of the Parent Group) or Spinco’s assets (or assets of any member of the Spinco Group) proposed to be transferred, and (D) the proposed timetable for such transaction, all with sufficient particularity to enable the Notified Party to seek such injunctive relief. Promptly, but in any event within thirty (30) days, after the Notified Party receives such written notice from the Acting Party, the Notified Party shall notify Acting Party in writing of it’s decision to seek injunctive relief pursuant to Section 4(g).

(v) Until the first day after the Restriction Period, neither Parent (or any member of the Parent Group) nor Spinco (or any member of the Spinco Group) shall take (or refrain from taking) any action to the extent that such action or inaction would have caused a representation made with respect to such person in connection with the IRS Ruling and/or the Tax Opinions to have been untrue as of the relevant representation date, had such person or any member of (the respective members of its group) intended to take (or refrain from taking) such action on the relevant representation date.

(g) Enforcement . The Parties acknowledge that irreparable harm would occur in the event that any of the provisions of this Section 4 were not performed in accordance

with their specific terms or were otherwise breached. The Parties agree that, in order to preserve the Tax-Free Status of any Distribution-Related Transaction, injunctive relief is appropriate to prevent any violation of the foregoing covenants; provided, however, that injunctive relief shall not be the exclusive legal or equitable remedy for any such violation.

5. Refunds . Each Party shall be entitled to all Refunds (and any interest thereon received from the applicable Tax Authority) in respect of Taxes for which it is responsible under the terms of this Agreement or in respect of estimated payments or pre-payments of Taxes each Party paid to the applicable Tax Authority. Notwithstanding the foregoing, (i) in the event a Party obtains a Refund of Taxes for which it was indemnified by another Party, the indemnifying Party shall be entitled to such Refund and (ii) in the event a Party obtains a Refund of Taxes related to estimated payments or pre-payments of Taxes made by another Party, such other Party shall be entitled to such Refund. A Party receiving a Refund to which another Party is entitled pursuant to this Section 5 shall pay the amount to which such other Party is entitled (net of any Taxes incurred in respect of the receipt or accrual of such Refund and net of Tax-Related Losses or any other expenses attributable thereto) within fifteen (15) Business Days after such Refund is Actually Realized. The Parties shall cooperate with each other in connection with any claim for a Refund in respect of a Tax for which any member of their respective Groups is responsible pursuant to Section 2.

6. Tax Contests .

(a) Notification . Each Party shall notify the other Parties in writing of any communication with respect to any pending or threatened Proceeding in connection with a Tax Liability (or any issue related thereto) of any Party or member of its Group, for which another Party or member of its Group, may be responsible pursuant to this Agreement within ten (10) Business Days of receipt; provided, however, that in the case of any Distribution-Related Proceeding (no matter which Party is responsible), such notice shall be provided no later than ten (10) Business Days after such Party first receives written notice from the IRS or other Tax Authority of such Distribution-Related Proceeding. The notifying Party shall include with such notification a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by such notifying Party or member of its Group. The failure of one Party to notify the other Parties of such communication in accordance with the immediately preceding sentence shall not relieve such other Party of any liability or obligation that it may have under this Agreement, except to the extent that the failure to timely forward such notification materially prejudices the ability of such other Party to contest such Income Tax Liability or Other Tax Liability or increases the amount of such Income Tax Liability or Other Tax Liability.

(b) Representation with Respect to Tax Disputes. Parent (or such member of the Parent Group as Parent shall designate) shall have the sole right to administer and control and to employ counsel of its choice in any Proceeding (including any Distribution-Related Proceeding) relating to (i) any consolidated federal Income Tax Returns of the Parent Consolidated Group, (ii) any other Combined Returns and (iii) any Parent Separate Returns. Parent shall bear all expenses relating to any Proceeding referred to in the proceeding sentence, except that, with respect to Proceedings relating to any consolidated federal Income Tax Returns of the Parent Consolidated Group, and any other Combined Returns, for any period prior to the

Distribution, expenses shall be borne by Parent and Spinco to the extent such expenses are attributable to Parent Items and Spinco Items, respectively, provided, however, that to the extent such expenses cannot reasonably be attributable to Parent Items and Spinco Items, such expenses shall be borne equally by Parent and Spinco. Spinco (or such member of the Spinco Group as Spinco shall designate) shall have the sole right to administer and control and to employ counsel of its choice at its expense in any Proceeding (excluding any Distribution-Related Proceeding) relating to any consolidated federal Income Tax Return of the Spinco Consolidated Group or any Spinco Separate Return.

(c) Power of Attorney . Spinco (and any members of the Spinco Group) shall execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other document requested by Parent (or such designee) in connection with any Proceeding described in the first sentence of Section 6(b).

(d) Participation Rights . In the event of any Proceeding as a result of which one Party (or a member of its group) could reasonably be expected to become liable for any Tax or Tax-Related Losses (“Liable Party”) and which the other Party has the right to administer and control (“Controlling Party”) pursuant to Section 6(b) above, (A) the Controlling Party shall consult with the Liable Party reasonably in advance of taking any significant action in connection with such Proceeding, (B) the Controlling Party shall offer the Liable Party reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) the Controlling Party shall defend such Proceeding diligently and in good faith as if it were the only Party in interest in connection with such Proceeding and (D) the Liable Party shall be entitled to participate in such Proceedings and receive copies of any written materials relating to such Proceeding received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the Controlling Party shall not settle, compromise or abandon any issue that relates to or impacts Taxes for which the Liable Party is liable without obtaining the prior written consent of the Liable Party, which consent shall not be unreasonably withheld or delayed.

7. Apportionment of Tax Attributes; Carrybacks; Income Tax Benefits .

(a) Apportionment of Tax Attributes .

(i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to Spinco or the members of Spinco Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of Spinco (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A and any comparable provision of state Income Tax law. For the sake of clarity, any Tax Attribute apportioned to Spinco or any member of the Spinco Consolidated Group shall not constitute a Parent Item.

(ii) No Tax Attribute with respect to consolidated federal Income Tax of the Parent Consolidated Group, other than those described in Section 7(a)(i), and no Tax Attribute with respect to consolidated, combined or unitary state, local, or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Spinco or any

member of the Spinco Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law.

(iii) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Spinco or any member of the Spinco Group in accordance with this Section 7(a) and applicable law, and, at the reasonable request of Spinco, Parent shall determine the amount of tax basis and earnings and profits to be apportioned to Spinco or any member of the Spinco Group in accordance with applicable law, and in each case shall provide written notice of the calculation thereof to Spinco as soon as reasonably practicable after the information necessary to make such calculation becomes available to Parent.

(iv) The written notice delivered by Parent pursuant to Section 7(a)(iii) shall be binding on the Spinco Group and shall not be subject to dispute resolution. Except as otherwise required by a change in applicable law or pursuant to a Final Determination, Spinco shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice.

(b) Carrybacks . Except to the extent otherwise consented to by Parent or prohibited by applicable law, Spinco shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that Spinco, or the appropriate member of Spinco Group, is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party shall cooperate with Spinco, at Spinco’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Spinco shall be entitled to any Carryback Income Tax Benefit Actually Realized by Parent or a member of its Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to a Carryback of a Spinco Item, within fifteen (15) Business Days after such Refund is Actually Realized; provided, however, that Spinco shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the Parent’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Determination that results in any change to or adjustment of an Carryback Income Tax Benefit Actually Realized by a member of the Parent Group that is directly attributable to a Carryback of a Spinco Item, then Parent (or its designee) shall make a payment to Spinco, or Spinco shall make a payment to Parent (or its designee), as may be necessary to adjust the payments between Spinco and Parent (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Carryback Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

(i) Spinco shall be entitled to any SpinCo Income Tax Benefit Actually Realized by Parent or a member of its Group (including any interest thereon received

from such Tax Authority), to the extent that such Refund is directly attributable to a Spinco Item; provided, however, that Spinco shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such SpinCo Item, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the Parent’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Spinco Item, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Spinco Item. If there is a Determination that results in any change to or adjustment of a Spinco Income Tax Benefit Actually Realized by a member of the Parent Group that is directly attributable to a Spinco Item, then Parent (or its designee) shall make a payment to Spinco, or Spinco shall make a payment to Parent (or its designee), as may be necessary to adjust the payments between Spinco and Parent (or its designee) to reflect the payments that would have been made under this Section 7(c)(i) had the adjusted amount of such Spinco Tax Benefit Tax Benefit been taken into account in computing the payments due under this Section 7(c)(i).

(ii) Parent shall be entitled to any Parent Income Tax Benefit Actually Realized by Spinco or a member of the Spinco Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to a Parent Item; provided, however, that Parent shall indemnify and hold the members of the Spinco Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Parent Item, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the Spinco’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Parent Item, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Parent Item. If there is a Determination that results in any change to or adjustment of a Parent Income Tax Benefit Actually Realized by a member of the Spinco Group that is directly attributable to Parent Item, then Spinco (or its designee) shall make a payment to Parent, or the Parent shall make a payment to Spinco (or its designee), as may be necessary to adjust the payments between Spinco and Parent (or its designee) to reflect the payments that would have been made under this Section 7(c)(ii) had the adjusted amount of such Parent Income Tax Benefit been taken into account in computing the payments due under this Section 7(c)(ii).

(iii) For the sake of clarity, notwithstanding any other provision in this Agreement to the contrary, Parent Income Tax Benefit shall not include any Tax Benefit Actually Realized by Spinco or the Spinco Group as a result of any step-up in tax basis to First American Title Insurance Company in the stock of Parent by reason of the transactions set forth in Slide 18 (The Distributing 1 Taxable Purchase) and Slide 22 (The Controlled 2 Contribution) of the step plan attached hereto as Schedule A, and under no circumstances shall Spinco, or any member of the Spinco Group, be obligated to make a payment to Parent under any provision of this Agreement as a result of such step-up in tax basis.

(iv) In the event that either Party is required to make a payment to the other Party under Section 7(c)(i) or Section 7(c)(ii), such Party shall prepare in good faith and deliver to the other Party a proposed calculation of the Spinco Item Tax Benefit or Parent Income Tax Benefit, as the case may be, within fifteen (15) Business Days after the applicable Refund is

Actually Realized. The other Party shall have the right to review and provide comments on any such calculation during the fifteen (15) day period following the receipt of such calculation. The Parties shall consult with each other and attempt in good faith to resolve any issues arising as a result of such calculation and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time) by an accounting firm of recognized national standing that is mutually acceptable to both Parties. Upon resolution of all such items, the Party required to make payment under Section 7(c)(i) or Section 7(c)(ii), as the case may be, shall pay to the other Party any amounts due on the basis of the resolution. The costs and expenses relating to the dispute resolution shall be borne equally by the Parties.

(v) The Parties acknowledge that certain payments that are required to be made under Section 7(c) hereof may be duplicative of payments that are required to be made under Section 2 and 3 of this Agreement. In such event that the Parties shall cooperate in good faith to ensure that, consistent with the provision set forth in Section 14(d) hereof, no duplicative payments are made pursuant to the terms of this Agreement.

8. Cooperation and Exchange of Information .

(a) Cooperation and Exchange of Information . Each Party, on behalf of itself and the members of its Group, agrees to provide each other Party (or its designee) with such cooperation or information as such other Party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either Party) as shall be reasonably requested by any of the other Parties (or their designee), (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for the other Party to exercise its rights under this Agreement, and (v) the use of the Party’s reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the Parties to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the Spinco Group with respect to all Combined Returns. Upon reasonable notice, each Party shall make its, or shall cause the members of its respective Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as

otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

(b) Retention of Records . The Parties each agree to retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder (and any similar provision of state, local, or foreign law) existing on the date hereof or created in respect of (i) any taxable period that ends on or before or includes the Distribution Date or (ii) any taxable period that may be subject to a claim hereunder until the later of (A) the expiration of the statute of limitations (including extensions) for the taxable periods to which such Tax Returns and other documents relate and (B) the Final Determination of any payments that may be required in respect of such taxable periods under this Agreement. From and after the end of the period described in the preceding sentence of this Section 8(b), if a Party or a member of its respective Group wishes to dispose of any such records and documents, then such Party shall provide written notice thereof to the other Party and shall provide the other Party the opportunity to take possession of any such records and documents within ninety (90) days after such notice is delivered; provided, however, that if the other Party, within such 90-day period, does not confirm its intention to take possession of such records and documents, then the Party wishing to destroy or otherwise dispose of such records and documents may do so.

(c) Remedies . Each of the Parties hereby acknowledges and agrees that (i) the failure of any member of its respective Group to comply with the provisions of this Section 8 may result in substantial harm to the other Parties, including the inability to determine or appropriately substantiate a Tax Liability (or a position in respect thereof) for which a Party (or a member of its respective Group) would be responsible under this Agreement or appropriately defend against an adjustment thereto by a Tax Authority, (ii) the remedies available to one Party (the “Injured Party”) for the breach by a member of another Party (the “Breaching Party”) of its obligations under this Section 8 shall include (without limitation) the indemnification by the Breaching Party of the Injured Party for any Tax Liabilities or Tax-Related Losses incurred or any Tax Benefit lost or postponed by reason of such breach and the forfeiture by the Breaching Party of any related rights to indemnification by the Injured Party.

(d) Reliance . If any member of a Group supplies (“Supplying Party”) information to a member of another Group (“Relying Party”) in connection with a Tax Liability and an officer of a member of the Relying Party signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of the member of the Relying Party identifying the information being so relied upon, the chief financial officer of Supplying Party (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Each Party agrees to indemnify and hold harmless each member of the other Groups and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of its respective Group having supplied, pursuant to this Section 8, a member of another Group with inaccurate or incomplete information in connection with a Tax Liability.

9. Resolution of Disputes . Subject to Section 2(e)(i), Section 3(d), Schedule B-1 and Section 7(c)(iv), the provisions of Article XII of the Separation Agreement (Dispute

Resolution) shall apply to any dispute arising in connection with this Agreement; provided, however, that in the case of disputes arising under this Agreement that progress to arbitration under the dispute resolution process set forth in Article XII of the Separation Agreement (Dispute Resolution), the relevant Parties shall jointly select the arbitrator, who shall be an attorney or accountant who is generally recognized in the tax community as a qualified and competent tax practitioner with experience in the tax area involved in the issue or issues to be resolved. If the Parties are unable to jointly select an arbitrator, then each Party shall select an individual and those two individuals shall jointly select an arbitrator.

10. Payments .

(a) Method of Payment . All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the Parties for such purpose; provided that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, or (ii) any other method agreed to by the Parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received by the payee.

(b) Interest . Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Underpayment Rate.

(c) Characterization of Payments . For all Income Tax purposes, the Parties agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Separation Agreement, by (A) Parent to Spinco as a contribution by Parent to Spinco occurring immediately prior to the Distribution of Spinco, (B) Spinco to Parent as a distribution by such Spinco occurring immediately prior to the Distribution of such Spinco and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided that in the event it is determined (A) pursuant to applicable law that it is more likely than not, or (B) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers a Tax detriment as a result of such payment), the payment in question shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified liability. For purposes hereof, any inclusion or reduction shall be determined (i) using the highest marginal rates in effect at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination.

11. Compensatory Equity Interests .

(a) Allocation of Deductions .

(i) To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of Options to acquire Parent or Spinco stock, vesting of “restricted” Parent stock or Spinco stock, or settlement of restricted stock units, in each case,

following the Distribution, with respect to Parent stock or Spinco stock (such Options, restricted stock and restricted stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an active employee, solely by the Party that employs such Person at the time of exercise, vesting, or settlement, as applicable, (ii) in the case of a Former Finco Employee (as defined in the Separation Agreement), solely by Spinco, and (iii) in the case of a Former FAC Employee (as defined in the Separation Agreement), solely by Parent (the Party described in clause (ii) or (iii), the “Employing Party”).

(ii) To the extent permitted by applicable law and absent a Final Determination to the contrary, (i) Income Tax deductions arising by reason of contributions made by Spinco after the Spin-Off to its defined benefit pension plan shall be claimed solely by the Spinco Group, and none of such amount will be claimed by Parent Group and (ii) Parent Group shall not claim any Income Tax deduction for principal payments made by any member of Parent Group to any member of Spinco Group in connection with the Pension Promissory Note (as defined in the Separation Agreement). Notwithstanding any other provision in this Agreement to the contrary, neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless Spinco and each member of the Spinco Group and each of its Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against any Tax Liability incurred by the Spinco Group as a result of (i) the disallowance of any Tax deductions claimed by the Spinco Group by reason of contributions made by Spinco after the Spin-Off to its defined benefit pension plan and (ii) the receipt by any member of the Spinco Group of principal payments made by any member of Parent Group in connection with the Pension Promissory Note (as defined in the Separation Agreement).

(b) Withholding and Reporting . The Party (or any of its Affiliates) that is entitled to claim the Tax deductions described in 11(a)(i) with respect to Compensatory Equity Interests shall be responsible for all applicable Taxes (including, but not limited to, withholding and excise taxes) and shall satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations with respect to such Compensatory Equity Interests.

12. Notices . Notices, requests, permissions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery of a standard overnight courier or delivered by hand, to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice):

If to Parent:

CoreLogic, Inc.

4 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Fax: (714) 250-6917

If to Spinco:

First American Financial Corporation

1 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Fax: (714) 250-3325

Such names and addresses may be changed by notice given in accordance with this Section 12.

13. Designation of Affiliate . Each of the Parties may assign any of its rights or obligations under this Agreement to any member of its respective Group as it shall designate; provided, however, that no such assignment shall relieve the Party making the assignment of any obligation hereunder, including any obligation to make a payment hereunder to another Party, to the extent such designee fails to make such payment.

14. Miscellaneous .

(a) Setoff . All payments to be made by any Party under this Agreement may be netted against payments due to such Party under this Agreement.

(b) Complete Agreement . Any Tax allocation, Tax sharing or Tax indemnity agreement or arrangement (other than this Agreement), whether or not written, that may have been entered into by Parent (or any Affiliate of Parent), on the one hand, and SpinCo (or any Affiliate of Spinco), on the other hand, shall be terminated as of the date hereof, and no payments (or any other obligations) which are owed by or to the Parties pursuant thereto shall be required to be made (or performed) thereunder.

(c) CoreLogic Database Purchase Right . Notwithstanding any other provision to the contrary, the Parties rights and obligations with respect to the CoreLogic Database Purchase Right set forth in Article IX of the Separation Agreement shall be governed solely by Article IX of the Separation Agreement and not by this Agreement.

(d) No Double Recovery . No provision in this Agreement shall be construed to provide an indemnity or other recovery for any Taxes, interest, penalties or additions to Taxes or other amounts for which a Party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity.

(e) Failure to Meet Due Dates . The failure of any Party to provide draft Tax Returns and/or calculations of Tax Liability, tax basis, Spinco Income Tax Benefit or Parent Income Tax Benefit pursuant to Section 2(f), Section 3(d), Schedule B-1 or Section 7(c)(iv) by a specified due date or to provide comments thereto by the specified due date or the failure to provide requested information by a specified due date pursuant to Section 2(a)(i) shall not relieve the other Party from any liability or obligation that it may have under this Agreement, except to the extent that such failure materially prejudices the other Party.

(f) Separation Agreement . Except to the extent otherwise provided in this Agreement, this Agreement shall be subject to the provisions of Article XIV (Miscellaneous) of the Separation Agreement to the extent set forth therein.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.


Parent

By:		/s/ Anand Nallathambi
		Name: Anand Nallathambi
		Title: Executive Vice President


SpinCo

By:		/s/ Kenneth D. DeGiorgio
		Name: Kenneth D. DeGiorgio
		Title: Executive Vice President

Exhibit 10.3

THE FIRST AMERICAN CORPORATION

PROMISSORY NOTE

FOR PENSION LIABILITY


$19,900,000		June 1, 2010

The First American Corporation, a California corporation (together with its successors and assignees under this Note, the “ Company ”), for value received, hereby promises to pay to First American Financial Corporation, a Delaware corporation, or its permitted successors, endorsees or assignees (the “ Holder ”), the sum of Nineteen Million Nine Hundred Thousand Dollars ($19,900,000 ) (the “ Principal Amount ”) on the Due Date, as defined in Section 5.01 .

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. PAYMENTS ON THIS NOTE.

1.01 PRINCIPAL AND INTEREST PAYMENTS. Commencing on July 1, 2010, with quarterly payments continuing thereafter on October 1 2010, January 1, 2011, April 1, 2011, and on said dates in each calendar year thereafter, until the Principal Amount has been paid in full (each, a “ Payment Date ”), the Company shall pay, in addition to installments of the Principal Amount as set forth on Schedule I attached hereto (each, a “ Principal Payment ”), interest in arrears (each, an “ Interest Payment ”) at the rate of six and fifty-two hundredths percent (6.52%) per annum (the “ Interest Rate ”) on the Principal Amount.

1.02 METHOD OF PAYMENTS. Principal and interest shall be paid in cash. The Company shall make all cash payments to the Holder at 1 First American Way, Santa Ana, CA 92707 or at such other place as the Holder may designate from time to time in writing. If any Payment Date falls on a Saturday or Sunday or on a banking holiday in the State of California, the maturity thereof will be extended to the next succeeding business day.

2. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Holder that:

2.01 ORGANIZATION AND QUALIFICATION. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation.

2.02 CORPORATE POWERS. The Company has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Note. This Note is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.03 COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The execution, delivery and performance by the Company of this Note will not:

(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien in respect of any property of the Company or any subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any subsidiary is bound or by which the Company or any subsidiary or any of their respective properties may be bound or affected other than in respect of those certain indentures, mortgages, deeds of trust, loans, purchase or credit agreements or leases, or any other agreements or instruments for which written consents shall have been obtained either prior to, or contemporaneously with, the closing of this Note;

(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Company or any subsidiary; or

(c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Company or any subsidiary;

except in each case as could not reasonably be expected to have a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole.

2.04 GOVERNMENTAL AUTHORIZATIONS, ETC. No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery or performance by the Company of this Note.

2.05 LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS. There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary or any property of the Company or any subsidiary in any court or before any arbitrator of any kind or before or by any governmental authority that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole. Neither the Company nor any subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or governmental authority or is in violation of any applicable law, ordinance, rule or regulation of any governmental authority, which default or violation could reasonably be expected to have a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole.

2.06 TAXES. The Company and its subsidiaries have filed all material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments the amount of which is not individually or in the aggregate material, or the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a subsidiary, as the case may be, has established adequate reserves in accordance with generally accepted accounting principles. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate.

3. COVENANTS. The Company covenants that, unless otherwise consented to by the Holder in writing, it will:

(a) preserve and maintain its corporate existence and all rights, privileges and franchises in connection therewith;

(b) file all federal, state and local tax returns and other reports that the Company is required by law to file, maintain adequate reserves for the payment of all taxes, assessments, governmental charges and levies imposed upon it, its income or its profits, or upon any property belonging to it, and pay and discharge all such taxes, assessments, governmental charges and levies prior to the date on which penalties attach thereto, except where the same are being contested in good faith by appropriate proceedings and provided that in such event adequate book reserves have been established with respect to each such claim being contested;

(c) maintain its property in good condition and make all necessary renewals, repairs, replacements, additions and improvements thereto;

(d) not be in violation of any federal, state, or local laws, ordinances, governmental rules and regulations to which it is subject, and not fail to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain could reasonably be expected to have a material adverse effect on the business or financial condition of the Company;

(e) keep adequate records and books of account with respect to its business activities in which proper entries are made in accordance with generally accepted accounting principles reflecting all its financial transactions; and

(f) not directly or indirectly consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another person unless (subject in each case to Section 4(i)): (1) the person formed by or surviving any such consolidation or merger (if other than the Company) or the person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes in writing all the obligations of the Company under this Note, in a form reasonably satisfactory to the Holder; and (2) immediately after such transaction no Event of Default exists.

4. EVENTS OF DEFAULT. If any of the following events shall occur (herein individually referred to as an “ Event of Default ”), the Holder of the Note may, so long as such conditions exist, declare the entire Principal Amount and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company:

(a) the failure by the Company to make any payment hereunder when due and payable if such default is not cured by the Company within five (5) days after the due date thereof; or

(b) any warranty, representation or other statement made or furnished to the Holder by or on behalf of the Company or in any instrument furnished in compliance with or in reference to this Note proving to have been false or misleading in any material respect when made or furnished; or

(c) the failure or neglect of the Company to perform, keep or observe any other term, provision, condition or covenant contained in this Note, which is required to be performed, kept or observed by the Company and to cure the

same to the Holder’s satisfaction within thirty (30) days after written notice from the Holder to the Chief Executive Officer or General Counsel of the Company; or

(d) the default of the Company in the payment (whether at stated maturity, upon acceleration, upon required prepayment or otherwise), beyond any period of grace provided therefor, of any principal of or interest on any other debt with a principal amount in excess of $10,000,000 with respect to the Company (“ Covered Debt ”), or any other breach or default (or other event or condition) occurring under any agreement, indenture or instrument relating to Covered Debt, if the effect of such breach or default (or such other event or condition) is to cause, or to permit the holder or holders of the Covered Debt (or a person on behalf of such holder or holders) to cause (upon the giving of notice, the lapse of time or both, or otherwise), such Covered Debt to become or be declared due and payable, or required to be prepaid, redeemed, purchased or defeased (or an offer of prepayment, redemption, purchase or defeasance be made), prior to its stated maturity (other than prepayments, redemptions, purchases (or offers therefor) required in connection with asset dispositions, change of control, events of loss or excess cash flow), provided, however that any “Permitted Action” as that term is defined in the Third Amended and Restated Credit Agreement dated as of April 12, 2010 between the Company, JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent and certain other lenders party thereto (without regard to any amendment, modification or waiver thereto, the “ Credit Agreement ”), shall not constitute an Event of Default or violate any other provision of this Note; or

(e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any of its subsidiaries, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of its subsidiaries or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for a period of sixty (60) or more days or an order or decree approving or ordering any of the foregoing shall be entered; or

(f) the Company shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause 4(g) of this Note, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of its subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(g) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Company, and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company to enforce any such judgment; or

(h) a Change of Control of the Company shall occur. A “Change of Control” shall be defined as such term is defined in the Credit Agreement. For the avoidance of doubt, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

5. REMEDIES. Upon the occurrence of an Event of Default:

(a)

If an Event of Default occurs under Section 4(e) or 4(f), then the unpaid principal amount of this Note and all other obligations of the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest, notice or other requirements of any kind, all of which are hereby expressly waived by the Company.

(b)

If an Event of Default occurs, other than under Section 4(e) or 4(f), the Holder may, by written notice to the Company, declare the unpaid principal amount of this Note and all other obligations of the Company hereunder to be, and the same shall thereupon become, due and payable, without presentment, demand, protest, any additional notice or other requirements of any kind, all of which are hereby expressly waived by the Company.

6. PREPAYMENT, REPAYMENT AND REDEMPTION.

6.01 DUE DATE. For purposes hereof, the “ Due Date ” is the earliest to occur of (a) May 31, 2017; or (b) the date this Note is declared, or automatically becomes, immediately due and payable upon or after the occurrence of an Event of Default.

6.02 PREPAYMENT. The Principal Amount and any interest accrued thereon may be prepaid by the Company in full or in part at any time and from time to time without premium or penalty, provided that all payments made hereunder are first to be applied to any accrued and unpaid interest outstanding on the date of such payment.

7. MISCELLANEOUS.

7.01 ASSIGNMENT. The Company may not transfer this Note or assign its rights or obligations hereunder, except in connection with an assignment complying with Section 3(f) hereof, without prior written consent of the Holder, and any purported assignment or delegation absent such consent is void. Subject to the foregoing, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7.02 WAIVER. Diligence, presentment, protest, demand, dishonor, nonpayment, and notice of every kind are waived by all makers, sureties, guarantors, and endorsers of this Note to the fullest extent permitted by applicable law.

7.03 REMEDIES. No delay or omission on the part of the Holder in exercising any right or remedy under this Note or applicable law will operate as a waiver of such right or remedy or of any other right or remedy. No single or partial exercise of any power under this Note or applicable law will preclude other or further exercise thereof or the exercise of any other power. The release of any party liable under this Note will not operate to release any other party liable under this Note.

7.04 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All warranties and representations shall survive until the Principal Amount and all applicable interest thereon have been paid in full.

7.05 AMENDMENT. No provision of this Note may be amended, waived or modified except by written agreement of the Company and the Holder, except that the Company and any sureties or guarantors of this Note consent to all extensions without notice for any period or periods of time and to the acceptance of partial payments before or after maturity, all without prejudice to the Holder. The Holder will have the right to deal in any way, at any time, with the Company, or with any surety or guarantor hereof, without notice to any other party, and to grant any such party any extensions of time for payment of any of the indebtedness hereunder, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the liability of any such party.

7.06 USURY. All agreements between the Company and the Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, will the amount paid or agreed to be paid to the Holder for the use, forbearance or detention of money exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, fulfillment of any provision of this Note or any agreement or guaranty securing this Note, at the time performance of such provision is due, involves transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then the obligation to be fulfilled will be reduced to the limit of such validity. Furthermore, if, from any circumstances whatsoever, the Holder ever receives as interest an amount which would exceed the highest lawful rate, the amount which would be excessive interest will be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision controls every other provision of all agreements between the Company and the Holder.

7.07 SEVERABILITY. If any term or provision of this Note is held invalid, illegal, or unenforceable, the validity of all other terms and provisions hereof will in no way be affected thereby.

7.08 GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS NOTE AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA (OTHER THAN CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).

7.09 DISPUTES. Any dispute regarding this Note shall be resolved in accordance with the dispute resolution provisions in Article XII of the Separation and Distribution Agreement dated as of June 1, 2010 between the Company and the Holder.

7.10 ATTORNEYS’ FEES. The Company agrees to pay the costs (including without limitation reasonable attorneys’ fees and costs) of enforcement and collection of this Note in case of any breach or default by the Company hereunder.

7.11 OTHER OBLIGATIONS. Performance under this Note is not intended and is not to be construed as an accord and satisfaction or other release or discharge of any obligations or indebtedness of the Company to the Holder not otherwise evidenced specifically.

7.12 HEADING; REFERENCES. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

7.13 WAIVER OF JURY TRIAL; CHOICE OF FORUM. All actions or proceedings arising in connection with this Note shall be tried and litigated in (a) the state courts of Orange County, California, or (b) the United States District Court for the Central District of California, except that the Holder shall have the right to bring any action or proceeding against the Company or its property in the courts of any other jurisdiction which Holder deems necessary or appropriate in order to otherwise enforce its rights against the Company or its property. THE COMPANY WAIVES THE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, AND ANY RIGHT THE COMPANY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT HEREUNDER.

7.14 CONSENT TO JURISDICTION. The Company hereby submits to the jurisdiction of (a) the state courts of Orange County, California, or (b) the United States District Court for the Central District of California for the purposes of any suit, action or other proceeding relating to this Note.

7.15 NOTICES, ETC. All notices and other communications under this Note shall be in writing and shall be personally delivered or sent by prepaid courier, by overnight, registered or certified mail (postage prepaid), or by prepaid telex or telecopy, and shall be deemed given when received by the intended recipient thereof. Unless otherwise specified in a notice sent or delivered in accordance with this Section, all notices and other communications shall be given to the parties hereto as follows:

If to the Company, to it at:

4 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Facsimile: (714) 250-6917

If to the Holder, to it at:

1 First American Way

Santa Ana, CA 92707

Attn: General Counsel

Facsimile: (714) 250-3325

7.16 COMPLETE AGREEMENT. This Note is intended by the Company as a final expression of its agreement regarding the subject matter hereof and contains a complete and exclusive statement of the terms and conditions of such agreement.

7.17 LIMITATION OF LIABILITY, ETC; CERTAIN WAIVERS. No claim shall be made by the Company against the Holder or the affiliates, directors, officers, employees or agents of the Holder for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or under any other theory of liability arising out of or related to the transactions contemplated by this Note, or any act, omission or event occurring in connection therewith; and the Company, on behalf of itself and its subsidiaries, waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. The Company expressly waives any presentment, demand, protest, notice of dishonor or any other notice of any kind in connection with this Note now or hereafter required by law.


THE FIRST AMERICAN CORPORATION

By:		/s/ Anand Nallathambi
Name:		Anand Nallathambi
Title:		Executive Vice President


SCHEDULE I

Interest Rate					6.52%
Payment				$	876,583.49

	Payment	Principal	Interest		Amount
					19,900,000
7/1/2010	876,583	552,213	324,370		19,347,787
10/1/2010	876,583	561,215	315,369		18,786,572
1/1/2011	876,583	570,362	306,221		18,216,210
4/1/2011	876,583	579,659	296,924		17,636,550
7/1/2011	876,583	589,108	287,476		17,047,443
10/1/2011	876,583	598,710	277,873		16,448,732
1/1/2012	876,583	608,469	268,114		15,840,263
4/1/2012	876,583	618,387	258,196		15,221,876
7/1/2012	876,583	628,467	248,117		14,593,409
10/1/2012	876,583	638,711	237,873		13,954,698
1/1/2013	876,583	649,122	227,462		13,305,576
4/1/2013	876,583	659,703	216,881		12,645,874
7/1/2013	876,583	670,456	206,128		11,975,418
10/1/2013	876,583	681,384	195,199		11,294,034
1/1/2014	876,583	692,491	184,093		10,601,543
4/1/2014	876,583	703,778	172,805		9,897,765
7/1/2014	876,583	715,250	161,334		9,182,515
10/1/2014	876,583	726,909	149,675		8,455,606
1/1/2015	876,583	738,757	137,826		7,716,849
4/1/2015	876,583	750,799	125,785		6,966,050
7/1/2015	876,583	763,037	113,547		6,203,013
10/1/2015	876,583	775,474	101,109		5,427,539
1/1/2016	876,583	788,115	88,469		4,639,424
4/1/2016	876,583	800,961	75,623		3,838,463
7/1/2016	876,583	814,017	62,567		3,024,447
10/1/2016	876,583	827,285	49,298		2,197,162
1/1/2017	876,583	840,770	35,814		1,356,392
4/1/2017	876,583	854,474	22,109		501,918
5/31/2010	501,918

Exhibit 10.4

The First American Financial Corporation

Executive Supplemental Benefit Plan

Amended and Restated Effective

as of June 1, 2010

Contents


	Article 1. Introduction	1
1.1	Background and History	1
1.2	Purpose of the Plan	1
1.3	Gender and Number	1

	Article 2. Definitions	2
2.1	Affiliate	2
2.2	Annuity Starting Date	2
2.3	Basic Plan	2
2.4	Beneficiary	2
2.5	Board of Directors	3
2.6	Change of Control	3
2.7	Code	3
2.8	Committee	3
2.9	Company	3
2.10	Competing Business	3
2.11	Competition	4
2.12	Covered Compensation	4
2.13	Deferred Retirement Date	4
2.14	Disabled	5
2.15	Early Retirement Date	5
2.16	Employee	5
2.17	Employer	5
2.18	ERISA	5
2.19	Executive	5
2.20	Final Average Compensation	6
2.21	Good Cause	6
2.22	Hours of Service	6
2.23	In Pay Status	7
2.24	Incumbent Directors	7
2.25	Joint and Survivor Annuity	7
2.26	Management Plan	8
2.27	Normal Retirement Date	8
2.28	Person	8
2.29	Plan	8
2.30	Pre-Retirement Death Benefit	8


2.31	Retirement Income Benefit	8
2.32	Separation from Service	9
2.33	Specified Employee	9
2.34	Spouse	10
2.35	Surviving Spouse	10
2.36	Years of Credited Service	10

	Article 3. Retirement Income Benefits	11
3.1	Eligibility to Participate	11
3.2	Normal Retirement	11
3.3	Early Retirement	12
3.4	Disabled Executive	12
3.5	Six-Month Delay for Specified Employees	12
3.6	Rehired Executive Not In Pay Status	13
3.7	Rehired Executive In Pay Status	13

	Article 4. Pre-Retirement Death Benefit	14

	Article 5. Vesting of Benefits	15
5.1	General Rule	15
5.2	Change of Control	15
5.3	Forfeiture in the Event of Competition	15

	Article 6. Funding of Benefits	17

	Article 7. Plan Administration	19
7.1	Committee	19
7.2	Operation of the Committee	19
7.3	Agents	20
7.4	Compensation and Expenses	20
7.5	Committee’s Powers and Duties	20
7.6	Committee’s Decisions Conclusive/Exclusive Benefit	21
7.7	Indemnity	21
7.8	Insurance	23
7.9	Notices	23
7.10	Data	23
7.11	Claims Procedure	24
7.12	Effect of a Mistake	26

	Article 8. Amendment and Termination	27
8.1	Amendment and Termination Generally	27
8.2	Amendment and Termination Following a Change of Control	27

	Article 9. Miscellaneous	28
9.1	No Enlargement of Employee Rights	28
9.2	Benefit Agreement	28


9.3	Exclusion for Suicide or Self-Inflicted Injury	28
9.4	Leave of Absence	28
9.5	Termination for Good Cause	28
9.6	Monthly Payments	28
9.7	Actuarial Equivalence	29
9.8	Withholding	29
9.9	No Examination or Accounting	29
9.10	Records Conclusive	29
9.11	Section 409A	29
9.12	Service of Legal Process	29
9.13	Governing Law	29
9.14	Severability	29
9.15	Missing Persons	30
9.16	Facility of Payment	30
9.17	General Restrictions Against Alienation	30
9.18	Counterparts	31
9.19	Effect of Amendment on Vested Executives	31
9.20	Assignment	31

iii

Article 1. Introduction

1.1

Background and History

The First American Financial Corporation Executive Supplemental Benefit Plan was established by the Board of Directors of The First American Corporation (“FAC”) , effective as of July 1, 1985. The Plan was amended and restated, effective November 1, 2007, to comply with final regulations under Code section 409A. The Plan was again amended and restated, effective as of January 1, 2009, to amend and clarify certain Plan provisions and to clarify compliance with certain aspects of the final regulations under Code section 409A.

On June 1, 2010, FAC transferred sponsorship and administration of the Plan to the First American Financial Corporation (the “Company”). As a part of this transfer, the Company assumed the liabilities under the portion of the Plan covering the Company’s employees and former employees and FAC remained responsible for liabilities under the portion of the Plan relating to FAC employees and former FAC employees.

The Company is now restating the Plan to incorporate prior amendments and to reflect that it is the sole sponsor thereof, effective as of June 1, 2010 (“Effective Date”). The provisions of this Plan are intended to govern the benefits payable to a Participant under this Plan both before and after June 1, 2010.

The adoption of this Plan is not intended to grant additional benefits to the Plan Participants hereof, rather, is intended to be consistent with the historical practice of the Plan. Accordingly, all elections by Company employees and former employees that were in effect under the terms of the Plan immediately prior to June 1, 2010, shall continue in effect from and after such date until a new election that by its terms supersedes the prior election is made by such Company employee or former employee in accordance with the terms of the Plan and consistent with the provisions of Code Section 409A to the extent applicable. As a result thereof, nothing herein is intended to constitute a “material modification” (within the meaning of Code Section 409A) of the Plan.

1.2

Purpose of the Plan

The Plan is designed to provide supplemental retirement income and death benefits for certain Executives.

1.3

Gender and Number

Except as otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number.

Article 2. Definitions

The following definitions, set forth in alphabetical order, are used throughout the Plan and have the meaning set forth below.

2.1

Affiliate

“Affiliate” means

(a)	Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);

(b)	Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and

(c)	Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).

For purposes of this Plan, however, the term “Affiliate” shall be interpreted such that the phrase “at least 50 percent” will be substituted for the phrase “at least 80 percent” in each place that it appears in Code section 1563. Additionally, an entity shall be an Affiliate only during the period when the entity has the required relationship, under this Plan section 2.1, with the Company.

2.2

Annuity Starting Date

“Annuity Starting Date” means the first day of the first period for which an amount is paid as an annuity.

2.3

Basic Plan

“Basic Plan” means The First American Financial Corporation Pension Plan, a defined benefit pension plan qualified under Code section 401(a), as amended from time to time.

2.4

Beneficiary

“Beneficiary” means the person, persons or entity designated in writing by the Executive on forms provided by the Company to receive the Pre-Retirement Death Benefit set forth under Article 4 of the Plan in the event of the Executive’s death. An Executive may change the designated Beneficiary from time to time by filing a new written designation with the Company, and such designation shall be effective upon receipt by the Company, provided that the Company has determined that such change in Beneficiary will not result in an “impermissible acceleration” under Code section 409A. If the Company determines that such change in Beneficiary will result in an “impermissible acceleration,” such intended change will be null and void and the Beneficiary on file prior to such intended change (if any) shall remain the Beneficiary. If an Executive has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of the Executive’s death, the Pre-Retirement Death Benefit payable under the Plan shall be paid to the Executive’s Spouse, if then living, and if the Executive’s Spouse is not then living, to the Executive’s estate.

2.5

Board of Directors

“Board of Directors” means the Board of Directors of the Company.

2.6

Change of Control

“Change of Control” means the occurrence of any of the following:

(a)

The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the then outstanding securities of the Company.

(b)	A change in the composition of the Board of Directors occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or

(c)	Any other event constituting a change in control required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by reason of the acquisition of Company securities by the Company, any entity controlled by the Company or any plan sponsored by the Company which is qualified under Code section 401(a) or by reason of the acquisition of Company securities (either directly or indirectly as a result of a merger, consolidation or otherwise) in a transaction approved by the Incumbent Directors.

2.7

Code

“Code” means the Internal Revenue Code of 1986, as amended.

2.8

Committee

“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 in accordance with Article 7 of the Plan.

2.9

Company

“Company” means The First American Financial Corporation.

2.10

Competing Business

“Competing Business” means any individual (including the Executive), person, sole proprietorship, joint venture, partnership, corporation, limited liability company, business entity, trust or other entity that competes with, or will compete with, the Company or an Affiliate in any locality worldwide. A Competing Business includes, without limitation, any start-up or other entity in formation.

2.11

Competition

“Competition” means 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 in Article 5) in or with a Competing Business;

(b)	The misappropriation, sale, transfer, use or disclosure of trade secrets, or confidential or proprietary information of the Company or an Affiliate;

(c)

Any action or attempt by the Executive, directly or indirectly, either for himself 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 Company or an Affiliate, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Company or an Affiliate; or

(d)

Any action or attempt by the Executive, directly or indirectly, either for himself or for any other person or entity, to solicit or induce any customer or potential customer of the Company or an Affiliate to cease or not commence doing business, in whole or in part, with or through the Company or an Affiliate, or to do business with any other person, firm, partnership, corporation or any Competing Business.

2.12

Covered Compensation

“Covered Compensation” means base salary, cash bonus, sales commissions, similar commission-based remuneration and equity-based compensation explicitly designated as Covered Compensation or explicitly designated as compensation for past performance. “Covered Compensation” excludes any other form of remuneration, including, but not limited to, equity compensation awarded to incentivize future performance, relocation expenses and bonuses, earn-outs and other acquisition-related consideration, car allowances and perquisites. Except as otherwise provided by the Committee, “Covered Compensation” also excludes any payments made in connection with a Separation from Service, including, but not limited to, any bonus paid to an Executive in connection with his Separation from Service during a calendar year in which such Executive has already received a performance bonus. 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. Covered Compensation shall for all purposes be deemed paid in the year in which it is actually paid.

2.13

Deferred Retirement Date

“Deferred Retirement Date” means the date on which an Executive who is actively employed by the Company or an Affiliate incurs a Separation from Service following attainment of his Normal Retirement Date.

2.14

Disabled

“Disabled” means an Executive who is, in the determination of the Committee, unable to perform substantially all of the material duties of one’s regular position because of a bodily injury sustained or disease originating after the date of such person’s designation as an Executive under this Plan. Notwithstanding the foregoing:

(a)

After an Executive has been Disabled as defined above for a period of 24 continuous months, the Executive 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

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

2.15

Early Retirement Date

“Early Retirement Date” means the later of an Executive’s

(a)	55 ^th birthday;

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

(c)	Completion of 5 years as an Executive under the Plan and/or the Management Plan (which requirement may be waived unilaterally only by the Board of Directors or the Committee).

2.16

Employee

“Employee” means any person who is employed by the Company or Affiliate and who is classified as a common-law Employee in the employment records of the Company or an Affiliate (other than a leased employee within the meaning of Code section 414(n)(2)).

2.17

Employer

“Employer” means the Company and any Affiliate.

2.18

ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.19

Executive

“Executive” means a key management or key highly compensated employee of the Employer who has been specifically designated by the Board of Directors or the Committee, or the designee of either, as eligible to participate in this Plan, as evidenced by execution by the Executive of the benefit agreement contemplated by Plan section 9.2.

2.20

Final Average Compensation

“Final Average Compensation” means the Executive’s average one-year Covered Compensation for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year in which the Executive has a Separation from Service.

2.21

Good Cause

“Good Cause” means, with respect to an Employee’s Separation from Service with his Employer, a termination for:

(a)	Employee’s breach of any fiduciary duty to Employer;

(b)	Employee’s failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees;

(c)	Employee’s gross incompetence in the performance of Employee’s job duties;

(d)	Commission by Employee of any criminal or fraudulent acts against Employer;

(e)	The failure of Employee to perform duties consistent with a commercially reasonable standard of care;

(f)	Employee’s failure or refusal to perform Employee’s job duties; or

(g)	Any gross or willful conduct of Employee resulting in loss to Employer or any other Affiliate of the Company, or damage to the reputation of Employer or any other Affiliate of the Company.

2.22

Hours of Service

“Hours of Service” means:

(a)	Each hour for which an Executive is paid or entitled to payment by the Company or an Affiliate for the performance of duties.

(b)

Each hour for which an Executive is paid or entitled to payment by the Company or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability) layoff, jury duty, or leave of absence.

(c)	Each hour for which back pay (irrespective of mitigation of damages) for an Executive is either awarded or agreed to by the Company or an Affiliate, with no duplication of credit for hours under subsections (a) or (b) and this subsection.

(d)	Each hour credited pursuant to applicable ERISA regulations for unpaid periods of absence for service in the United States armed forces or Public Health Service during which an Executive’s reemployment rights are guaranteed by law, provided that the

Executive is reemployed by the Company or an Affiliate within the time limits prescribed by such law.

Notwithstanding the foregoing, no more than 501 Hours of Service shall be credited to an Executive on account of any single continuous period during which the Executive performs no duties.

To the extent a record of an Executive’s hours of employment is not maintained by the Company or an Affiliate, the Executive shall be credited with 10 Hours of Service for each day for which the Executive would be required to be credited with at least one Hour of Service.

All Hours of Service shall be determined and credited to computation periods in accordance with reasonable standards and policies consistent with United States Department of Labor Regulations sections 2530.200b-2(b) and (c).

Notwithstanding anything herein to the contrary, each Hour of Service credited to an Executive under any previous version of the Plan, shall be credited to the Executive under this Plan.

2.23

In Pay Status

“In Pay Status” means, with respect to a benefit, that an Executive 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 Executive or Beneficiary. No benefit can be paid under this Plan unless the Executive has incurred a Separation from Service.

2.24

Incumbent Directors

“Incumbent Directors” means directors who either are:

(a)	Directors of the Company as of November 1, 2007; or

(b)

Elected, or nominated for election, to the Board of Directors with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination (but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

2.25

Joint and Survivor Annuity

“Joint and Survivor Annuity” means an annuity that provides equal monthly payments for the life of the Executive and, after his death, a reduced annuity (“survivor annuity”) for the life of the Executive’s Surviving Spouse, if any. The monthly payment under the survivor annuity to a Surviving Spouse shall be equal to 50% of the amount of the monthly payment made to the Executive during their joint lives if the Surviving Spouse is not more than five years younger, or is older, than the Executive at the time benefits begin. If the Surviving Spouse is more than five years younger than the Executive, the survivor annuity will be determined with reference to the actual age of the Surviving Spouse at the time benefits begin and will be reduced to produce the

actuarial equivalent of a 50% survivor annuity for a Surviving Spouse who is five years younger than the Executive.

If the Executive is not married at the time that Plan benefits commence, the Joint and Survivor Annuity means an annuity providing equal monthly payments for the lifetime of the Executive with no survivor benefits.

2.26

Management Plan

“Management Plan” means The First American Management Supplemental Benefit Plan.

2.27

Normal Retirement Date

“Normal Retirement Date” means the last day of the month coinciding with or next following the later of an Executive’s:

(a)	62 ^nd birthday;

(b)	Completion of 10 Years of Credited Service (which requirement may be waived unilaterally only by the Board of Directors or the Committee); or

(c)	Completion of 5 years as an Executive under the Plan and/or the Management Plan (which requirement may be waived unilaterally only by the Board of Directors or the Committee).

2.28

Person

“Person” means any individual, partnership, joint venture, association, joint company, corporation, trust, limited liability company, unincorporated organization, a group, a government or other department, agency or political subdivision thereof or any other person or entity as contemplated by the Exchange Act.

2.29

Plan

“Plan” means The First American Financial Corporation Executive Supplemental Benefit Plan. The Plan was originally named The First American Financial Corporation Executive Supplemental Benefit Plan and took its current name effective as of May 12, 2000, to reflect the change in the name of the Company.

2.30

Pre-Retirement Death Benefit

“Pre-Retirement Death Benefit” means the benefit payable, as set forth in Article 4, to the Beneficiary of an Executive who dies prior to the commencement of his Retirement Income Benefit.

2.31

Retirement Income Benefit

“Retirement Income Benefit” means 1/12 of the benefit described in Article 3 payable as a monthly annuity.

2.32

Separation from Service

“Separation from Service” means the date on which an Executive who ceases to be an Employee or otherwise separates from the service of the Company or an Affiliate on account of the Executive’s retirement, death or other termination of employment. Whether or not an Executive has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Executive and the Company (or Affiliate) that the Executive will perform no future services for the Company or an Affiliate whether as an Employee, as a contractor or in any other capacity. For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Executive transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group. For this purpose, controlled group membership will include the Company and all Affiliates.

Notwithstanding the foregoing, the Plan will treat an anticipated permanent reduction in the level of bona fide services provided by the Executive to the Company or an Affiliate as a Separation from Service provided that it is reasonable for the Company or the Affiliate to anticipate that the Executive’s reduced level of bona fide services will not exceed 49 percent of the average level of bona fide services provided by such Executive within the immediately preceding applicable 36 months within the meaning of Treasury Regulations section 1.409A-1(h)(1)(ii).

The commencement of the Retirement Income Benefit, described in Article 3 and subject to the six-month payment delay set forth at Plan section 3.5, will be deemed to be on account of the Executive’s Separation from Service provided that the Retirement Income Benefit commences no later than the end of the calendar year in which the Separation from Service occurs or, if later, within 2 ¹ / 2 months following such Separation from Service provided that the Executive cannot designate the taxable period in which such Retirement Income Benefit shall commence.

2.33

Specified Employee

“Specified Employee” means an Executive qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5)) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):

(a)	The Executive is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);

(b)	The Executive is a five-percent owner; or

(c)	The Executive is a one-percent owner and has annual compensation in excess of $150,000.

purpose of applying the “one-percent” and “five-percent” ownership rules, ownership is determined with respect to the entity for which the Employee provides services. The Code’s controlled and affiliated service group rules do not apply when determining an Executive’s ownership interests. Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise.

For purposes of making its annual Specified Employee determination, the Company shall consider compensation treated as recognizable pay under the definition of pay commonly referred to as “general Code section 415 pay.”

Notwithstanding the above, the Company may (but is not required to) adopt an alternative method for identifying Specified Employees, provided such method satisfies the requirements set forth at Treasury Regulations section 1.409A-1(i)(5).

2.34

Spouse

“Spouse” means with respect to an Executive, a person of the opposite sex from the Executive, who is the Executive’s husband or wife (as applicable) under applicable state law to whom the Executive has been legally married during the 12-month period immediately preceding the Executive’s date of death, if such death is earlier than the Executive’s Early, Normal or Deferred Retirement Date, or the person to whom the Executive is married as of his Annuity Starting Date. No individual, including an individual of the opposite sex, shall be the Spouse of an Executive on account of the fact that the individual is registered as the domestic partner of the Executive under state law, even if state law provides that the domestic partners shall have the same rights, protections, and benefits, under state law, as married persons. No individual shall be the Spouse of an Executive unless the person would be treated as the “Spouse” of the Executive under 1 USC section 7 (relating to the definition of a “Spouse” for purposes of federal law, as added by the Defense of Marriage Act).

2.35

Surviving Spouse

“Surviving Spouse” means the Spouse of a deceased Executive who was the Spouse to whom the Executive was married at the time that Plan benefits commenced and who is living at the time of the Executive’s death after benefit commencement.

2.36

Years of Credited Service

“Year of Credited Service” means years of benefit service as defined in Article 3 of the Basic Plan, but without regard to the Basic Plan’s freezing of Benefit Service as of April 30, 2008. In making this determination, however, the provisions of Plan section 9.4 relating to leaves of absence shall control over any contrary provisions in the Basic Plan.

Article 3. Retirement Income Benefits

3.1

Eligibility to Participate

Subject to Plan section 5.2, each Executive who either:

(a)	Reaches his Normal Retirement Date while an Executive employed by an Employer and retires on or after such date; or

(b)	Retires on or after his Early Retirement Date but prior to reaching Normal Retirement Date,

shall be eligible to receive a Retirement Income Benefit under this Plan upon the Executive’s Separation from Service.

(c) Notwithstanding anything in the Plan to the contrary, if the Board of Directors or its designee so authorizes, an Executive may be employed as a dual employee of the Company and FAC. In such event, such Executive shall only be eligible to receive a Retirement Income Benefit under this Plan upon such Executive’s Separation from Service.

In the event of such authorized dual employment, upon such Executive’s Separation from Service, to the extent that such Executive’s Final Average Compensation covers the period of dual employment in question, such Executive’s benefit shall include only that Covered Compensation attributable to service performed for that Employer. Furthermore, only one-half of Covered Compensation attributable to periods of service with the Company prior to the Effective Date shall be treated as Covered Compensation for purposes of the Plan. For the avoidance of doubt, Covered Compensation allocable to periods prior to FAC’s spin-off of its financial services businesses, consisting primarily of its title insurance and specialty insurance reporting segments, to FinCo, shall be allocated equally between this Plan and to a plan substantially similar to the Plan sponsored by FAC.

3.2

Normal Retirement

Subject to Plan section 3.5 and to the Executive’s execution of (1) a separation agreement within sixty (60) days following his Separation from Service and (2) annual written certification within thirty (30) days following the end of each year that he is not in Competition with the Company or any Affiliate, each in the form prescribed by the Committee or its designee, an Executive who incurs a Separation from Service (subject to Article 4 if such Separation from Service is as a result of a death) on or after his Normal Retirement Date shall be entitled to a Retirement Income Benefit equal to 15% of his Final Average Compensation and payable in the form of a Joint and Survivor Annuity commencing on the last day of the month following the month in which the Executive’s Separation from Service occurs.

Notwithstanding the foregoing, an Executive’s Retirement Income Benefit shall be reduced by the amount of any payments that are required to be made to a Spouse, former Spouse, child, or other dependant pursuant to:

(a)	A valid state domestic relations order that is a judgment, decree, or order under state community property or domestic relations law and that relates to the provision of child support, alimony, or marital property rights of an Executive’s Spouse, child or other dependent; or

(b)	In the event of a divorce and after the divorce decree has been issued, a property settlement signed by the Executive, the Executive’s former Spouse, and any other individual named within the agreement to receive Plan funds.

3.3

Early Retirement

Subject to Plan section 3.5 and to the Executive’s execution of (1) a separation agreement within sixty (60) days following his Separation from Service and (2) annual written certification within thirty (30) days following the end of each year that he is not in Competition with the Company, or any Affiliate, each in the form prescribed by the Committee or its designee, an Executive who incurs a Separation from Service 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 the Executive’s Separation from Service occurs equal to:

(a)	The Retirement Income Benefit that the Executive would have received under Plan section 3.2 above had his date of Separation from Service been on or after the Executive’s Normal Retirement Date;

(b)	Reduced by the product of 5.952% and the number of years (rounded up) by which the Executive’s Separation from Service precedes his Normal Retirement Date.

3.4

Disabled Executive

A Disabled Executive shall be deemed to be an Executive during the period of his Disability and shall continue to be eligible for early retirement benefits under Plan section 3.3, normal retirement benefits under Plan section 3.2 and a Pre-Retirement Death Benefit under Article 4, and shall be credited with Years of Credited Service for such period regardless of the nonperformance of services for the Company or an Affiliate. A Disabled Executive’s benefit payments, if any, under this Plan will commence to a vested Executive only upon his Separation from Service. For avoidance of doubt, if an Executive is receiving benefits that are affected in any manner as a result of being a Disabled Executive, then the period used to calculate such Executive’s “Final Average Compensation” means the Executive’s average one-year Covered Compensation for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year in which the Executive has a Separation from Service and shall not include any year during which the Executive is Disabled or is otherwise being credited with Years of Credited Service while not serving as an employee of an Employer.

3.5

Six-Month Delay for Specified Employees

If an Executive is determined by the Committee to be a Specified Employee, payment of the Executive’s Retirement Income Benefit will not commence prior to the last day of the month following the six-month anniversary of the Executive’s Separation from Service. Additionally,

an Executive must notify the Company to affirm whether or not he is a Specified Employee by virtue of the one-percent and five-percent ownership thresholds set forth at Treasury Regulations section 1.409A-1(i) and the Company will not be responsible for any consequences to the Executive as a result of Executive’s failure to so notify the Company. If an Executive’s normal, early or deferred Retirement Income Benefit is subject to this six-month delay, the Executive will be entitled to receive a one-time lump sum payment equal to the annuity payments delayed by the above six-month delay. The above six-month delay will not apply for determining when survivor benefits to a Beneficiary may commence in the event of an Executive’s death.

3.6

Rehired Executive Not In Pay Status

An Executive who has a Separation from Service before he is In Pay Status and subsequently is re-employed by the Company or an Affiliate shall not resume his status as an Executive unless approved by the Committee.

3.7

Rehired Executive In Pay Status

An Executive who is In Pay Status following a Separation from Service and is subsequently re-employed by the Company or an Affiliate shall remain In Pay Status.

Article 4. Pre-Retirement Death Benefit

The Beneficiary of an Executive who dies:

(a)	While an Executive, or

(b)	After Separation from Service with a vested Retirement Income Benefit, but prior to commencement of payment of his Retirement Income Benefit,

shall be entitled to receive a Pre-Retirement Death Benefit consisting of 10 annual amounts, each equal to 50% of the Executive’s Final Average Compensation, commencing as soon as practicable after the Executive’s death, including following the death of an Executive who is also a Specified Employee. Commencement of the Beneficiary’s Pre-Retirement Death Benefit will begin in the same calendar year as the Executive’s death, or, to the extent distribution in the same calendar year is not administratively practicable, then in no event more than 2 ¹ / 2 months into the next successive calendar year.

Article 5. Vesting of Benefits

5.1

General Rule

An Executive will be 100% vested in his Retirement Income Benefit if he is an Executive on or after attaining his Early Retirement Date or Normal Retirement Date and will be 100% vested in his Pre-Retirement Death Benefit if he dies while an Executive.

5.2

Change of Control

(a)

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

(b)

Notwithstanding any other provision of the Plan and subject to Plan section 3.5, an Executive who incurs a Separation from Service after a Change of Control 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 such Separation from Service equal to the Retirement Income Benefit that the Executive would have been entitled to receive under Plan section 3.2 as if he had attained his Normal Retirement Date on the date of the Executive’s Separation from Service.

5.3

Forfeiture in the Event of Competition

(a)

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 Company or an Affiliate on or after September 1, 2005, such Executive and his Beneficiary shall forfeit all right, title and interest in and to any benefits payable under the Plan.

(b)

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 Company or an Affiliate on or after September 1, 2005, such Executive and his Beneficiary shall not be entitled to receive the Retirement Income Benefit described in Plan section 3.2 or the Pre-Retirement Death Benefit described in Article 4 and shall not accrue any additional benefits pursuant to the terms of the Plan on or after September 1, 2005, and shall only be entitled to those benefits that the Executive would have been entitled to had he incurred a Separation from Service on September 1, 2005.

(c)

“Involvement” means the Executive’s relationship with, or provision of services to or for, a Competing Business in any manner whatsoever, directly or indirectly, including, without limitation, as a shareholder, member, partner, director, officer, manager, investor, organizer, founder, employee, consultant, advisor, independent contractor, owner, trustee, beneficiary, co-venturer, lender, distributor or agent, or in any other capacity. The ownership of less than a 2% equity or debt interest in a corporation whose equity securities are publicly traded in a recognized stock exchange or traded in the over-the-

counter market shall not be deemed Involvement with a Competing Business under this Plan, even though the corporation may be a competitor of the Company or an Affiliate.

(d)	Nothing in this Plan section 5.3 restrains an Executive in any way from engaging in any lawful profession, trade or business of any kind. Rather, this Plan section 5.3 provides for a forfeiture of certain benefits in the event of Competition with the Company or an Affiliate.

Article 6. Funding of Benefits

The Plan shall be unfunded. All benefits payable under the Plan shall be paid from the Company’s general assets, and nothing contained in the Plan shall require the Company to set aside or hold in trust any funds for the benefit of an Executive or his Beneficiary, who shall have the status of a general unsecured creditor with respect to the Company’s obligation to make payments under the Plan. Any funds of the Company available to pay benefits under the Plan shall be subject to the claims of general creditors of the Company and may be used for any purpose by the Company.

Notwithstanding anything herein to the contrary, if the Board of Directors or its designee so authorizes, an Affiliate of the Company may be designated as a “Participating Company” (as defined below). Such Participating Company and its Subsidiaries shall be treated under the Plan in the same manner as an Affiliate of the Company; provided, however, that all benefits payable under the Plan to Employees of such Participating Company and its Subsidiaries shall be paid from the general assets of that Participating Company, rather than from the general assets of the Company, unless the Committee or its designee determines in its sole discretion that the Company shall pay such benefits.

As an express condition of its of adoption of the Plan, each Participating Company agrees to each of the following conditions:

(a)	The Participating Company is bound by the terms and conditions of the Plan as the Company or the Committee may reasonably require;

(b)	The Participating Company must comply with all requirements and employee benefit rules of the Code, ERISA and applicable regulations for nonqualified retirement plans;

(c)	The Participating Company acknowledges the authority of the Company and the Committee to review the Participating Company’s compliance with the Plan procedures and to require changes in such procedures as the Company and the Committee may reasonably deem appropriate;

(d)	The Participating Company authorizes the Company and the Committee to act on its behalf with respect to matters pertaining to the Plan, including making any and all Plan amendments;

(e)	The Participating Company will cooperate fully with Plan officials and agents by providing information and taking actions as directed by the Committee or the Company so as to allow for the efficient administration of the Plan; and

(f)	The Participating Company’s status as a Participating Company is expressly conditioned on its being and continuing to be an Affiliate of the Company.

For purposes of the Plan, “Participating Company” shall mean an Affiliate whose governing body, with the approval of the Board of Directors or its designee, adopts the Plan for certain of its employees.”

In addition, for purposes of the Plan, “Subsidiary” shall mean, with respect to a Participating Company:

Any entity or organization that, together with the Participating Company, is part of a controlled group of corporations, within the meaning of Code sections 414(b) and 1563(a)(1); provided, however, that for purposes of this definition, the term “Subsidiary” shall be interpreted such that the phrase “at least 50 percent” will be substituted for the phrase “at least 80 percent” in each place that it appears in Code section 1563. Additionally, an entity shall be a Subsidiary only during the period when the entity has the required relationship, as described herein, with the Participating Company.

Article 7. Plan Administration

7.1

Committee

(a)	Except as otherwise provided in the Plan, the Committee shall be the administrator of the Plan, within the meaning of ERISA section 3(16)(A). The Committee shall generally administer the Plan.

(b)	The Committee may be composed of as many members as the Board of Directors may appoint in writing from time to time. The Board of Directors may also delegate to another person the power to appoint and remove members of the Committee.

(c)	The Company by action of an officer or the Chairperson of the Committee, or if there is no Chairperson, then by unanimous consent of the members of the Committee, may appoint Committee members from time to time. Members of the Committee may, but need not, be Employees.

(d)

A member of the Committee may resign by delivering his written resignation to the Committee. The resignation shall be effective as of the date it is received by the Committee or such other later date as is specified in the resignation notice. A Committee member may be removed at any time and for any reason by the Company by action of any of its officers, the Chairman of the Committee, or by unanimous consent of the remaining members of the Committee. Any Employee appointed to the Committee shall automatically cease to be a member of the Committee, effective on the date that he ceases to be an Employee, unless the Chairman of the Committee, an officer of the Company, or all of the Committee members unanimously specify otherwise in writing.

7.2

Operation of the Committee

(a)

A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted and other actions taken by the Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon the concurrence of all of the members in office at the time, action by the Committee may be taken otherwise than at a meeting.

(b)	The members of the Committee may elect one of their members as Chair and may elect a Secretary who may, but need not, be a member of the Committee.

(c)	The members of the Committee may authorize one or more of their members or any agent to execute or deliver any instrument or instruments on their behalf. The members of the Committee may allocate any of the Committee’s powers and duties among individual members of the Committee.

(d)	The Committee may appoint one or more subcommittees and delegate any of its discretionary authority and such of its powers and duties, as it deems desirable to any such subcommittee. The members of any such subcommittee shall consist of such persons as the Committee may appoint.

(e)	All resolutions, proceedings, acts, and determinations of the Committee, with respect to the administration of the Plan, shall be recorded; and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved by the Committee.

(f)	Subject to the limitations contained in the Plan, the Committee shall be empowered from time to time in its discretion to establish rules for the exercise of the duties imposed upon the Committee under the Plan.

7.3

Agents

(a)

The Board of Directors, the Company, or the Committee may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board of Directors, Company, or the Committee (as applicable) shall be deemed to mean or include the delegated persons as to matters within their jurisdiction.

(b)	The Board of Directors, the Company, or the Committee may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.

(c)	The Board of Directors, the Company, or the Committee may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses therefore paid, as provided in Plan section 7.4.

7.4

Compensation and Expenses

(a)	A member of the Committee shall serve without compensation for services as a member. Any member of the Committee may receive reimbursement of expenses properly and actually incurred in connection with his services as a member of the Committee, as provided in this Article 7.

(b)	All expenses of administering the Plan shall be paid by the Company.

7.5

Committee’s Powers and Duties

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor duties, powers or functions ( e.g., the right to amend and terminate the Plan) and except as otherwise provided in the Plan, the Committee shall have responsibility for the general administration of the Plan and for carrying out its provisions. The Committee shall have such powers and duties as may be necessary to discharge its functions hereunder, including the following:

(a)	To establish rules, policies, and procedures for administration of the Plan;

(b)	To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;

(c)	To make a determination as to the right of any person to a benefit and the amount thereof;

(d)	To obtain from the Company such information as shall be necessary for the proper administration of the Plan;

(e)	To prepare and distribute information explaining the Plan;

(f)	To keep all records necessary for the operation and administration of the Plan;

(g)	To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and

(h)	To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Committee.

7.6

Committee’s Decisions Conclusive/Exclusive Benefit

The Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the Plan and to resolve all questions arising thereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA shall in all cases control. Benefits under this Plan will be paid only if the Committee decides in its discretion that the Executive, Surviving Spouse or Beneficiary is entitled to them. The Committee shall endeavor to act in such a way as not to discriminate in favor of any class of Executives or other persons. Any and all disputes with respect to the Plan that may arise involving Executives will be referred to the Committee, and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all persons, including, without limitation, Executives, and any and all other persons having, or claiming to have, any interest in or under the Plan and shall be given the maximum possible deference allowed by law.

The Committee shall administer the Plan for the exclusive benefit of Executives and their Beneficiaries.

7.7

Indemnity

(a)	The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b).

(1)

The Committee; and

(2)

Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board of Directors who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to

approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.

(b)

The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.

(1)

An Indemnified Person shall be indemnified under this Plan section 7.7 only if he notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.

(A)

An “Appropriate Person” is one or more of the following individuals at the Company:

(i)

The Chief Executive Officer,

(ii)

The Chief Financial Officer, or

(iii)

Its General Counsel.

(B)

The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Plan section 7.7 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.

(2)

An Indemnified Person shall be indemnified under this Plan section 7.7 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests.

(3)

No Indemnified Person, including an Indemnified Person who is a former Employee, shall be indemnified under this Plan section 7.7 unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.

(4)

No Indemnified Person shall be indemnified under this Plan section 7.7 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.

(5)

Payments of any indemnity under this Plan section 7.7 shall only be made from assets of the Company. The provisions of this Plan section 7.7 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 7.7 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.

7.8

Insurance

The Committee may authorize the purchase of insurance to cover any liabilities or losses occurring by reason of the act or omission of any Committee member or its designee. To the extent permitted by law, the Committee may purchase insurance covering any member (or its designee) for any personal liability of such Committee member (or its designee) with respect to any administrative responsibilities under this Plan. Any Committee member (or its designee) may also purchase insurance for his own account covering any personal liability under this Plan.

7.9

Notices

Each Executive shall be responsible for furnishing to the Company his current address. The Executive shall also be responsible for notifying the Company of any change in the above information. If an Executive does not provide the above information to the Company, the Committee may rely on the address of record of the Executive on file with the Company’s personnel office.

All notices or other communications from the Committee to an Executive (who is a current Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered by e-mail to the Executive’s individually designated e-mail address at the Company and all notices or other communications from the Committee to an Executive (who is a former Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered to, or when mailed first-class mail, postage prepaid, and addressed to that person at his address last appearing on the Committee’s records, and the Committee, and the Company shall not be obliged to search for or ascertain his whereabouts.

All notices or other communications from the Executive required or permitted under this Plan shall be provided to the person specified by the Committee, using such procedures as are prescribed by the Committee. The Committee may require that the oral notice or communication be provided by telephoning a specific telephone number and, after calling that telephone number, by following a specified procedure. Any oral notice or oral communication from an Executive that is made in accordance with procedures prescribed by the Committee shall be deemed to have been duly given when all information requested by the person specified by the Committee is provided to such person, in accordance with the specified procedures.

7.10

Data

All persons entitled to benefits from the Plan must furnish to the Committee such documents, evidence, or information, as the Committee considers necessary or desirable for the purpose of

administering the Plan, and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Committee may require before any benefits become payable from the Plan.

7.11

Claims Procedure

All decisions made under the procedure set out in this Plan section 7.11 shall be final, and there shall be no further right of appeal. No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) below.

(a)	The right of an Executive or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person.

(1)

The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.

(2)

Any claim for benefits under the Plan, pursuant to this Plan section 7.11, shall be filed with the Committee no later than three months after the date of the Executive’s Separation from Service. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)

Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 7.11:

(A)

A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 7.11.

(B)

Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.

(C)

A claim that is defective or otherwise fails to follow the procedures of the Plan ( e.g., a claim that is addressed to a party other than the Committee or an oral claim).

(D)

An application or request for benefits under the Plan.

(b)

If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension

within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial

(1)

Shall be written in a manner calculated to be understood by the Claimant; and

(2)

Shall contain

(A)

The specific reasons for denial of the claim;

(B)

Specific reference to the Plan provisions on which the denial is based;

(C)

A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and

(D)

An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(c)

Within 60 days of the receipt by the Claimant of the written denial of his claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b) above), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney–client or work–product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(d)

The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim

(1)

Shall be written in a manner calculated to be understood by the Claimant;

(2)

Shall include specific reasons for the decision;

(3)

Shall contain specific references to the Plan provisions on which the decision is based;

(4)

Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and

(5)

Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(e)

No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) above. In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Committee to a Claimant’s request for review pursuant to subsection (d) above.

7.12

Effect of a Mistake

In the event of a mistake or misstatement as to the eligibility, participation, or service of any Executive or the amount of payments made or to be made to an Executive, the Committee shall, if possible, cause to be withheld or accelerated or otherwise make adjustment of the amounts of payments as will, in its sole judgment, result in the Executive receiving the proper amount of payments under the Plan.

Article 8. Amendment and Termination

8.1

Amendment and Termination Generally

The Plan may be amended or terminated by the Company, acting through its Board of Directors (or the Compensation Committee or other designee of the Board of Directors) at any time. Notwithstanding the preceding sentence, benefits may be distributed to Executives on account of the termination only if:

(a)	The termination does not occur proximate to a downturn in the financial health of the Company;

(b)	All nonqualified defined benefit nonaccount-based retirement plans maintained by the Company and all Affiliates that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;

(c)	No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;

(d)	All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and

(e)	Neither the Company nor any Affiliate establishes a new nonqualified, nonaccount-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.

Such amendment or termination may modify or eliminate any benefits hereunder other than a benefit that is In Pay Status, or the vested portion of a benefit that is not In Pay Status.

8.2

Amendment and Termination Following a Change of Control

Notwithstanding the Company’s general right to amend or terminate the Plan at any time, the Company, including any successor entity to the Company, may not amend or terminate this Plan in any manner following a Change of Control that would adversely affect the rights of an Executive to benefits under this Plan to the extent such rights are vested as of, or as a result of, such Change of Control.

Article 9. Miscellaneous

9.1

No Enlargement of Employee Rights

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of the Company or any Affiliate or to interfere with the right of any of them to discharge or retire any person at any time. No one shall have any right to benefits, except to the extent provided in this Plan.

9.2

Benefit Agreement

The Committee shall provide to each Executive within 60 days of the date the Executive first became an Executive a form of benefit agreement, which shall set forth the Executive’s acceptance of the benefits provided hereunder and his agreement to be bound by the terms of the Plan.

9.3

Exclusion for Suicide or Self-Inflicted Injury

Notwithstanding any other provision of the Plan, no benefits shall be paid to any Executive, or Spouse or Beneficiary in the event of the death of the Executive within two years of the later of the date he first became an Executive or the date he executed the benefit agreement referred to in Plan section 9.2 as the result of suicide or self-inflicted injury.

9.4

Leave of Absence

An Executive who is on an approved leave of absence with salary, or on an approved leave of absence without salary for a period of not more than six months, shall be deemed to be an Executive during such leave of absence. An Executive who is on an approved leave of absence without salary for a period in excess of six months shall be deemed to have voluntarily incurred a Separation from Service as of the end of such six-month period, provided that, based on all relevant facts and circumstances, neither the Executive nor the Company has a reasonable expectation that the Executive will provide future services to the Company or an Affiliate.

9.5

Termination for Good Cause

Notwithstanding any provision herein to the contrary, an Executive whose employment with the Company or an Affiliate is terminated for Good Cause shall not be eligible for any benefit hereunder.

9.6

Monthly Payments

Periodic payments hereunder shall be paid in equal monthly amounts.

9.7

Actuarial Equivalence

Actuarial equivalence hereunder shall be determined using the interest and mortality factors adopted from time to time by the Committee. The initial factors to be used shall be the factors used under the Basic Plan for determining actuarial equivalence.

9.8

Withholding

Benefit payments hereunder shall be subject to applicable federal, state or local withholding for taxes.

9.9

No Examination or Accounting

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the Company, or any Affiliate.

9.10

Records Conclusive

The records of the Company shall be conclusive in respect to all matters involved in the administration of the Plan.

9.11

Section 409A

Notwithstanding any provision of this Plan to the contrary, the Committee shall administer this Plan in a manner designed to comply with Code section 409A and the Committee shall disregard any Plan provision if the Committee determines that application of such Plan provision would subject the Executive to an additional excise tax under Code section 409A(a)(1)(B).

9.12

Service of Legal Process

The members of the Committee (or if there is no such Committee then the Company) are hereby designated as agent(s) of the Plan for the purpose of receiving legal process.

9.13

Governing Law

The Plan shall be construed, administered, and governed in all respects under the applicable laws of the State of California, except to the extent pre-empted by federal law. Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Committee shall administer this Plan in accordance with such change notwithstanding the terms of the Plan pending an amendment to this Plan.

9.14

Severability

If any provision of this Plan is held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining provisions; instead, each provision is fully severable and the Plan will be construed and enforced as if any illegal or invalid provision had never been included.

9.15

Missing Persons

The Committee shall establish rules if the Committee is unable to make payment of a benefit due under the terms of the Plan to an Executive because the whereabouts of the Executive cannot be ascertained.

9.16

Facility of Payment

Every person receiving or claiming benefits under this Plan is presumed to be mentally competent and of age until the date on which the Committee receives a written notice, in a form and manner acceptable to it, that such person is mentally incompetent or a minor, and that a guardian or other person legally vested with the care of such person or his estate has been appointed.

However, if the Committee should find that any person to whom a benefit is payable under this Plan is unable to care for his affairs because of any incompetency or is a minor, any payment due (unless a prior claim shall have been made by a duly appointed legal representative) may be paid to the Spouse, a child, a parent, or a brother or sister, or to any other person or institution that the Committee determines to have incurred expense for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of any liability therefor under the Plan.

If a guardian of the estate or other person legally vested with the care of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such guardian or other person provided that proper proof of appointment and continuing qualification is furnished in a form and manner suitable to the Committee. To the extent permitted by law, such guardian or other person may act for the Executive and make any election required of or permitted by the Executive under this Plan, and such action or election shall be deemed to have been done by the Executive, and benefit payments may be made to such guardian or other person and any such payment shall be a complete discharge of any such liability under the Plan.

9.17

General Restrictions Against Alienation

The interest of any Executive under this Plan shall not in any event be subject to sale, assignment, or transfer, and each Executive is hereby prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest hereunder and is without power to do so; provided, however, that this provision shall not restrict the power or authority of the Committee, in accordance with the applicable provisions of the Plan, to disburse funds to the legally appointed guardian, executor, administrator, or personal representative of any Executive or pursuant to a valid domestic relations order certified and issued by a court of competent jurisdiction.

If any person attempts to take any action contrary to this Plan section 9.17, such action shall be void and the Company may disregard such action and is not in any manner bound thereby, and they shall suffer no liability for any such disregard thereof. If the Committee is notified that any Executive has been adjudicated bankrupt or has purported to anticipate, sell, transfer, assign, or encumber any Plan distribution or payment, voluntarily or involuntarily, the Committee shall

hold or apply such distribution or payment or any part thereof to, or for the benefit of, such Executive in such manner as the Committee finds appropriate.

9.18

Counterparts

This Plan may be executed in any number of counterparts, each of which shall be deemed to be an original. All the counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

9.19

Effect of Amendment on Vested Executives

Any Executive who met the requirements for vesting of his Retirement Income Benefit as of October 31, 2007, shall upon Separation from Service be entitled to receive as his Retirement Income Benefit the greater of

(a)

The Retirement Income Benefit that such Executive would have been entitled to receive under the Plan as it was in effect on October 31, 2007 (which, for the avoidance of doubt, was prior to the amendments affected by the amendment and restatement of the Plan effective November 1, 2007) and as if such Executive had a Separation from Service on October 31, 2007 (but not for purposes of the six-month period described at Plan section 3.5 which shall always be measured from the actual date the Executive experienced a Separation from Service); or

(b)

The Retirement Income Benefit that such Executive is entitled to receive under the Plan (which, for the avoidance of doubt, is the Plan as amended and restated effective November 1, 2007). The amendment and restatement effective November 1, 2007, shall not result in the decrease or increase of any Retirement Income Benefit of any Executive who is In Pay Status or any Pre-Retirement Death Benefit being paid as of October 31, 2007.

9.20

Assignment

The Company shall have the right to assign its obligations under the Plan, either in whole or in part, to any Affiliate of the Company.

In Witness Whereof , an authorized officer of the Company has signed this document on June 1, 2010, but effective as of June 1, 2010, unless otherwise stated herein.


First American Financial Corporation

By:		/s/ Kenneth D. DeGiorgio
Its:		Executive Vice President

Exhibit 10.5

First American Financial Corporation

Deferred Compensation Plan

(Amended and Restated

Effective as of June 1, 2010)

Contents


		Page
Introduction		1
Background and History		1
Restatement of Plan		1
Application of Plan		2

Article 1. Title, Definitions and Construction		3
1.1 Title		3
1.2 Definitions		3
1.3 Gender and Number		10
1.4 Headings		10
1.5 Requirement to Be in “Written Form”		10

Article 2. Participation		11
2.1 Participation		11

Article 3. Deferral Elections		12
3.1 Elections to Defer Compensation		12
3.2 Distribution Elections		13
3.3 Investment Elections		14

Article 4. Participant Accounts and Trust Funding		15
4.1 Participant Accounts		15
4.2 Funding of Trust		15

Article 5. Vesting		17

Article 6. Distributions		18
6.1 Scheduled Distributions		18
6.2 Post-2004 Early Distributions of Pre-2005 Plan Year Balances		18
6.3 Distribution Upon Separation from Service		18
6.4 Death Benefit		18
6.5 Inability to Locate Participant		20
6.6 No Acceleration of Payments		20
6.7 Tax Withholding		21
6.8 Six-Month Delay for Specified Employee		21
6.9 Distributions Upon Unforeseeable Financial Emergency		21

Article 7. Administration		23
7.1 Plan Committee		23
7.2 Operation of the Plan Committee		23

Contents

(Continued)


		Page
7.3 Agents		24
7.4 Compensation and Expenses		24
7.5 Plan Committee’s Powers and Duties		24
7.6 Plan Committee’s Decisions Conclusive/Exclusive Benefit		25
7.7 Indemnity		25
7.8 Insurance		27
7.9 Quarterly Statements and Notices		27
7.10 Data		28
7.11 Claims Procedure		28

Article 8. Adoption And Withdrawal By Participating Companies		31
8.1 Adoption of the Plan		31
8.2 Withdrawal From the Plan		31
8.3 Cessation of Future Contributions		32

Article 9. Amendment and Termination		33
9.1 Amendment and Termination Generally		33
9.2 Amendment and Termination Following a Change of Control		33

Article 10. Miscellaneous		34
10.1 No Enlargement of Employee Rights		34
10.2 Leave of Absence		34
10.3 Withholding		34
10.4 No Examination or Accounting		34
10.5 Records Conclusive		34
10.6 Service of Legal Process		34
10.7 Governing Law		34
10.8 Severability		35
10.9 Facility of Payment		35
10.10 General Restrictions Against Alienation		35
10.11 Excise Tax for Code Section 409A Violations		36
10.12 Counterparts		36
10.13 Assignment		36
Appendix A. The First American Corporation Deferred Compensation
Plan Effective as of January 1, 2000 (“Pre-409A Plan Document”)		37

Introduction

Background and History

Effective as of January 1, 1998, The First American Corporation (“TFAC”) originally established The First American Corporation Deferred Compensation Plan (“Original Plan”). The Original Plan was subsequently amended and restated by TFAC effective as of January 1, 2009 to comply with the requirements of Code section 409A and the guidance issued by the Internal Revenue Service and the U.S. Treasury Department thereunder and to make certain other clarifying or technical amendments to the Original Plan (“A&R Plan”). The A&R Plan has been subsequently amended by TFAC in order to address subsequent legal developments and the current version of the A&R Plan including the subsequent amendments shall be referred to as the “Prior Plan.” On June 1, 2010, The First American Corporation transferred sponsorship and administration of the Prior Plan to the First American Financial Corporation (the “Company”). As a part of this transfer, the Company assumed the liabilities under the portion of the Prior Plan covering the Company’s employees and those individuals identified as the Company’s former employees, and The First American Corporation remained responsible for liabilities under the portion of the Prior Plan relating to those individuals identified as TFAC’s employees and former employees.

In connection with the transfer, certain Participants are considered employees or former employees of both the Company and TFAC. Each company thereafter will assume 50 percent of the liability for past and future benefits under the Plan and TFAC’s deferred compensation plan, respectively, for these dual employees.

Restatement of Plan

The Company is now amending and restating the Prior Plan to incorporate prior amendments and to reflect that it is the sole sponsor thereof, effective as of June 1, 2010 (“Effective Date”), in the form set forth herein (the “Plan”). The provisions of this Plan are intended to govern the benefits allocated and payable to a Participant under this Plan both before and after June 1, 2010, provided, however, that, as set forth below, certain amounts designated as amounts in a “Grandfathered Account” payable under the Plan that were earned and vested on or before December 31, 2004 shall be governed by the Pre-409A Plan Document as set forth in Appendix A.

The Plan is intended to constitute a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees and is intended to meet the exemptions provided in ERISA sections 201(2), 301(a)(3), and 401(a)(1), as well as the requirements of Department of Labor Regulations section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulations.

Plan provisions in effect prior to 2005 are reflected in Appendix A to this Plan and are referenced in this restatement as the Pre-409A Plan Document. Nothing contained in this restatement shall be interpreted as amending or otherwise modifying any provision under the Pre-409A Plan Document. For ease of reference, however, certain provisions in the restated Plan

document other than Appendix A do make reference to or describe Plan provisions in effect prior to 2005.

Application of Plan

Certain amounts, designated as amounts in a “Grandfathered Account” payable under this Plan were earned and vested on or before December 31, 2004. As a result, such amounts are not subject to Code section 409A. Amounts that are earned and vested after December 31, 2004 are subject to Code section 409A. Since January 1, 2005, the Plan has been administered in good-faith compliance with all available Code section 409A guidance, including, but not limited to, proposed regulations issued September 29, 2005 and final regulations issued April 17, 2007. On or after January 1, 2009, the Plan Committee shall administer this Plan in a manner designed to comply with Code section 409A and the Plan Committee shall disregard any Plan provision if the Plan Committee determines that application of such provision would subject the Participant to an additional excise tax under Code section 409(a)(1)(B).

Article 1. Title, Definitions and Construction

1.1 Title

This Plan shall be known as “The First American Financial Corporation Deferred Compensation Plan, Effective as of June 1, 2010.”

1.2 Definitions

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

(a)	“Account” means a Participant’s post-2004 Deferral Account.

(b)	“Affiliate ” means:

(1)

Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);

(2)

Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and

(3)

Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).

(c)

“Base Salary” means a Participant’s annual base salary and all other remuneration for services rendered to a Participating Company, prior to reduction for any salary contributions to a plan established pursuant to Code sections 125 or 401(k), including payments from other non-qualified deferred compensation plans sponsored by a Participating Company, but excluding bonus or other incentive payments or income derived from equity-based compensation.

(d)	“Beneficiary” means the person, persons or entity designated by a Participant to receive the benefits described in this Plan in the event of the Participant’s death.

Each Participant shall designate in writing consistent with Plan section 1.5 and in accordance with procedures established by the Plan Committee the person or persons, including a trustee, personal representative or other fiduciary, to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Plan Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Plan Committee with or without the consent of the previous Beneficiary. If there is no Beneficiary designation in effect, then the person designated to receive the death benefit

specified in Plan section 6.4 shall be the Beneficiary. However, no designation of a Beneficiary other than the Participant’s spouse shall be valid unless the spouse has consented to such designation in writing in accordance with procedures established by the Plan Committee or its designee. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Plan Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Plan Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid:

(1)

To that person’s living parent(s) to act as custodian;

(2)

If that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent; or

(3)

If no parent of that person is then living, to a custodian selected by the Plan Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Plan Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Any and all liability of the Company shall terminate upon payment by the Company of all benefits owed hereunder pursuant to any unrevoked Beneficiary designation or to the Participant’s estate if no such designation exists.

(e)	“Board” means the Board of Directors of the First American Financial Corporation.

(f)

“Bonuses” means such additional amounts of income or incentive pay as a Participating Company may determine to pay to an employee, as determined in the sole and absolute discretion of such Participating Company. Income attributable to equity-based compensation will not be included in this definition.

(g)	“Change of Control” means the occurrence of any of the following:

(1)

The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as beneficial

owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the then outstanding securities of the Company.

(2)

A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or

(3)

Any other event constituting a change of control required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by reason of the acquisition of Company securities by the Company, any entity controlled by the Company or any plan sponsored by the Company which is qualified under Code section 401(a) or by reason of the acquisition of Company securities (either directly or indirectly as a result of a merger, consolidation or otherwise) or other corporate restructuring event of the Company in a transaction approved by the Incumbent Directors.

(h)	“Code” means the Internal Revenue Code of 1986, as amended.

(i)	“Commissions” means a Participant’s remuneration earned from a Participating Company that is dependent on sales activity and is not related to Base Salary or Bonuses.

(j)	“Company” means The First American Financial Corporation and any successor corporation or corporations.

(k)

“Compensation” means the Base Salary, Commissions and Bonuses that the Participant is entitled to receive for services rendered to the Company. All deferral elections are applied to the Plan Year in which the Compensation is earned, regardless of when it is paid. Deferral elections covered under subsection (w) shall not include Compensation earned prior to the expiration of the 30-day period reflected at subsection (w).

(l)	“Deferral Account” means the bookkeeping account maintained by the Plan Committee for each Participant that is credited with amounts earned and vested on and after December 31, 2004 equal to

(1)

the portion of the Participant’s Compensation that the Participant elects to defer, and

(2)

Interest pursuant to Plan section 4.1.

(m)

“Deferral Amount” means the amount of the Participant’s Compensation that the Participant elects to defer each Plan Year pursuant to Article 3 of the Plan.

(n)

“Disability” means a physical or mental condition which renders the Participant eligible for disability payments under the Social Security Act.

(o)	“Distributable Amount” means the balance in the Participant’s Deferral Account provided that such balance in the Deferral Account has also satisfied all requirements in Article 6 of the Plan necessary to be distributable.

(p)

“Early Distribution” means an election by a Participant, with respect to the Participant’s pre-2005 Plan Year balances as set forth in the Pre-409A Plan Document at Appendix A, and in accordance with Plan section 6.2 to accelerate or otherwise change the time or form (or time and form) of payment with respect to such pre-2005 deferrals.

(q)	“Effective Date” means June 1, 2010.

(r)	“Eligible Employee” means such management and highly compensated employees as are designated by the Plan Committee or its designee for participation in this Plan.

(s)	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(t)	“Fund” means one or more of the investment funds selected by the Plan Committee pursuant to Plan section 3.3.

(u)

“Grandfathered Account” means the Account of a Participant composed entirely of deferred compensation that was earned and vested prior to 2005. Amounts designated to the Grandfathered Account are not subject to Code section 409A and are governed solely by the terms of the Pre-409A Plan Document as set forth at Appendix A.

(v)	“Incumbent Directors” means directors who either are:

(1)

Directors of the Company as of June 1, 2010; or

(2)

Elected, or nominated for election, to the Board with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

(w)

“Initial Election Period” means the 30-day period immediately following the date an employee shall first be designated by the Company as an Eligible Employee for purposes of Article 2 of the Plan or any other account based plan established or maintained by the Company or any Affiliate that allows for the elective deferral of compensation, as determined under Treasury Regulations section 1.409A-1(c)(2)(i)(A).

(x)	“Investment Return” means, for each Fund, an amount equal to the net rate of gain or loss on the assets of such Fund during each business day.

(y)	“Key Employee Policy” means the policy used by the Company to identify Specified Employees consistent with the requirements of Treasury Regulations section 1.409A-1(i).

(z)	“Military Leave” means leave subject to reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

(aa)	“Participant” means any Eligible Employee who becomes a Participant in accordance with Article 2 of the Plan.

(bb)	“Participating Company” means the Company and each Affiliate that the Board of the Company or its designee authorizes to participate in this Plan provided that each such Affiliate’s governing body has accepted such offer to have certain of its employees to be eligible to participate.

(cc)	“Payment Date” means:

(1)

the first month following the end of the calendar quarter in which the Participant has a Separation from Service; or

(2)

a Scheduled Withdrawal Date.

Notwithstanding the above, the Payment Date for a Specified Employee on account of a Separation from Service will not be prior to the expiration of the six-month anniversary of such Specified Employee’s Separation from Service.

(dd)	“Payment Event” means the Participant’s Separation from Service, including a Separation from Service caused by the Participant’s death, the Participant’s elected Scheduled Withdrawal Date or a qualifying Unforeseeable Financial Emergency as set forth in Plan section 6.9.

(ee)	“Plan” means The First American Financial Corporation Deferred Compensation Plan, as amended from time to time.

(ff)	“Plan Committee” means the Plan Committee appointed by the Board to administer the Plan in accordance with Article 7 of the Plan.

(gg)	“Plan Year” means the 12-consecutive month period beginning on each January 1 and ending on December 31.

(hh)	“Policy” means the life insurance policy or policies purchased in accordance with the terms of this Plan and held by the Trust.

(ii)	“Pre-409A Plan Document” means the document as in effect on or before December 31, 2004 and prior to the application of Code section 409A, as incorporated into the Plan and set forth as Appendix A.

(jj)	“Qualified Divorce Order” means a divorce order that:

(1)

Creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable to a Participant under this Plan;

(2)

Clearly specifies:

(A)

The name and the last known mailing address of the Participant and the name and mailing address of the alternate payee covered by the order;

(B)

The amount or percentage of the Participant’s benefits to be paid by this Plan to the alternate payee, or the manner in which such amount or percentage is to be determined;

(C)

That the alternate payee will receive a lump sum distribution; and

(D)

That it applies to this Plan; and

(3)

Does not:

(A)

Require this Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan;

(B)

Require this Plan to provide increased benefits;

(C)

Require the payment of benefits to an alternate payee that are required to be paid to another alternate payee under another divorce order previously determined to be a Qualified Divorce Order; or

(D)

Require the payment of benefits under this Plan at a time or in a manner that would cause the Plan to fail to satisfy the requirements of Code section 409A (or other applicable section) and any regulations promulgated thereunder or that would otherwise jeopardize the deferred taxation treatment of any amounts under this Plan.

(kk)

“Scheduled Withdrawal” means the amount of Compensation deferred by a Participant in a given Plan year, and earnings and losses attributable thereto, which the Participant elected at the time that the corresponding deferral election was made to have distributed in-service at a Scheduled Withdrawal Date. A Participant may not elect to receive a Scheduled Withdrawal equal to an amount other than the total amount of Compensation (and related earnings or losses) deferred during the Plan Year to which the Scheduled Withdrawal relates.

(ll)

“Scheduled Withdrawal Date” means the distribution date elected by the Participant at the time that the corresponding Plan Year deferral election was made for a Scheduled Withdrawal. A Participant’s Scheduled Withdrawal Date with respect to amounts of Compensation deferred in a given Plan Year cannot be paid until after the expiration of two Plan Years from the last day of the Plan Year for which the corresponding deferrals of Compensation were made (e.g. , 2012 for deferrals made in 2009).

(mm)

“Separation from Service” means the date on which a Participant ceases to be an employee of the Company (or any Affiliate) on account of the Participant’s retirement, death, or other termination of employment. Whether or not a Participant has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Participant and the

Company (or Affiliate) that the Participant will perform no future services for the Company (or Affiliate) as an employee, as a contractor or in any other capacity. The Plan will treat an anticipated permanent reduction in the level of bona fide services provided by the Participant to the Company or an Affiliate as a Separation from Service provided that it is reasonable for the Company or the Affiliate to anticipate that the Participant’s reduced level of bona fide services will not exceed 49 percent of the average level of bona fide services provided by such Participant within the immediately preceding applicable 36 months within the meaning of Treasury Regulations section 1.409A-1(h)(1)(ii).

For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Participant (1) transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group; or (2) experiences a Military Leave. For this purpose, controlled group membership will include the Company and each Affiliate whether or not such Affiliate is also a Participating Company.

Notwithstanding the foregoing, in the event that all or substantially all of the assets of the Company are acquired by an unrelated third-party buyer, the Company and such buyer will have the discretionary authority consistent with the requirements of Treasury Regulations section 1.409A-1(h)(4) to determine whether or not such asset transaction results in a Separation from Service for Participants from the Company.

(nn)

“Specified Employee” means a Participant qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):

(1)

The Participant is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);

(2)

The Participant is a five-percent owner; or

(3)

The Participant is a one-percent owner and has annual compensation in excess of $150,000.

If an individual is a key employee as of an Identification Date, including an individual who acknowledges his Specified Employee status to the Company immediately prior to the date of his Separation from Service, the individual shall be treated as a Specified Employee for the 12-month period beginning on April 1 following the Identification Date. For the limited purpose of applying the “one-percent” and “five-percent” ownership rules, ownership is determined with respect to the entity for which the Eligible Employee provides services. The Code’s controlled and affiliated service group rules do not apply when determining a Participant’s ownership interests. Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise.

For purposes of making its annual Specified Employee determination, the Company shall consider compensation treated as recognizable pay under the so-called “Code section 415 general” definition of pay.

(oo)	“Subsequent Election Period” means any election period after the expiration of the Participant’s Initial Election Period.

(pp)	“Trust” means The First American Financial Corporation Deferred Compensation Plan Trust, As Amended and Restated as of June 1, 2010.

(qq)

“Unforeseeable Financial Emergency” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant, which the Participant cannot satisfy through insurance reimbursements, the liquidation of other assets (but only if such liquidation would not itself cause a hardship) or by stopping deferrals under this Plan, and resulting from:

(1)

A sudden and unexpected illness or accident of the Participant or a dependent of the Participant (as defined in Code section 152(a));

(2)

A casualty loss involving the Participant’s property; or

(3)

Such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Plan Committee.

1.3 Gender and Number

Any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number.

1.4 Headings

The headings of this Plan are inserted for convenience or reference only, and they are not to be used in the construction of the Plan.

1.5 Requirement to Be in “Written Form”

Various notices provided by the Company, the Plan Committee, or any duly authorized agent of either of them and various elections made by Participants, Beneficiaries or other payees are required to be in written form. Notwithstanding anything to the contrary in this Plan, any notices and elections related to, or that may constitute part of, the Plan may be conveyed through an electronic system or any other system approved by the Plan Committee unless otherwise provided under applicable law or regulatory guidance.

Article 2. Participation

2.1 Participation

An Eligible Employee shall become a Participant in the Plan by electing to defer a portion of his Compensation in accordance with Plan section 3.1. If a Participant has a Separation from Service and is subsequently reemployed, the Participant may not reenter the Plan until the Plan Year that follows a period of twenty-four (24) months from the Participant’s date of reemployment. If a Participant transfers to an entity that is not an Affiliate, such Participant’s participation in this Plan shall cease upon such transfer. If the Participant transfers to an Affiliate, whether or not such Affiliate is also a Participating Company, the deferral election made by a Participant for the Plan Year which includes the date of transfer shall remain in effect for the remainder of such Plan Year. Participants who transfer to an Affiliate which is not a Participating Company shall not be eligible to make a deferral election with respect to any Plan Year following the Plan Year in which their transfer to such Affiliate was first effective until such time (if ever) that such Participant’s employment is transferred back to the Company or a Participating Company or until such time (if ever) that such nonparticipating Affiliate becomes a Participating Company.

Article 3. Deferral Elections

3.1 Elections to Defer Compensation

Each Eligible Employee may elect to defer Compensation in accordance with this Plan section 3.1.

(a)

Initial Election Period. Subject to the provisions of Article 2 of the Plan, each Eligible Employee may elect to defer Compensation not yet earned by filing with the Plan Committee an election that conforms to the requirements of this Plan section 3.1, in a manner provided by the Plan Committee, no later than the last day of his Initial Election Period. Each Participant’s election made during his Initial Election Period (if any) will remain in effect from Plan Year to Plan Year until the Participant changes such election pursuant to subsection (d).

(b)

Subsequent Election Periods. Any Eligible Employee who fails to elect to defer Compensation during his Initial Election Period may subsequently become a Participant by filing an election, in a manner provided by the Plan Committee, to defer Compensation as described in subsection (a), above, on or before December 31 of a Plan Year with respect to Compensation to be earned in the next following Plan Year. Each Participant’s election during any Subsequent Election Period (if any) will remain in effect from Plan Year to Plan Year until the Participant changes such election pursuant to subsection (d).

(c)

Required Deferral Amount. The amount of Compensation which an Eligible Employee may elect to defer shall be a whole percentage or a specified dollar amount which shall not exceed 100% of the Eligible Employee’s Compensation or applicable component of Compensation, and provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security tax and Medicare, income tax, employee benefit plan and other withholding requirements as determined in the sole and absolute discretion of the Plan Committee. If a Participant elects to defer a specified dollar amount from one or more eligible sources of Compensation (Base Salary, Bonuses, Commissions) and the specified dollar amount exceeds the amount of Compensation in one or more of the eligible sources of Compensation as previously elected by the Participant, a deferral of up to 100% of the Eligible Employee’s Compensation or applicable component of Compensation, consistent with the tax, withholding and benefit plan requirements set forth in the preceding sentence, shall be deemed to satisfy such previously elected specified dollar deferral.

(d)

Modification of Deferral Election Generally. A Participant may increase, decrease or terminate a deferral election with respect to Compensation for any subsequent Plan Year by filing a new election on or before December 31, which election shall be effective on the first day of the next following Plan Year. If no such modification of a prior deferral election is made on or before each successive December 31, then the standing deferral election, as described in subsections (a) and (b) above shall continue in effect until it is modified under this subsection.

(e)

Modification of Deferral Election Upon Unforeseeable Financial Emergency. A Participant may request to suspend their deferral election due to an Unforeseeable Financial Emergency. The Plan Committee will make a determination of whether or not to grant such Participant’s request. If the Plan Committee determines a Participant experienced an Unforeseeable Financial Emergency, the Participant’s standing election covering the Initial Election Period or Subsequent Election Period, as applicable, will be suspended for the remainder of the period covered by such Initial Election Period or Subsequent Election Period.

(f)	Transfers. A Participant who transfers from the Company or a Participating Company to a non-participating Affiliate shall have his deferral election remain in place for the remainder of the Plan Year in which such transfer was first effective.

3.2 Distribution Elections

(a)	Form of Distribution. Concurrently with the filing of a Participant’s Plan Year election to defer, a Participant shall elect the form of distribution from among the following options in a manner provided by the Plan Committee:

(1)

A lump sum distribution beginning on the Participant’s Payment Date; or

(2)

Except in the case of a Scheduled Withdrawal, substantially equal quarterly installments over five (5), ten (10), or fifteen (15) years beginning on the Participant’s Payment Date.

Except in the case of a Scheduled Withdrawal, a distribution election made with respect to a Deferral Amount will remain in effect beyond the Plan Year for which the distribution election was originally made until the Participant subsequently changes it. If a Participant fails to elect an optional form of benefit as provided above by the due date determined for making such election, the Participant’s Distributable Amount will be distributed in a lump sum beginning on the Participant’s Payment Date. If a Participant makes an election to receive installments with respect to deferrals that apply to one or more Plan Years and later experiences a Separation from Service, and begins to receive such installment payments and is then later rehired, such installment payments related to the Participant’s prior period of service must continue to be paid as if the Participant was never rehired.

(b)

Post-2004 Plan Year Deferrals. For the deferrals that relate to each successive Plan Year after 2004, a Participant may make a one-time election to change the time or form (or time and form) of distribution of the Participant’s corresponding Plan Year balance so long as such election is not effective for twelve months, does not accelerate the time in which the distribution is to be received, is made not less than twelve (12) months prior to the Participant’s Separation from Service or the Scheduled Withdrawal Date for a Scheduled Withdrawal, as the case may be, and results in a delay in the Payment Date of not less than five (5) years. Any such one-time election change made with respect to deferrals relating to a specific Plan Year after 2004 will not change the original election made with respect to the deferrals for any other specific Plan Year after 2004.

(c)

$25,000 Lump Sum. In the case of a Participant with an Account balance of less than $25,000 (exclusive of any amount subject to an election for a Scheduled Withdrawal) at the end of the calendar quarter in which the Participant has a Separation from Service, the Distributable Amount shall be paid to the Participant by the Payment Date (and after his death to his Beneficiary) in a lump sum, regardless of the election made by the Participant, provided further that such accelerated lump sum payout will only apply if such payout results in the termination of the Participant’s entire interest in this Plan and all other account-based elective deferral plans aggregated with this Plan under Code section 409A.

(d)

Earnings. The Participant’s Account shall continue to be credited with earnings pursuant to Plan section 4.1 until all amounts credited to the Participant’s Account under the Plan have been distributed. For lump sum distributions, a Participant’s Account will be credited with earnings through the last day of the calendar quarter in which the Participant has a Separation from Service. Lump sum distributions that are payable to a Specified Employee, as defined in Plan section 1.2(nn), and, therefore, subject to a six-month delay shall be credited with earnings through the last day of the calendar month coincident with or immediately following the expiration of such six-month period. For installment payments, a Participant’s Account will be credited with earnings through the last day of the calendar quarter which includes the last remaining installment payment. For Scheduled Withdrawals, a Participant’s Account will be credited with earnings through the applicable December 31 immediately preceding the Scheduled Withdrawal Date.

3.3 Investment Elections

(a)

At the time of making the deferral elections described in Plan section 3.1, the Participant shall designate, in a manner provided by the Plan Committee, the types of investment funds in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to his Account. In making the designation pursuant to this Plan section 3.3, the Participant may specify that all or any percentage of his Account (in whole percentage increments) be deemed to be invested in one or more of the types of investment funds provided under the Plan as communicated from time to time by the Plan Committee. A Participant may change the designation made under this Plan section 3.3, any day by filing an election, in a manner provided by the Plan Committee. If a Participant fails to elect a type of fund under this Plan section 3.3, the Participant shall be deemed to have elected the Money Market type of investment fund.

(b)

Although the Participant may designate the type of investments, the Plan Committee shall not be bound by such designation. The Plan Committee shall select from time to time, in its sole discretion, certain investment crediting options, all of which are communicated by the Plan Committee to the Participant pursuant to subsection (a), above, and such designated investments shall constitute the Funds. The Investment Return of each such commercially available investment fund shall be used to determine the amount of earnings or losses to be credited to the Participant’s Account under Article 4 of the Plan.

Article 4. Participant Accounts and Trust Funding

4.1 Participant Accounts

The Plan Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account and Company Contribution Account shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to an investment fund elected by the Participant pursuant to Plan section 3.3(a). A Participant’s Deferral Account shall be credited as follows:

(a)

Within five business days of Compensation being withheld, the Plan Committee shall credit the investment fund subaccounts of the Participant’s Deferral Account with an amount equal to the Compensation deferred by the Participant during each pay period in accordance with the Participant’s election under Plan section 3.3(a); that is, the portion of the Participant’s deferred Compensation that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund subaccount corresponding to that investment fund. Deferrals of Base Salary will be deducted from each applicable paycheck. Deferrals of Commissions and Bonuses will be deducted when paid.

(b)

At the end of every business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of each preceding business day by the Investment Return for the corresponding fund selected by the Company pursuant to Plan section 3.3(b).

(c)

In the event that a Participant elects to defer Compensation for a given Plan Year, all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of such Compensation and investment gains and losses associated with such Plan Year’s deferral of Compensation.

4.2 Funding of Trust

(a)	The Company has created a Trust with First American Trust, FSB serving as the initial trustee (the “Trustee”). Unless the Plan is deemed to be in a “restricted period” within the meaning of Code section 409A(b)(3), each Participating Company shall contribute to the Trust for such Plan Year:

(i)

the total amount deferred by each Participant for the Plan Year not yet contributed to the Trust; less

(ii)

the total amount of accrued Plan distributions paid by the Company still reflected in the Trust.

Each Participating Company may also contribute such additional amounts as it shall deem necessary or appropriate.

(b)

Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of a Participating Company and shall be used exclusively for the uses and purposes of Plan Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan shall be unsecured contractual rights of Plan Participants and Beneficiaries against the Participating Company.

(c)

Prior to an event of insolvency, as defined in the Trust, the assets of the Plan and Trust shall never inure to the benefit of the Participating Company and the same shall be held for the exclusive purpose of providing benefits to Participants and their beneficiaries, including the payment of reasonable expenses of administering the Plan and Trust. Upon an event of insolvency, as defined in the Trust, assets held in the Trust will be subject to the claims of a Participating Company’s general creditors under federal and state law as further specified in the Trust.

Article 5. Vesting

A Participant’s Deferral Account shall be 100% vested at all times.

Article 6. Distributions

6.1 Scheduled Distributions

In the case of a Participant who has elected a Scheduled Withdrawal while still in the employ of a Participating Company, such Participant shall receive his Scheduled Withdrawal amount pursuant to Plan section 3.2. If a Participant has a Separation from Service prior to a Scheduled Withdrawal Date, other than by reason of death, the portion of the Participant’s Account associated with the Participant’s selected Scheduled Withdrawal Dates which have not occurred prior to such Separation from Service shall be distributed in a lump sum, provided, however, such lump sum will be delayed for six (6) months following the Participant’s Separation from Service consistent with Plan sections 1.2(cc) and 1.2(nn).

6.2 Post-2004 Early Distributions of Pre-2005 Plan Year Balances

Except as specified below, the Participant’s right to elect an Early Distribution from the portion of his Deferral Account that represents pre-2005 Plan Year balances is not amended and the Plan terms governing such Early Distribution, including the ten percent payment forfeiture provision, are reflected in Appendix A of this Plan. On or after the Effective Date, a Participant making an election to take an Early Distribution will result in the Participant being suspended from making a Deferral Amount for two Plan Years commencing with the January 1 next following the date on which the Participant makes such Early Distribution election. Deferrals (and investment earnings on such deferrals) made to this Plan after 2004 are not eligible for an Early Distribution.

6.3 Distribution Upon Separation from Service

Upon the Participant’s Separation from Service, whether by reason of retirement or for any reason other than death, a Participant shall receive his Distributable Amount pursuant to Plan section 3.2 on the Payment Date following such Separation from Service.

6.4 Death Benefit

(a)	Death Benefit While Still Employed. In the case of a Participant who dies while employed by a Participating Company, the following benefits shall be provided:

(1)

The Account Balance in a lump sum or installments as previously elected by the Participant and, subject to the provisions of this Article 6 of the Plan but without regard to the six-month payment delay for Specified Employees; and

(2)

In the case of an employee who became a Participant prior to January 1, 2002, that portion of the death benefit of any Policy purchased by the Trust to insure the life of the Participant and earmarked by the Plan Committee to provide benefits under this Section 6.4(a)(2) equal to the amounts described in subsections (a)(2)(A) through (C) and not to exceed $2 million. Furthermore, if the Participant dies while in service on or after attainment of age 61, the benefit under this Plan section, after application of the $2 million limit described above, shall be reduced by 20% for each full year after the Participant’s attainment of age 60; provided, however, that if the Participant is over age 61 as of February 1, 2003, the benefit will be reduced by 20% for each full year after February 1, 2002 and not as described in the preceding sentence.

(A)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Base Salary only, such Participant’s death benefit shall equal his Base Salary deferrals over the first twelve months of Plan participation multiplied by fifteen. This amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(B)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Bonuses and/or Commissions only, at the end of the initial twelve-month period (which may or may not span more than one Plan Year) the amount of the Participant’s deferral of Bonuses and/or Commissions shall be aggregated and multiplied by fifteen, which amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(C)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Base Salary and Bonuses and/or Commissions, at the end of the initial twelve-month period (which may or may not span more than one Plan Year) the Participant’s death benefit shall equal the amount of Base Salary deferrals during the first twelve months multiplied by fifteen plus the aggregate amount of all deferrals of Bonuses and/or Commissions which occurred during the first twelve months multiplied by fifteen. This amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(3)

The Participant may designate a beneficiary with respect to the portion of the Policy proceeds described in Section 6.4(a)(2) above in the event the Participant dies prior to otherwise incurring a Separation from Service. The Participant may designate and change such beneficiary (which need not be his Beneficiary) at any time on a form provided by and filed with the insurance company. If no such form is on file with the insurance company, the insurance proceeds designated in this paragraph shall be paid to the Beneficiary. The benefit payable under such a Policy shall only be paid if the insurance company agrees that the Participant is insurable and shall be subject to all conditions and exceptions set forth in such Policy.

(4)

Notwithstanding any provision of this Plan or any other document to the contrary, the Participating Company shall not have any obligation to pay the Participant or his beneficiary any amounts described in subsection (a)(2); all such amounts due pursuant to subsection (a)(2) shall be payable solely from the proceeds of such Policy, if any. Furthermore, the Participating Company is not obligated to maintain the Policy; no death benefit shall be payable hereunder if the Company

has discontinued the Policy for the Participant. In addition, no Policy shall be allocated to any Participant Account.

(5)

So long as the Trust maintains a Policy to pay benefits to a Participant or former Participant under Section 6.4(a)(2) and the Plan is not deemed to be in a “restricted period” within the meaning of Code section 409A(b)(3), the Company shall pay to the Trustee amounts necessary to pay premiums on such Policy insuring the Participant or former Participant’s life as soon as practicable after the end of each Plan Year, or such earlier time as the Company shall determine (but no later than the tax return due date for the Company for such year). The Company may allocate such premium expenses amongst Participating Companies.

(6)

Notwithstanding any provision of this Plan to the contrary, and effective January 1, 2002, no death benefit will be payable to any Eligible Employee who became a Participant after December 31, 2001.

(b)

Death After Benefit Commencement. In the event a Participant dies after he has had a Separation from Service and begins to receive installment payments pursuant to Plan section 3.2 but while he still has a balance in his Account, the balance shall continue to be paid in installments to the Beneficiary for the remainder of the period as elected by the Participant.

(c)

Death Benefit Reduction. In the event a Participant elects an Early Distribution from his Deferral Account for a percentage of his Account representing his pre-2005 Plan Year balances, the Participant’s death benefit as computed in accordance with this Plan section 6.4 shall be reduced by multiplying said death benefit by a fraction, the numerator of which shall be the sum of the Participant’s Early Distributions and the denominator of which shall be the Participant’s Deferral Account representing his pre-2005 Plan Year balances without reduction for any Early Distributions taken. For purposes of calculating the denominator of the fraction set forth above, a Participant’s Early Distributions shall be credited with earnings and losses in accordance with Plan section 4.1.

6.5 Inability to Locate Participant

If the Plan Committee is unable to locate a Participant or Beneficiary within three years following the required Payment Date, the amount allocated to the Participant’s Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims, within three years of the forfeiture, such benefit, such benefit shall be reinstated but without interest or earnings from the date of forfeiture forward.

6.6 No Acceleration of Payments

The Plan Committee shall not permit the acceleration of the time or schedule of payments except as provided in this Plan section.

As of January 1, 2009, acceleration of the time or schedule of payments shall be permitted only in the following instances:

(a)	A payment to an alternate payee to the extent necessary to fulfill a Qualified Divorce Order;

(b)	A payment that is necessary to comply with a certificate of divestiture as defined in Code section 1043(b)(2);

(c)

A payment to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code sections 3101 and 3121(v)(2) on amounts held by the Plan as well as a payment to pay any income tax at source on wages imposed under Code section 3401 ( i.e. , wage withholding) on the FICA tax amount and any income tax at source attributable to the pyramiding of wages and taxes. The total payment under this subsection may not exceed the aggregate FICA tax amount and the income tax withholding related to such FICA tax amount; or

(d)	A small amount cashout pursuant to Treasury Regulations section 1.409A-3(j)(4)(v).

6.7 Tax Withholding

Any federal, state or local taxes, including FICA tax amounts, required by law to be withheld with respect to benefits earned and vested under this Plan or any other compensation arrangement may be withheld from the Participant’s benefit, salary, wages or other amounts paid by the Company or any employer and reasonably available for withholding. Prior to making or authorizing any benefit payment under this Plan, the Company may require such documents from any taxing authority, or may require such indemnities or a surety bond from any Participant or Beneficiary, as the Company shall reasonably consider necessary for its protection.

6.8 Six-Month Delay for Specified Employee

If the Company determines that a Participant is a Specified Employee, payment of the Participant’s Account will not commence prior to the first day of the month following the six-month anniversary of the Participant’s Separation from Service. Additionally, a Participant must notify the Company to affirm whether or not he is a Specified Employee by virtue of the one-percent and five-percent ownership thresholds set forth at Treasury Regulations section 1.409A-1(i) and the Company will not be responsible for any consequences to the Participant as a result of a Participant’s failure to so notify the Company. The above six-month payment delay will not apply to a Participant who is a Specified Employee if the Participant’s Separation from Service is on account of his death. The above six-month payment delay will also not apply to a Participant who incurs and receives a payment pursuant to a qualifying Disability. If a Participant’s benefits under this Plan are subject to such six-month payment delay, the Participant will be entitled to receive a one-time lump sum payment equal to the payments which were delayed by the above six-month delay.

6.9 Distributions Upon Unforeseeable Financial Emergency

A Participant may request an accelerated distribution from his Deferral Account that does not exceed an amount necessary to satisfy an Unforeseeable Financial Emergency experienced by the Participant. The Plan Committee will make a determination of whether or not to grant such Participant’s request. In making this determination, the Plan Committee is not required to consider payments that may be available to the Participant due to the Unforeseeable Financial

Emergency under any other qualified or nonqualified retirement plans maintained by the Company.

Article 7. Administration

7.1 Plan Committee

(a)	Except as otherwise provided in the Plan, the Plan Committee shall be the administrator of the Plan, within the meaning of ERISA section 3(16)(A). The Plan Committee shall generally administer the Plan.

(b)	The Plan Committee may be composed of as many members as the Board may appoint in writing from time to time. The Board may also delegate to another person the power to appoint and remove members of the Plan Committee.

(c)	The Company by action of an officer or the Chairperson of the Plan Committee, or if there is no Chairperson, then by unanimous consent of the members of the Plan Committee, may appoint Plan Committee members from time to time. Members of the Plan Committee may, but need not, be Employees.

(d)

A member of the Plan Committee may resign by delivering his written resignation to the Plan Committee. The resignation shall be effective as of the date it is received by the Plan Committee or such other later date as is specified in the resignation notice. A Plan Committee member may be removed at any time and for any reason by the Company by action of any of its officers, the Chairman of the Plan Committee, or by unanimous consent of the remaining members of the Plan Committee. Any Employee appointed to the Plan Committee shall automatically cease to be a member of the Plan Committee, effective on the date that he ceases to be an Employee, unless the Chairman of the Plan Committee, an officer of the Company, or all of the Plan Committee members unanimously specify otherwise in writing.

7.2 Operation of the Plan Committee

(a)

A majority of the members of the Plan Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted and other actions taken by the Plan Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon the concurrence of all of the members in office at the time, action by the Plan Committee may be taken otherwise than at a meeting.

(b)	The members of the Plan Committee may elect one of their members as Chair and may elect a Secretary who may, but need not, be a member of the Plan Committee.

(c)	The members of the Plan Committee may authorize one or more of their members or any agent to execute or deliver any instrument or instruments on their behalf. The members of the Plan Committee may allocate any of the Plan Committee’s powers and duties among individual members of the Plan Committee.

(d)	The Plan Committee may appoint one or more subcommittees and delegate any of its discretionary authority and such of its powers and duties, as it deems desirable to any such subcommittee. The members of any such subcommittee shall consist of such persons as the Plan Committee may appoint.

(e)

All resolutions, proceedings, acts, and determinations of the Plan Committee, with respect to the administration of the Plan, shall be recorded; and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved by the Plan Committee.

(f)	Subject to the limitations contained in the Plan, the Plan Committee shall be empowered from time to time in its discretion to establish rules for the exercise of the duties imposed upon the Plan Committee under the Plan.

7.3 Agents

(a)

The Board, the Company, or the Plan Committee may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board, Company, or the Plan Committee (as applicable) shall be deemed to mean or include the delegated persons as to matters within their jurisdiction.

(b)	The Board, the Company, or the Plan Committee may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.

(c)	The Board, the Company, or the Plan Committee may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses therefor paid, as provided in Plan section 7.4.

7.4 Compensation and Expenses

(a)	A member of the Plan Committee shall serve without compensation for services as a member. Any member of the Plan Committee may receive reimbursement of expenses properly and actually incurred in connection with his services as a member of the Plan Committee, as provided in this Article 7.

(b)	All expenses of administering the Plan shall be paid by the Company.

7.5 Plan Committee’s Powers and Duties

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor duties, powers or functions ( e.g. , the right to amend and terminate the Plan) and except as otherwise provided in the Plan, the Plan Committee shall have responsibility for the general administration of the Plan and for carrying out its provisions. The Plan Committee shall have such powers and duties as may be necessary to discharge its functions hereunder, including the following:

(a)	To establish rules, policies, and procedures for administration of the Plan;

(b)	To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;

(c)	To make a determination as to the right of any person to a benefit and the amount thereof;

(d)	To obtain from the Company such information as shall be necessary for the proper administration of the Plan;

(e)	To prepare and distribute information explaining the Plan;

(f)	To keep all records necessary for the operation and administration of the Plan;

(g)	To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and

(h)	To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Plan Committee.

7.6 Plan Committee’s Decisions Conclusive/Exclusive Benefit

The Plan Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the Plan and to resolve all questions arising thereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA shall in all cases control. Benefits under this Plan will be paid only if the Committee decides in its discretion that the Participant, surviving spouse or Beneficiary is entitled to them. The Plan Committee shall endeavor to act in such a way as not to discriminate in favor of any class of Participants or other persons. Any and all disputes with respect to the Plan that may arise involving Participants will be referred to the Committee, and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Plan Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all persons, including, without limitation, Participants, and any and all other persons having, or claiming to have, any interest in or under the Plan and shall be given the maximum possible deference allowed by law.

The Plan Committee shall administer the Plan for the exclusive benefit of Participants and their Beneficiaries.

7.7 Indemnity

(a)	The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b):

(1)

The Committee; and

(2)

Each Eligible Employee, former Eligible Employee, current and former members of the Plan Committee, or current or former members of the Board who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.

(b)

The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good-faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.

(1)

(A)

An “Appropriate Person” is one or more of the following individuals at the Company:

(i)

The Chief Executive Officer,

(ii)

The Chief Financial Officer, or

(iii)

Its General Counsel.

(B)

(2)

(3)

(4)

(5)

Payments of any indemnity under this Plan section 7.7 shall only be made from assets of the Company. The provisions of this Plan section 7.7 shall not preclude

or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 7.7 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.

7.8 Insurance

The Plan Committee may authorize the purchase of insurance to cover any liabilities or losses occurring by reason of the act or omission of any Plan Committee member or its designee. To the extent permitted by law, the Plan Committee may purchase insurance covering any member (or its designee) for any personal liability of such Plan Committee member (or its designee) with respect to any administrative responsibilities under this Plan. Any Plan Committee member (or its designee) may also purchase insurance for his own account covering any personal liability under this Plan.

7.9 Quarterly Statements and Notices

Under procedures established by the Plan Committee, a Participant shall receive a statement with respect to such Participant’s Accounts on a quarterly basis as of each March 31, June 30, September 30 and December 31.

Each Participant shall be responsible for furnishing to the Company his current address. The Participant shall also be responsible for notifying the Company of any change in the above information. If a Participant does not provide the above information to the Company, the Plan Committee may rely on the address of record of the Participant on file with the Company’s personnel office.

All notices or other communications from the Plan Committee to a Participant (who is a current Eligible Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered by e-mail to the Participant’s individually designated e-mail address at the Company and all notices or other communications from the Plan Committee to a Participant (who is a former Eligible Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered to, or when mailed first-class mail, postage prepaid, and addressed to that person at his address last appearing on the Plan Committee’s records, and the Plan Committee, and the Company shall not be obliged to search for or ascertain his whereabouts.

All notices or other communications from the Participant required or permitted under this Plan shall be provided to the person specified by the Plan Committee, using such procedures as are prescribed by the Plan Committee. The Plan Committee may require that the oral notice or communication be provided by telephoning a specific telephone number and, after calling that telephone number, by following a specified procedure. Any oral notice or oral communication from a Participant that is made in accordance with procedures prescribed by the Plan Committee shall be deemed to have been duly given when all information requested by the person specified by the Plan Committee is provided to such person, in accordance with the specified procedures.

7.10 Data

All persons entitled to benefits from the Plan must furnish to the Plan Committee such documents, evidence, or information, as the Plan Committee considers necessary or desirable for the purpose of administering the Plan, and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Plan Committee may require before any benefits become payable from the Plan.

7.11 Claims Procedure

(a)	The right of a Participant or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Plan Committee, provided, however, that the Plan Committee may delegate its responsibility to any person.

(1)

The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Plan Committee. The Plan Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.

(2)

Any claim for benefits under the Plan, pursuant to this Plan section 7.11, shall be filed with the Plan Committee no later than three months after the date of the Participant’s Separation from Service. The Plan Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)

Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 7.11:

(A)

(B)

Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.

(C)

A claim that is defective or otherwise fails to follow the procedures of the Plan ( e.g. , a claim that is addressed to a party other than the Plan Committee or an oral claim).

(D)

An application or request for benefits under the Plan.

(b)

If a claim for benefits is wholly or partially denied, the Plan Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:

(1)

Shall be written in a manner calculated to be understood by the Claimant; and

(2)

Shall contain:

(A)

The specific reasons for denial of the claim;

(B)

Specific reference to the Plan provisions on which the denial is based;

(C)

A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and

(D)

(c)

Within 60 days of the receipt by the Claimant of the written denial of his claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b) above), the Claimant (or an authorized representative of a Claimant) may file a written request with the Plan Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney-client or work product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(d)

The Plan Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:

(1)

Shall be written in a manner calculated to be understood by the Claimant;

(2)

Shall include specific reasons for the decision;

(3)

Shall contain specific references to the Plan provisions on which the decision is based;

(4)

(5)

Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(e)

No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) above. In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Plan Committee to a Claimant’s request for review pursuant to subsection (d) above.

Article 8. Adoption And Withdrawal By Participating Companies

8.1 Adoption of the Plan

Any entity which is a subsidiary for which more than fifty percent (50%) of the value of the stock or other interest of such entity is owned by the Company may, with the consent and approval of the Company, adopt this Plan as a Participating Company for a select group of management and highly compensated employees. The adoption of this Plan by a Participating Company shall be effected by resolution of its board of directors or equivalent governing body. It shall not be necessary for any adopting Participating Company to formally execute the Plan as then in effect. As to the Participating Company, the effective date of the Plan shall be stated in its resolutions, and it shall assume all the rights, obligations and liabilities of a Participating Company under the Plan.

As an express condition of its of adoption of the Plan, each Participating Company agrees to each of the following conditions:

(a)	The Participating Company is bound by the terms and conditions of the Plan as the Company or the Plan Committee may reasonably require;

(b)	The Participating Company must comply with all requirements and employee benefit rules of the Code, ERISA and applicable regulations for nonqualified retirement plans;

(c)	The Participating Company acknowledges the authority of the Company and the Plan Committee to review the Participating Company’s compliance with the Plan procedures and to require changes in such procedures as the Company and the Plan Committee may reasonably deem appropriate;

(d)	The Participating Company authorizes the Company and the Plan Committee to act on its behalf with respect to matters pertaining to the Plan and Trust, including making any and all Plan and Trust amendments;

(e)	The Participating Company will cooperate fully with Plan officials and agents by providing information and taking actions as directed by the Plan Committee or the Company so as to allow for the efficient administration of the Plan and Trust; and

(f)	The Participating Company’s status as a Participating Company is expressly conditioned on its being and continuing to be an Affiliate of the Company.

8.2 Withdrawal From the Plan

(a)

A Participating Company may, by resolution of its board of directors or equivalent governing body and approval by the Company, withdraw from participation under the Plan. A withdrawing Participating Company may arrange for the continuation by itself or its successor of this Plan in a separate form for its own employees. The withdrawing Participating Company may arrange for continuation of the Plan by merger with an

existing plan and request, subject to the Company’s consent, the transfer to such plan of all Plan assets representing the benefits of its employees.

(b)

In the event that a Participant transfers employment from the Company to an Affiliate, the Plan Committee shall have the right, but no obligation, to direct the Trustee to transfer funds in an amount equal to the amounts credited to the accounts of such Participant described in Section 4.1 of the Plan, including any Policy purchased to insure the life of the Participant in order to provide benefits under Section 6.4(a)(2) of the Plan (the “Transferred Account”) to a trust established under a Transferee Plan maintained by such Affiliate. The Plan Committee shall determine, in its sole discretion, whether such transfer shall be made and the timing of such transfer. Such transfer shall be made only if, and to the extent, approval of such transfer is obtained from the Trustee. No transfer shall be made unless the Affiliate satisfies the definition of an “Affiliate” as set forth in the Plan as of the date of the transfer.

(c)	For purposes of this Section 8.2, “Transferee Plan” shall mean an unfunded, nonqualified deferred compensation plan described in Section 201(2), 301(a)(3) and 401(a)(1) of ERISA.

(d)	No transfer shall be made under this Section 8.2 unless the Participant for whose benefit the Transferred Account is held executes a written waiver of all of such Participant’s rights and benefits under this Plan in such form as shall be acceptable to the Plan Committee.

8.3 Cessation of Future Contributions

A Participating Company may, by resolution of its board of directors or equivalent governing body, cease to allow Participants in its employ to continue to make deferrals pursuant to Article 3 of the Plan. If a Participating Company makes the determination to cease Participant deferrals, the remaining provisions of this Plan shall continue to apply.

Article 9. Amendment and Termination

9.1 Amendment and Termination Generally

The Plan may be amended or terminated by the Company, acting through its Board (or the Plan Committee or other designee of the Board) at any time. Notwithstanding the preceding sentence, benefits may be distributed to Participants on account of the termination only if:

(a)	The termination does not occur proximate to a downturn in the financial health of the Company;

(b)	All nonqualified, elective, account-based retirement plans maintained by the Company and all Participating Companies that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;

(c)	No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;

(d)	All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and

(e)	Neither the Company nor any Participating Company establishes a new nonqualified, elective, account-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.

Such amendment or termination may modify or eliminate any benefits hereunder other than a benefit that is in pay status, or the vested portion of a benefit that is not in pay status.

9.2 Amendment and Termination Following a Change of Control

Article 10. Miscellaneous

10.1 No Enlargement of Employee Rights

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Eligible Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Eligible Employee. Nothing contained in the Plan shall be deemed to give any Eligible Employee the right to be retained in the service of the Company or any Participating Company or to interfere with the right of any of them to discharge or retire any person at any time. No one shall have any right to benefits, except to the extent provided in this Plan.

10.2 Leave of Absence

A Participant who is on an approved leave of absence with salary, or on an approved leave of absence without salary for a period of not more than six months, shall be deemed to be a Participant during such leave of absence. A Participant who is on an approved leave of absence without salary for a period in excess of six months shall be deemed to have voluntarily incurred a Separation from Service as of the end of such six-month period, provided that, based on all relevant facts and circumstances, neither the Participant nor the Company has a reasonable expectation that the Participant will provide future services to the Company or a Participating Company.

10.3 Withholding

Benefit payments hereunder shall be subject to applicable federal, state or local withholding for taxes.

10.4 No Examination or Accounting

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the Company, or any Participating Company.

10.5 Records Conclusive

The records of the Company shall be conclusive in respect to all matters involved in the administration of the Plan.

10.6 Service of Legal Process

The members of the Plan Committee (or if there is no such Plan Committee then the Company) are hereby designated as agent(s) of the Plan for the purpose of receiving legal process.

10.7 Governing Law

The Plan shall be construed, administered, and governed in all respects under the applicable laws of the State of California, except to the extent pre-empted by federal law. Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Plan Committee shall administer this Plan in accordance with such change notwithstanding the terms of the Plan pending an amendment to this Plan.

10.8 Severability

10.9 Facility of Payment

Every person receiving or claiming benefits under this Plan is presumed to be mentally competent and of age until the date on which the Plan Committee receives a written notice, in a form and manner acceptable to it, that such person is mentally incompetent or a minor, and that a guardian or other person legally vested with the care of such person or his estate has been appointed.

However, if the Plan Committee should find that any person to whom a benefit is payable under this Plan is unable to care for his affairs because of any incompetency or is a minor, any payment due (unless a prior claim shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any other person or institution that the Plan Committee determines to have incurred expense for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of any liability therefor under the Plan.

If a guardian of the estate or other person legally vested with the care of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such guardian or other person provided that proper proof of appointment and continuing qualification is furnished in a form and manner suitable to the Plan Committee. To the extent permitted by law, such guardian or other person may act for the Participant and make any election required of or permitted by the Participant under this Plan, and such action or election shall be deemed to have been done by the Participant, and benefit payments may be made to such guardian or other person and any such payment shall be a complete discharge of any such liability under the Plan.

10.10 General Restrictions Against Alienation

The interest of any Participant under this Plan shall not in any event be subject to sale, assignment, or transfer, and each Participant is hereby prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest hereunder and is without power to do so; provided, however, that this provision shall not restrict the power or authority of the Plan Committee, in accordance with the applicable provisions of the Plan, to disburse funds to the legally appointed guardian, executor, administrator, or personal representative of any Participant or pursuant to a valid Qualified Divorce Order.

If any person attempts to take any action contrary to this Plan section 10.10, such action shall be void and the Company may disregard such action and is not in any manner bound thereby, and they shall suffer no liability for any such disregard thereof. If the Plan Committee is notified that any Participant has been adjudicated bankrupt or has purported to anticipate, sell, transfer, assign, or encumber any Plan distribution or payment, voluntarily or involuntarily, the Plan Committee shall hold or apply such distribution or payment or any part thereof to, or for the benefit of, such Participant in such manner as the Plan Committee finds appropriate.

10.11 Excise Tax for Code Section 409A Violations

While the Company intends that the Plan meet the requirements of Code section 409A and related Treasury Regulations, the Participant shall be liable for any excise tax (including interest and penalties thereon) which results from a violation of the requirements of Code section 409A and related Treasury Regulations.

10.12 Counterparts

10.13 Assignment

The Company shall have the right to assign its obligations under the Plan, either in whole or in part, to any Participating Company of the Company.

In Witness Whereof , an authorized officer of the Company has signed this document on June 1, 2010, but effective as of June 1, 2010, unless otherwise stated herein.


First American Financial Corporation

By		Kenneth D. DeGiorgio
Its		Executive Vice President

Appendix A. The First American Financial Corporation Deferred Compensation Plan Effective as of January 1, 2000

Exhibit 10.6

FIRST AMERICAN FINANCIAL CORPORATION

2010 Incentive Compensation Plan

TABLE OF CONTENTS


		Page
ARTICLE I. ESTABLISHMENT; PURPOSES; AND DURATION		1
1.1.	Establishment of the Plan.	1
1.2.	Purposes of the Plan.	1
1.3.	Duration of the Plan.	1
ARTICLE II. DEFINITIONS		1
2.1.	“Affiliate”	2
2.2.	“Award”	2
2.3.	“Award Agreement”	2
2.4.	“Beneficial Ownership”	2
2.5.	“Board” or “Board of Directors”	2
2.6.	“Cause”	2
2.7.	“Change of Control”	3
2.8.	“Code”	5
2.9.	“Committee”	5
2.10.	“Company Incumbent Board”	5
2.11.	“Company Proxy Contest”	5
2.12.	“Company Surviving Corporation”	5
2.13.	“Covered Employee”	5
2.14.	“Director”	5
2.15.	“Disability”	5
2.16.	“Dividend Equivalents”	6
2.17.	“Effective Date”	6
2.18.	“Employee”	6
2.19.	“Exchange Act”	6
2.20.	“Fair Market Value”	6
2.21.	“Fiscal Year”	6
2.22.	“Freestanding SAR”	7
2.23.	“Grant Price”	7
2.24.	“Incentive Stock Option”	7
2.25.	“Insider”	7
2.26.	“Non-Control Acquisition”	7
2.27.	“Non-Control Transaction”	7
2.28.	“Non-Employee Director”	7
2.29.	“Nonqualified Stock Option”	7
2.30.	“Notice”	7
2.31.	“Option”	7
2.32.	“Option Price”	7
2.33.	“Other Stock-Based Award”	7
2.34.	“Participant”	8
2.35.	“Performance-Based Compensation”	8
2.36.	“Performance Measure”	8
2.37.	“Performance Period”	8
2.38.	“Performance Share”	8

(i)


		Page
2.39.	“Performance Unit”	8
2.40.	“Period of Restriction”	8
2.41.	“Person”	8
2.42.	“Qualified Change of Control”	8
2.43.	“Related Entity”	8
2.44.	“Restricted Stock”	8
2.45.	“Restricted Stock Unit”	8
2.46.	“Retirement”	9
2.47.	“Rule 16b-3”	9
2.48.	“Securities Act”	9
2.49.	“Share”	9
2.50.	“Stock Appreciation Right”	9
2.51.	“Subject Person”	9
2.52.	“Subsidiary”	9
2.53.	“Substitute Awards”	9
2.54.	“Tandem SAR”	9
2.55.	“Termination”	9
2.56.	“Voting Securities”	10
ARTICLE III. ADMINISTRATION		10
3.1.	General	10
3.2.	Committee	10
3.3.	Authority of the Committee	10
3.4.	Award Agreements	12
3.5.	Discretionary Authority; Decisions Binding	12
3.6.	Attorneys; Consultants	13
3.7.	Delegation of Administration	13
ARTICLE IV. SHARES SUBJECT TO THE PLAN AND ANNUAL AWARD LIMITS		13
4.1.	Number of Shares Available for Grants	13
4.2.	Annual Award Limits	14
4.3.	Adjustments in Authorized Shares	14
4.4.	No Limitation on Corporate Actions	15
ARTICLE V. ELIGIBILITY AND PARTICIPATION		16
5.1.	Eligibility	16
5.2.	Actual Participation	16
ARTICLE VI. STOCK OPTIONS		16
6.1.	Grant of Options	16
6.2.	Award Agreement	16
6.3.	Option Price	16
6.4.	Duration of Options	17
6.5.	Exercise of Options	17
6.6.	Payment	17

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		Page
6.7.	Rights as a Shareholder	17
6.8.	Termination of Employment or Service	17
6.9.	Limitations on Incentive Stock Options	18
6.10.	No Repricing	19
ARTICLE VII. STOCK APPRECIATION RIGHTS		19
7.1.	Grant of SARs	19
7.2.	Grant Price	20
7.3.	Exercise of Tandem SARs	20
7.4.	Exercise of Freestanding SARs	20
7.5.	Award Agreement	20
7.6.	Term of SARs	20
7.7.	Payment of SAR Amount.	21
7.8.	Rights as a Shareholder	21
7.9.	Termination of Employment or Service	21
7.10.	No Repricing	21
ARTICLE VIII. RESTRICTED STOCK AND RESTRICTED STOCK UNITS		21
8.1.	Awards of Restricted Stock and Restricted Stock Units	21
8.2.	Award Agreement	22
8.3.	Nontransferability of Restricted Stock	22
8.4.	Period of Restriction and Other Restrictions	22
8.5.	Delivery of Shares, Payment of Restricted Stock Units	22
8.6.	Forms of Restricted Stock Awards	22
8.7.	Voting Rights	23
8.8.	Dividends and Other Distributions	23
8.9.	Termination of Employment or Service	23
8.10.	Compliance With Code Section 409A	23
ARTICLE IX. PERFORMANCE UNITS AND PERFORMANCE SHARES		24
9.1.	Grant of Performance Units and Performance Shares	24
9.2.	Value of Performance Units and Performance Shares	24
9.3.	Earning of Performance Units and Performance Shares	24
9.4.	Form and Timing of Payment of Performance Units and Performance Shares	24
9.5.	Rights as a Shareholder	25
9.6.	Termination of Employment or Service	25
9.7.	Compliance With Code Section 409A	25
ARTICLE X. OTHER STOCK-BASED AWARDS		25
10.1.	Other Stock-Based Awards	25
10.2.	Value of Other Stock-Based Awards	25
10.3.	Payment of Other Stock-Based Awards	26
10.4.	Termination of Employment or Service	26
10.5.	Compliance With Code Section 409A	26

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		Page
ARTICLE XI. PERFORMANCE MEASURES		26
11.1.	Performance Measures	26
11.2.	Evaluation of Performance	27
11.3.	Adjustment of Performance-Based Compensation	27
11.4.	Committee Discretion	28
ARTICLE XII. DIVIDEND EQUIVALENTS		28
12.1.	Dividend Equivalents	28
ARTICLE XIII. TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION		28
13.1.	Transferability of Incentive Stock Options	28
13.2.	All Other Awards	29
13.3.	Beneficiary Designation	29
ARTICLE XIV. RIGHTS OF PARTICIPANTS		30
14.1.	Rights or Claims	30
14.2.	Adoption of the Plan	30
14.3.	Vesting	30
14.4.	No Effects on Benefits	30
14.5.	One or More Types of Awards	31
ARTICLE XV. CHANGE OF CONTROL		31
15.1.	Treatment of Outstanding Awards	31
15.2.	No Implied Rights; Other Limitations	33
15.3.	Termination, Amendment, and Modifications of Change of Control Provisions	33
15.4.	Compliance with Code Section 409A	33
ARTICLE XVI. AMENDMENT, MODIFICATION, AND TERMINATION		33
16.1.	Amendment, Modification, and Termination	33
16.2.	Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events	35
ARTICLE XVII. TAX WITHHOLDING AND OTHER TAX MATTERS		35
17.1.	Tax Withholding	35
17.2.	Withholding or Tendering Shares	35
17.3.	Restrictions	36
17.4.	Special ISO Obligations	36
17.5.	Section 83(b) Election	36
17.6.	No Guarantee of Favorable Tax Treatment	36
ARTICLE XVIII. LIMITS OF LIABILITY; INDEMNIFICATION		36
18.1.	Limits of Liability	36
18.2.	Indemnification	37
ARTICLE XIX. SUCCESSORS		37

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		Page
19.1.	General	37
ARTICLE XX. MISCELLANEOUS		38
20.1.	Drafting Context	38
20.2.	Forfeiture Events	38
20.3.	Severability	38
20.4.	Transfer, Leave of Absence	39
20.5.	Exercise and Payment of Awards	39
20.6.	Deferrals	39
20.7.	Loans	40
20.8.	No Effect on Other Plans	40
20.9.	Section 16 of Exchange Act and Code Section 162(m)	40
20.10.	Requirements of Law; Limitations on Awards	40
20.11.	Participants Deemed to Accept Plan	41
20.12.	Governing Law	41
20.13.	Plan Unfunded	42
20.14.	Administration Costs	42
20.15.	Uncertificated Shares	42
20.16.	No Fractional Shares	42
20.17.	Deferred Compensation	42
20.18.	Employees Based Outside of the United States	42

(v)

FIRST AMERICAN FINANCIAL CORPORATION

2010 INCENTIVE COMPENSATION PLAN

First American Financial Corporation, a Delaware corporation (the “ Company ”), has adopted First American Financial Corporation 2010 Incentive Compensation Plan (the “ Plan ”) for the benefit of non-employee directors of the Company and officers and eligible employees of the Company and any Subsidiaries and Affiliates (as each term defined below), as follows:

ARTICLE I.

ESTABLISHMENT; PURPOSES; AND DURATION

1.1. Establishment of the Plan . The Company hereby establishes this incentive compensation plan to be known as “First American Financial Corporation 2010 Incentive Compensation Plan”, as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and Other Stock-Based Awards. The Plan was adopted by the Board of Directors (as defined below) on May 28, 2010 and approved by The First American Corporation, as the Company’s sole shareholder, on May 28, 2010. For purposes of Section 422 of the Code and otherwise, the Plan became effective on May 28, 2010 (the “ Effective Date ”). The Plan shall remain in effect as provided in Section 1.3.

1.2. Purposes of the Plan . The purposes of the Plan are to provide additional incentives to non-employee directors of the Company and to those officers and employees of the Company, Subsidiaries and Affiliates whose substantial contributions are essential to the continued growth and success of the business of the Company and the Subsidiaries and Affiliates, in order to strengthen their commitment to the Company and the Subsidiaries and Affiliates, and to attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company and to further align the interests of such non-employee directors, officers and employees with the interests of the shareholders of the Company. To accomplish such purposes, the Plan provides that the Company may grant Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and Other Stock-Based Awards.

1.3. Duration of the Plan . The Plan shall commence on the Effective Date, as described in Section 1.1, and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article XVII, until all Shares subject to it shall have been delivered, and any restrictions on such Shares have lapsed, pursuant to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after ten years from the Effective Date.

ARTICLE II.

DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

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2.1. “ Affiliate ” means any entity other than the Company and any Subsidiary that is affiliated with the Company through stock or equity ownership or otherwise and is designated as an Affiliate for purposes of the Plan by the Committee; provided , however , that, notwithstanding any other provisions of the Plan to the contrary, for purposes of NQSOs and SARs, if an individual who otherwise qualifies as an Employee or Non-Employee Director provides services to such an entity and not to the Company or a Subsidiary, such entity may only be designated an Affiliate if the Company qualifies as a “service recipient,” within the meaning of Code Section 409A, with respect to such individual; provided further that such definition of “service recipient” shall be determined by (a) applying Code Section 1563(a)(1), (2) and (3), for purposes of determining a controlled group of corporations under Code Section 414(b), using the language “at least 50 percent” instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3), and by applying Treasury Regulations Section 1.414(c)-2, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), using the language “at least 50 percent” instead of “at least 80 percent” each place it appears in Treasury Regulations Section 1.414(c)-2, and (b) where the use of Shares with respect to the grant of an Option or SAR to such an individual is based upon legitimate business criteria, by applying Code Section 1563(a)(1), (2) and (3), for purposes of determining a controlled group of corporations under Code Section 414(b), using the language “at least 20 percent” instead of “at least 80 percent” at each place it appears in Code Section 1563(a)(1), (2) and (3), and by applying Treasury Regulations Section 1.414(c)-2, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), using the language “at least 20 percent” instead of “at least 80 percent” at each place it appears in Treasury Regulations Section 1.414(c)-2.

2.2. “ Award ” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, and Other Stock-Based Awards.

2.3. “ Award Agreement ” means either: (a) a written agreement setting forth the terms and provisions applicable to an Award granted under the Plan, or (b) a written or electronic instrument issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. An Award Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acknowledgement thereof, agreement thereto and actions thereunder by a Participant.

2.4. “ Beneficial Ownership ” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated under the Exchange Act.

2.5. “ Board ” or “ Board of Directors ” means the Board of Directors of the Company.

2.6. “ Cause ” shall have the definition given such term in a Participant’s Award Agreement, or in the absence of any such definition, as determined in good faith by the Committee.

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2.7. “ Change of Control ” means the occurrence of any of the following:

(a) an acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to Awards granted under the Plan or compensatory options or other similar awards granted by the Company) by any Person of any Voting Securities of the Company, immediately after which such Person has Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided , however , that in determining whether a Change of Control has occurred pursuant to this Section 2.7(a), Voting Securities of the Company which are acquired in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change of Control; or

(b) any Person acquires in one transaction or a series of related transactions (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person) Beneficial Ownership of Voting Securities of the Company possessing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided , however , that in determining whether a Change of Control has occurred pursuant to this Section 2.7(b), Voting Securities of the Company which are acquired in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change of Control; or

(c) the individuals who, immediately prior to the Effective Date, are members of the Board (the “ Company Incumbent Board” ) cease for any reason to constitute at least a majority of the members of the Board; provided , however , that if the election, or nomination for election of any new director was approved by a vote of at least a majority of the Company Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Company Incumbent Board; provided further , however , that no individual shall be considered a member of the Company Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “ Election Contest ” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “ Company Proxy Contest” ) including by reason of any agreement intended to avoid or settle any Election Contest or Company Proxy Contest; or

(d) the consummation of any merger, consolidation, recapitalization or reorganization involving the Company unless:

(i) the shareholders of the Company, immediately before such merger, consolidation, recapitalization or reorganization, own, directly or indirectly, immediately following such merger, consolidation, recapitalization or reorganization, more than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation or reorganization (the “ Company Surviving Corporation ”) in substantially the same proportion as their ownership of the Voting Securities of the Company immediately before such merger, consolidation, recapitalization or reorganization; and

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(ii) the individuals who were members of the Company Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, recapitalization or reorganization constitute at least a majority of the members of the board of directors of the Company Surviving Corporation, or a corporation Beneficially Owning, directly or indirectly, a majority of the voting securities of the Company Surviving Corporation, and

(iii) no Person, other than (A) the Company, (B) any Related Entity, (C) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation, recapitalization or reorganization, was maintained by the Company, the Company Surviving Corporation, or any Related Entity or (D) any Person who, together with its Affiliates, immediately prior to such merger, consolidation, recapitalization or reorganization had Beneficial Ownership of fifty percent (50%) or more of the then outstanding Voting Securities of the Company, owns, together with its Affiliates, Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Company Surviving Corporation’s then outstanding Voting Securities

(a transaction described in clauses (d)(i) through (d)(iii) above is referred to herein as a “ Non-Control Transaction ”); or

(e) any approval of any plan or proposal for the liquidation or dissolution of the Company; or

(f) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets or business of the Company to any Person (other than (A) a transfer or distribution to a Related Entity, or (B) a transfer or distribution to the Company’s shareholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “ Subject Person ”) acquired Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities of the Company as a result of the acquisition of Voting Securities of the Company by the Company which, by reducing the number of Voting Securities of the Company then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company and (1) before such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any new or additional Voting Securities of the Company in a related transaction or (2) after such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any new or additional Voting Securities of the Company which in either case increases the percentage of the then outstanding Voting Securities of the Company Beneficially Owned by the Subject Person, then a Change of Control shall be deemed to occur.

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Solely for purposes of this Section 2.7, (1) “ Affiliate ” shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and (2) “ control ” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Any Relative (for this purpose, “ Relative ” means a spouse, child, parent, parent of spouse, sibling or grandchild) of an individual shall be deemed to be an Affiliate of such individual for this purpose. None of the Company or any Person controlled by the Company shall be deemed to be an Affiliate of any holder of Shares.

For the avoidance of doubt, the formation of the Company as a wholly-owned subsidiary of The First American Corporation, the consummation of any or all of the transactions contemplated by the Separation and Distribution Agreement between the Company and The First American Corporation, dated as of June 1, 2010 (the “Separation Agreement”) and any changes to the capital structure of the Company or the ownership of the Voting Securities of the Company made prior to the time of the consummation of the distribution of the Company’s securities to the shareholders of The First American Corporation pursuant to the terms of the Separation Agreement, will not be considered a Change of Control for purposes of this Plan.

2.8. “ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time, including rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.

2.9. “ Committee ” means the Compensation Committee of the Board of Directors or a subcommittee thereof, or such other committee designated by the Board to administer the Plan.

2.10. “ Company Incumbent Board ” shall have the meaning provided in Section 2.7(c).

2.11. “ Company Proxy Contest ” shall have the meaning provided in Section 2.7(c).

2.12. “ Company Surviving Corporation ” has the meaning provided in Section 2.7(d)(i).

2.13. “ Covered Employee ” means any Employee who is or may become a “covered employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or a member of a class of Employees, by the Committee within the shorter of (i) ninety (90) days after the beginning of the Performance Period, or (ii) the first twenty-five percent (25%) of the Performance Period, as a “Covered Employee” under the Plan for such applicable Performance Period.

2.14. “ Director ” means any individual who is a member of the Board of Directors of the Company.

2.15. “ Disability ” means the inability to engage in any substantial gainful occupation to which the relevant individual is suited by education, training or experience, by

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reason of any medically determinable physical or mental impairment, which condition can be expected to result in death or continues for a continuous period of not less than twelve (12) months; provided , however , that, for purposes of ISOs, “Disability” shall mean “permanent and total disability” as set forth in Section 22(e)(3) of the Code.

2.16. “ Dividend Equivalents ” means the equivalent value (in cash or Shares) of dividends that would otherwise be paid on the Shares subject to an Award but that have not been issued or delivered, as described in Article XII.

2.17. “ Effective Date ” shall have the meaning ascribed to such term in Section 1.1.

2.18. “ Employee ” means any person designated as an employee of the Company, a Subsidiary and/or an Affiliate on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, a Subsidiary or an Affiliate as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, a Subsidiary and/or an Affiliate without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company, a Subsidiary and/or an Affiliate during such period. As further provided in Section 20.4, for purposes of the Plan, upon approval by the Committee, the term Employee may also include Employees whose employment with the Company, a Subsidiary or an Affiliate has been terminated subsequent to being granted an Award under the Plan. For the avoidance of doubt, a Director who would otherwise be an “Employee” within the meaning of this Section 2.18 shall be considered an Employee for purposes of the Plan.

2.19. “ Exchange Act ” means the Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.

2.20. “ Fair Market Value ” means the fair market value of the Shares as determined by the Committee by the reasonable application of such reasonable valuation method, consistently applied, as the Committee deems appropriate; provided , however , that, with respect to ISOs, for purposes of Section 6.3 and 6.9(c), such fair market value shall be determined subject to Section 422(c)(7) of the Code; provided further , however , that (a) if the Shares are readily tradable on an established securities market, Fair Market Value on any date shall be the last sale price reported for the Shares on such market on such date or, if no sale is reported on such date, on the last date preceding such date on which a sale was reported, or (b) if the Shares are admitted for listing on the New York Stock Exchange or other comparable market, Fair Market Value on any date shall be the last sale price reported for the Shares on such market on such date or, if no sale is reported on such date, on the last day preceding such date on which a sale was reported. In each case, the Committee shall determine Fair Market Value in a manner that satisfies the applicable requirements of Code Section 409A.

2.21. “ Fiscal Year ” means the calendar year, or such other consecutive twelve-month period as the Committee may select.

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2.22. “ Freestanding SAR ” means a SAR that is granted independently of any Options, as described in Article VII.

2.23. “ Grant Price ” means the price established at the time of grant of a SAR pursuant to Article VII, used to determine whether there is any payment due upon exercise of the SAR.

2.24. “ Incentive Stock Option ” or “ ISO ” means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Section 422 of the Code.

2.25. “ Insider ” means an individual who is, on the relevant date, an officer, director or ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act.

2.26. “ Non-Control Acquisition ” means an acquisition (whether by merger, stock purchase, asset purchase or otherwise) by (a) an employee benefit plan (or a trust forming a part thereof) maintained by (i) the Company or (ii) any corporation or other Person of which fifty percent (50%) or more of its total value or total voting power of its Voting Securities or equity interests is owned, directly or indirectly, by the Company (a “ Related Entity ”); (b) the Company or any Related Entity; (c) any Person in connection with a Non-Control Transaction; or (d) any Person that owns, together with its Affiliates, Beneficial Ownership of fifty percent (50%) or more of the outstanding Voting Securities of the Company on the Effective Date.

2.27. “ Non-Control Transaction ” shall have the meaning provided in Section 2.7(d).

2.28. “ Non-Employee Director ” means a Director who is not an Employee.

2.29. “ Nonqualified Stock Option ” or “ NQSO ” means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI and which is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.

2.30. “ Notice ” means notice provided by a Participant to the Company in a manner prescribed by the Committee.

2.31. “ Option ” or “ Stock Option ” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article VI.

2.32. “ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.33. “ Other Stock-Based Award ” means an equity-based or equity-related Award described in Section 10.1, granted in accordance with the terms and conditions set forth in Article X.

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2.34. “ Participant ” means any eligible individual as set forth in Article V who holds one or more outstanding Awards.

2.35. “ Performance-Based Compensation ” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

2.36. “ Performance Measure ” means performance criteria or measures as described in Section 11.1 on which the performance goals described in Article XI are based and which are approved by the Company’s shareholders pursuant to the Plan in order to qualify certain Awards as Performance-Based Compensation in accordance with Article XI.

2.37. “ Performance Period ” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to, or the amount or entitlement to, an Award.

2.38. “ Performance Share ” means an Award of a performance share granted to a Participant, as described in Article IX.

2.39. “ Performance Unit ” means an Award of a performance unit granted to a Participant, as described in Article IX.

2.40. “ Period of Restriction ” means the period during which Shares of Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture, and, in the case of Restricted Stock, the transfer of Shares of Restricted Stock is limited in some way, as provided in Article VIII.

2.41. “ Person ” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.

2.42. “ Qualified Change of Control ” means a Change of Control that qualifies as a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

2.43. “ Related Entity ” has the meaning provided in Section 2.26.

2.44. “ Restricted Stock ” means an Award granted to a Participant pursuant to Article VIII.

2.45. “ Restricted Stock Unit ” means an Award, whose value is equal to a Share, granted to a Participant pursuant to Article VIII.

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2.46. “ Retirement ” means Termination of a Participant due to either (a) retirement in accordance with any employee pension benefit plan maintained by the Company that is intended to satisfy the requirements of Section 401(a) of the Code entitling such Participant to a full pension under such plan or (b) retirement with the consent of the Committee.

2.47. “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, or any successor rule, as the same may be amended from time to time.

2.48. “ Securities Act ” means the Securities Act of 1933, as it may be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.

2.49. “ Share ” means a share of common stock, par value $0.00001 per share, of the Company (including any new, additional or different stock or securities resulting from any change in corporate capitalization as listed in Section 4.3).

2.50. “ Stock Appreciation Right ” or “ SAR ” means an Award, granted alone (a “ Freestanding SAR ”) or in connection with a related Option (a “ Tandem SAR ”), designated as a SAR, pursuant to the terms of Article VII.

2.51. “ Subject Person ” has the meaning provided in Section 2.7.

2.52. “ Subsidiary ” means any present or future corporation which is or would be a “subsidiary corporation” of the Company as the term is defined in Section 424(f) of the Code.

2.53. “ Substitute Awards ” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, options or other awards previously granted, or the right or obligation to grant future options or other awards, by a company acquired by the Company, a Subsidiary and/or an Affiliate or with which the Company, a Subsidiary and/or an Affiliate combines, or otherwise in connection with any merger, consolidation, acquisition of property or stock, or reorganization involving the Company, a Subsidiary or an Affiliate, including a transaction described in Code Section 424(a).

2.54. “ Tandem SAR ” means a SAR that is granted in connection with a related Option pursuant to Article VII.

2.55. “ Termination ” means the time when a Participant ceases the performance of services for the Company, any Affiliate or Subsidiary, as applicable, for any reason, with or without Cause, including a Termination by resignation, discharge, death, Disability or Retirement, but excluding (a) a Termination where there is a simultaneous reemployment or continuing employment of a Participant by the Company, Affiliate or any Subsidiary, (b) at the discretion of the Committee, a Termination that results in a temporary severance, and (c) at the discretion of the Committee, a Termination of an Employee that is immediately followed by the Participant’s service as a Non-Employee Director. Notwithstanding any other provisions of the Plan or any Award Agreement to the contrary, a Termination shall not be deemed to have occurred for purposes of any provision the Plan or any Award Agreement providing for payment or distribution with respect to an Award constituting deferred compensation subject to Code

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Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A.

2.56. “ Voting Securities ” shall mean, with respect to any Person that is a corporation, all outstanding voting securities of such Person entitled to vote generally in the election of the board of directors of such Person.

ARTICLE III.

ADMINISTRATION

3.1. General . The Committee shall have exclusive authority to operate, manage and administer the Plan in accordance with its terms and conditions. Notwithstanding the foregoing, in its absolute discretion, the Board may at any time and from time to time exercise any and all rights, duties and responsibilities of the Committee under the Plan, including establishing procedures to be followed by the Committee, but excluding matters which under any applicable law, regulation or rule, including any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) or Section 162(m) of the Code, are required to be determined in the sole discretion of the Committee. If and to the extent that the Committee does not exist or cannot function, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee, subject to the limitations set forth in the immediately preceding sentence. Notwithstanding any other provision of the Plan to the contrary, any action or determination specifically affecting or relating to an Award granted to a Non-Employee Director shall be taken or approved, by the Board or the Committee.

3.2. Committee . The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee shall consist of not less than three (3) non-employee members of the Board, each of whom satisfies such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate. Appointment of Committee members shall be effective upon their acceptance of such appointment. Committee members may be removed by the Board at any time either with or without cause, and such members may resign at any time by delivering notice thereof to the Board. Any vacancy on the Committee, whether due to action of the Board or any other reason, shall be filled by the Board. The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum and a majority of a quorum may authorize any action.

3.3. Authority of the Committee . The Committee shall have full discretionary authority to grant, pursuant to the terms of the Plan, Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Committee shall have full power, in accordance with the other terms and provisions of the Plan, to:

(a) select Employees and Non-Employee Directors who may receive Awards under the Plan and become Participants;

(b) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan;

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(d) determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs;

(e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate;

(f) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable;

(g) make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including whether such Termination occurs by reason of Cause, Disability or Retirement or in connection with a Change of Control and whether a leave constitutes a Termination;

(h) construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement;

(i) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award;

(j) establish and administer any performance goals in connection with any Awards, including related Performance Measures or performance criteria and applicable Performance Periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to Awards intended to qualify as Performance-Based Compensation were in fact satisfied;

(k) construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards;

(l) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration;

(m) make all valuation determinations relating to Awards and the payment or settlement thereof;

(n) grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award;

(o) subject to the provisions of Article XVI, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock subject to any outstanding Award;

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(p) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise;

(q) offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate to the Participant at the time such offer is made;

(r) determine whether, and to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled or suspended; and

(s) exercise all such other authorities, take all such other actions and make all such other determinations as it deems necessary or advisable for the proper operation and/or administration of the Plan.

3.4. Award Agreements . The Committee shall, subject to applicable laws and rules, determine the date an Award is granted. Each Award shall be evidenced by an Award Agreement; however , two or more Awards granted to a single Participant may be combined in a single Award Agreement. An Award Agreement shall not be a precondition to the granting of an Award; provided , however , that (a) the Committee may, but need not, require as a condition to any Award Agreement’s effectiveness, that such Award Agreement be executed on behalf of the Company and/or by the Participant to whom the Award evidenced thereby shall have been granted (including by electronic signature or other electronic indication of acceptance), and such executed Award Agreement be delivered to the Company, and (b) no person shall have any rights under any Award unless and until the Participant to whom such Award shall have been granted has complied with the applicable terms and conditions of the Award. The Committee shall prescribe the form of all Award Agreements, and, subject to the terms and conditions of the Plan, shall determine the content of all Award Agreements. Any Award Agreement may be supplemented or amended in writing from time to time as approved by the Committee; provided that the terms and conditions of any such Award Agreement as supplemented or amended are not inconsistent with the provisions of the Plan. In the event of any dispute or discrepancy concerning the terms of an Award, the records of the Committee or its designee shall be determinative.

3.5. Discretionary Authority; Decisions Binding . The Committee shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan. All determinations, decisions, actions and interpretations by the Committee with respect to the Plan and any Award Agreement, and all related orders and resolutions of the Committee shall be final, conclusive and binding on all Participants, the Company and its shareholders, any Subsidiary or Affiliate and all persons having or claiming to have any right or interest in or under the Plan and/or any Award Agreement. The Committee shall consider such factors as it deems relevant to making or taking such decisions, determinations, actions and interpretations, including the recommendations or advice of any

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Director or officer or employee of the Company, any director, officer or employee of a Subsidiary or Affiliate and such attorneys, consultants and accountants as the Committee may select. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.

3.6. Attorneys; Consultants . The Committee may consult with counsel who may be counsel to the Company. The Committee may, with the approval of the Board, employ such other attorneys and/or consultants, accountants, appraisers, brokers, agents and other persons, any of whom may be an Employee, as the Committee deems necessary or appropriate. The Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. The Committee shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel or other persons.

3.7. Delegation of Administration . Except to the extent prohibited by applicable law, including any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) or Section 162(m) of the Code, or the applicable rules of a stock exchange, the Committee may, in its discretion, allocate all or any portion of its responsibilities and powers under this Article III to any one or more of its members and/or delegate all or any part of its responsibilities and powers under this Article III to any person or persons selected by it; provided , however , that the Committee may not delegate its authority to correct defects, omissions or inconsistencies in the Plan. Any such authority delegated or allocated by the Committee under this Section 3.7 shall be exercised in accordance with the terms and conditions of the Plan and any rules, regulations or administrative guidelines that may from time to time be established by the Committee, and any such allocation or delegation may be revoked by the Committee at any time.

ARTICLE IV.

SHARES SUBJECT TO THE PLAN AND ANNUAL AWARD LIMITS

4.1. Number of Shares Available for Grants . The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.3, the total number of Shares that may be delivered pursuant to Awards under the Plan shall be sixteen million (16,000,000) Shares. If (a) any Shares are subject to an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised, or are subject to any Restricted Stock Award (including any Shares subject to a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted under the Plan which are forfeited, or (b) any Award based on Shares is settled for cash, expires or otherwise terminates without the issuance of such Shares, the Shares subject to any such Award shall, to the extent of any such expiration, termination, cancellation, forfeiture or cash settlement, be available for delivery in connection with future Awards under the Plan; provided , however , that (i) all Shares covered by a SAR, to the extent that it is exercised, and whether or not Shares are actually issued to the

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Participant upon exercise of the SAR and (ii) all Shares withheld by the Company to pay the exercise price of an Option and/or the withholding taxes related an Award shall reduce the total number of Shares available for delivery under the Plan. Any Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan; provided , however , that the total number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be the number of Shares set forth in the first sentence of this Section 4.1, as adjusted pursuant to this Section 4.1, but without application of the foregoing provisions of this sentence.

4.2. Annual Award Limits . The following limits shall apply to grants of all Awards under the Plan:

(a) Options : The maximum aggregate number of Shares that may be subject to Options granted in any one Fiscal Year to any one Participant shall be five hundred thousand (500,000) Shares.

(b) SARs : The maximum aggregate number of Shares that may be subject to Stock Appreciation Rights granted in any one Fiscal Year to any one Participant shall be five hundred thousand (500,000) Shares. Any Shares covered by Options which include Tandem SARs granted to one Participant in any Fiscal Year shall reduce this limit on the number of Shares subject to SARs that can be granted to such Participant in such Fiscal Year.

(c) Restricted Stock or Restricted Stock Units : The maximum aggregate number of Shares that may be subject to Awards of Restricted Stock or Restricted Stock Units granted in any one Fiscal Year to any one Participant shall be one hundred twenty-five (125,000) Shares.

(d) Performance Shares or Performance Units : The maximum aggregate grant with respect to Awards of Performance Shares or Performance Units granted in any one Fiscal Year to any one Participant shall be one hundred twenty-five (125,000) Shares.

(e) Other Stock-Based Awards : The maximum aggregate grant with respect to Other Stock-Based Awards made in any one Fiscal Year to any one Participant shall be one hundred twenty-five (125,000) Shares (or cash amounts based on the value of such number of Shares).

To the extent required by Section 162(m) of the Code, Shares subject to Options or SARs which are canceled shall continue to be counted against the limits set forth in paragraphs (a) and (b) immediately preceding.

4.3. Adjustments in Authorized Shares . In the event of any corporate event or transaction (including a change in the Shares or the capitalization of the Company), such as a reclassification, recapitalization, merger, consolidation, reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), issuance of warrants or rights, dividend or other distribution (whether in the form of cash, stock or other property), stock split or reverse stock split, spin-off, split-up, combination or exchange of shares,

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repurchase of shares, or other like change in corporate structure, partial or complete liquidation of the Company or distribution (other than ordinary cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, as applicable, the number, class and kind of securities which may be delivered under Section 4.1; the number, class and kind, and/or price (such as the Option Price of Options or the Grant Price of SARs) of securities subject to outstanding Awards; the Award limits set forth in Section 4.2; and other value determinations applicable to outstanding Awards; provided , however , that the number of Shares subject to any Award shall always be a whole number. The Committee shall also make appropriate adjustments and modifications in the terms of any outstanding Awards to reflect or related to any such events, adjustments, substitutions or changes, including modifications of performance goals and changes in the length of Performance Periods, subject to the requirements of Article XI in the case of Awards intended to qualify as Performance-Based Compensation. Any adjustment, substitution or change pursuant to this Section 4.3 made with respect to an Award intended to be an Incentive Stock Option shall be made only to the extent consistent with such intent, unless the Committee determines otherwise, and any such adjustment that is made with respect to an Award that provides for Performance-Based Compensation shall be made consistent with the intent that such Award qualify for the performance-based compensation exception under Section 162(m) of the Code. The Committee shall not make any adjustment pursuant to this Section 4.3 that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A. All determinations of the Committee as to adjustments or changes, if any, under this Section 4.3 shall be conclusive and binding on the Participants.

4.4. No Limitation on Corporate Actions . The existence of the Plan and any Awards granted hereunder shall not affect in any way the right or power of the Company, any Subsidiary or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or business structure, any merger or consolidation, any issuance of debt, preferred or prior preference stock ahead of or affecting the Shares, additional shares of capital stock or other securities or subscription rights thereto, any dissolution or liquidation, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. Further, except as expressly provided herein or by the Committee, (i) the issuance by the Company of Shares or any class of securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, (ii) the payment of an ordinary dividend in cash or property other than Shares, or (iii) the occurrence of any similar transaction, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to Awards theretofore granted or the Option Price, Grant Price or purchase price per share applicable to any Award, unless the Committee shall determine, in its discretion, that an adjustment is necessary or appropriate.

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ARTICLE V.

ELIGIBILITY AND PARTICIPATION

5.1. Eligibility . Employees and Non-Employee Directors shall be eligible to become Participants and receive Awards in accordance with the terms and conditions of the Plan, subject to the limitations on the granting of ISOs set forth in Section 6.9(a), the granting of SARs set forth in Section 7.1 and the granting of Performance Units and Performance Shares set forth in Section 9.1.

5.2. Actual Participation . Subject to the provisions of the Plan, the Committee may, from time to time, select Participants from all eligible Employees and Non-Employee Directors and shall determine the nature and amount of each Award.

ARTICLE VI.

STOCK OPTIONS

6.1. Grant of Options . Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. The Committee may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Committee or automatically upon the occurrence of specified events, including the achievement of performance goals, the satisfaction of an event or condition within the control of the recipient of the Option or within the control of others. The granting of an Option shall take place when the Committee by resolution, written consent or other appropriate action determines to grant such Option for a particular number of Shares to a particular Participant at a particular Option Price.

6.2. Award Agreement . Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which the Option shall become exercisable and such other provisions as the Committee shall determine, which are not inconsistent with the terms of the Plan; provided that if an Award Agreement does not contain exercisability criteria, the Option governed by such Award Agreement shall become exercisable in equal parts on each of the first five (5) anniversaries of the date on which the Option was granted, subject to the other terms and conditions of the Award Agreement and the Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO. To the extent that any Option does not qualify as an ISO (whether because of its provisions or the time or manner of its exercise or otherwise), such Option, or the portion thereof which does not so qualify, shall constitute a separate NQSO.

6.3. Option Price . The Option Price for each Option shall be determined by the Committee and set forth in the Award Agreement; provided that, subject to Section 6.9(c), the Option Price of an Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted; provided further , that Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.3, in the form of stock options, shall have an Option Price per Share that is intended to maintain the economic value of the Award that was replaced or adjusted, as determined by the Committee.

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6.4. Duration of Options . Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant and set forth in the Award Agreement; provided , however , that no Option shall be exercisable later than the tenth (10 ^th ) anniversary of its date of grant, subject to the respective last sentences of Sections 6.5 and 6.9(c).

6.5. Exercise of Options . Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance determine and set forth in the Award Agreement, which need not be the same for each grant or for each Option or Participant. An Agreement may provide that the period of time over which an Option other than an ISO may be exercised shall be automatically extended if on the scheduled expiration date of such Option the Optionee’s exercise of such Option would violate applicable securities laws; provided , however , that during such extended exercise period the Option may only be exercised to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date; provided further , however , that such extended exercise period shall end not later than thirty (30) days after the exercise of such Option first would no longer violate such laws.

6.6. Payment . Options shall be exercised by the delivery of a written notice of exercise to the Company, in a form specified or accepted by the Committee, or by complying with any alternative exercise procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for such Shares, which shall include applicable taxes, if any, in accordance with Article XVII. The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) subject to such terms, conditions and limitations as the Committee may prescribe, by tendering (either by actual delivery or attestation) unencumbered Shares previously acquired by the Participant exercising such Option having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, (c) by a combination of (a) and (b); or (d) by any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, a cashless (broker-assisted) exercise that complies with all applicable laws and/or by the Company withholding of Shares otherwise deliverable upon exercise of such Option. Subject to any governing rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment in accordance with the preceding provisions of this Section 6.6, the Company shall deliver to the Participant exercising an Option, in the Participant’s name, evidence of book entry Shares, or, upon the Participant’s request, Share certificates, in an appropriate amount based upon the number of Shares purchased under the Option, subject to Section 20.10. Unless otherwise determined by the Committee, all payments under all of the methods described above shall be paid in United States dollars.

6.7. Rights as a Shareholder . No Participant or other person shall become the beneficial owner of any Shares subject to an Option, nor have any rights to dividends or other rights of a shareholder with respect to any such Shares, until the Participant has actually received such Shares following exercise of his or her Option in accordance with the provisions of the Plan and the applicable Award Agreement.

6.8. Termination of Employment or Service . Except as otherwise provided in the Award Agreement, an Option may be exercised only to the extent that it is then exercisable, and

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if at all times during the period beginning with the date of granting of such Option and ending on the date of exercise of such Option the Participant is an Employee or Non-Employee Director, and shall terminate immediately upon a Termination of the Participant.

Notwithstanding the immediately foregoing paragraph, an Option may only be exercised following Termination as provided below in this Section 6.8, unless otherwise provided by the Committee or in the Award Agreement:

(a) In the event a Participant ceases to be an Employee because of Retirement or ceases to be a Non-Employee Director because of voluntary resignation, the Participant shall have the right to exercise his or her Option, to the extent exercisable as of the date of such Retirement or voluntary resignation, respectively, at any time within one (1) year after Retirement or voluntary resignation, respectively.

(b) In the event a Participant ceases to be an Employee or Non-Employee Director due to Disability, the Option held by the Participant may be exercised, to the extent exercisable as of the date of such Termination, at any time within one (1) year after such Termination.

(c) In the event a Participant’s employment with the Company or any Affiliate or Subsidiary or a Participant’s rendering of services as a Non-Employee Director to the Company ceases for reasons other than those described in subsections (a) or (b) immediately above and not due to Termination for Cause, his or her Option, to the extent exercisable as of the date of such Termination, may be exercised at any time prior to the first (1 ^st ) anniversary of the date of such Termination.

(d) In the event a Participant dies either while an Employee or Non-Employee Director or after Termination under circumstances described in subsections (a), (b) or (c) immediately above within the applicable time period described therein, any Options held by such Participant, to the extent such Options would have been exercisable in accordance with the applicable subsection of this Section 6.8 as of the date of the Participant’s death, may be exercised at any time within one (1) year after the Participant’s death by the Participant’s beneficiary or the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired the Option directly from the Participant by bequest or inheritance, in accordance herewith.

Notwithstanding the foregoing provisions of this Section 6.8 to the contrary, the Committee may determine in its discretion that an Option may be exercised following any such Termination, whether or not exercisable at the time of such Termination. Subsections (a), (b), (c) and (d) of this Section 6.8, and the immediately preceding sentence, shall be subject to the condition that, except as otherwise provided by the Committee, no Option may be exercised after a Participant’s Termination for Cause or after the expiration date of such Option specified in the applicable Award Agreement.

6.9. Limitations on Incentive Stock Options .

(a) General . No ISO shall be granted to any individual otherwise eligible to participate in the Plan who is not an Employee of the Company or a Subsidiary on the

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date of granting of such Option. Any ISO granted under the Plan shall contain such terms and conditions, consistent with the Plan, as the Committee may determine to be necessary to qualify such Option as an “incentive stock option” under Section 422 of the Code. Any ISO granted under the Plan may be modified by the Committee to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code.

(b) $100,000 Per Year Limitation . Notwithstanding any intent to grant ISOs, an Option granted under the Plan will not be considered an ISO to the extent that it, together with any other “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to subsection (d) of such Section) under the Plan and any other “incentive stock option” plans of the Company, any Subsidiary and any “parent corporation” of the Company within the meaning of Section 424(e) of the Code, are exercisable for the first time by any Participant during any calendar year with respect to Shares having an aggregate Fair Market Value in excess of $100,000 (or such other limit as may be required by the Code) as of the time the Option with respect to such Shares is granted. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted.

(c) Options Granted to Certain Shareholders . No ISO shall be granted to an individual otherwise eligible to participate in the Plan who owns (within the meaning of Section 424(d) of the Code), at the time the Option is granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary or any “parent corporation” of the Company within the meaning of Section 424(e) of the Code. This restriction does not apply if at the time such ISO is granted the Option Price of the ISO is at least 110% of the Fair Market Value of a Share on the date such ISO is granted, and the ISO by its terms is not exercisable after the expiration of five years from such date of grant.

6.10. No Repricing . Notwithstanding anything in the Plan to the contrary, no Option may be repriced, regranted through cancellation, or otherwise amended to reduce the Option Price applicable thereto (other than with respect to adjustments described in Section 4.3) without the approval of the Company’s shareholders to the extent required by the listing requirements of any national securities exchange on which the Company’s securities are then actively traded.

ARTICLE VII.

STOCK APPRECIATION RIGHTS

7.1. Grant of SARs . Subject to the terms and conditions of the Plan, SARs may be granted to Participants other than Non-Employee Directors at any time and from time to time as shall be determined by the Committee. The Committee may grant a SAR (a) in connection and simultaneously with the grant of an Option (a Tandem SAR) or (b) independent of, and unrelated to, an Option (a Freestanding SAR). The Committee shall have complete discretion in determining the number of Shares to which a SAR pertains (subject to Article IV) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to any SAR. The

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terms and conditions of SARs shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all SARs or all Participants receiving such SARs.

7.2. Grant Price . The Grant Price for each SAR shall be determined by the Committee and set forth in the Award Agreement, subject to the limitations of this Section 7.2. The Grant Price for each Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date such Freestanding SAR is granted, except in the case of Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.3. The Grant Price of a Tandem SAR shall be equal to the Option Price of the related Option.

7.3. Exercise of Tandem SARs . Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR shall be exercisable only when and to the extent the related Option is exercisable and may be exercised only with respect to the Shares for which the related Option is then exercisable. A Tandem SAR shall entitle a Participant to elect, in the manner set forth in the Plan and the applicable Award Agreement, in lieu of exercising his or her unexercised related Option for all or a portion of the Shares for which such Option is then exercisable pursuant to its terms, to surrender such Option to the Company with respect to any or all of such Shares and to receive from the Company in exchange therefor a payment described in Section 7.7. An Option with respect to which a Participant has elected to exercise a Tandem SAR shall, to the extent of the Shares covered by such exercise, be canceled automatically and surrendered to the Company. Such Option shall thereafter remain exercisable according to its terms only with respect to the number of Shares as to which it would otherwise be exercisable, less the number of Shares with respect to which such Tandem SAR has been so exercised. Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the related ISO; (b) the value of the payment with respect to the Tandem SAR may not exceed the difference between the Fair Market Value of the Shares subject to the related ISO at the time the Tandem SAR is exercised and the Option Price of the related ISO; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.4. Exercise of Freestanding SARs . Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, in accordance with the Plan, determines and sets forth in the Award Agreement.

7.5. Award Agreement . Each SAR grant shall be evidenced by an Award Agreement that shall specify the number of Shares to which the SAR pertains, the Grant Price, the term of the SAR, and such other terms and conditions as the Committee shall determine in accordance with the Plan.

7.6. Term of SARs . The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided , however , that the term of any Tandem SAR shall be the same as the related Option and no SAR shall be exercisable more than ten (10) years after it is granted, subject to the last sentence of Section 6.5 in the case of a Tandem SAR.

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7.7. Payment of SAR Amount . An election to exercise SARs shall be deemed to have been made on the date of Notice of such election to the Company. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price of the SAR; by

(b) The number of Shares with respect to which the SAR is exercised.

Notwithstanding the foregoing provisions of this Section 7.7 to the contrary, the Committee may establish and set forth in the applicable Award Agreement a maximum amount per Share that will be payable upon the exercise of a SAR. At the discretion of the Committee, such payment upon exercise of a SAR shall be in cash, in Shares of equivalent Fair Market Value, or in some combination thereof.

7.8. Rights as a Shareholder . A Participant receiving a SAR shall have the rights of a Shareholder only as to Shares, if any, actually issued to such Participant upon satisfaction or achievement of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to which such Award relates but which are not actually issued to such Participant.

7.9. Termination of Employment or Service . Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following such Participant’s Termination, subject to Section 6.8, as applicable to any Tandem SAR. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.

7.10. No Repricing . Notwithstanding anything in the Plan to the contrary, no SAR may be repriced, regranted through cancellation, or otherwise amended to reduce the Grant Price applicable thereto (other than with respect to adjustments described in Section 4.3) without the approval of the Company’s shareholders to the extent required by the listing requirements of any national securities exchange on which the Company’s securities are then actively traded.

ARTICLE VIII.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

8.1. Awards of Restricted Stock and Restricted Stock Units . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Subject to the terms and conditions of this Article VIII and the Award Agreement, upon delivery of Shares of Restricted Stock to a Participant, or creation of a book entry evidencing a Participant’s ownership of Shares of Restricted Stock, pursuant to Section 8.6, the Participant shall have all of the rights of a shareholder with respect to such Shares, subject to the terms and restrictions set forth in this Article VIII or the applicable Award Agreement or as determined by the Committee. Restricted Stock Units shall be similar to Restricted Stock, except no Shares are actually awarded to a Participant who is granted Restricted Stock Units on the date

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of grant, and such Participant shall have no rights of a shareholder with respect to such Restricted Stock Units.

8.2. Award Agreement . Each Restricted Stock and/or Restricted Stock Unit Award shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine in accordance with the Plan.

8.3. Nontransferability of Restricted Stock . Except as provided in this Article VIII, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement.

8.4. Period of Restriction and Other Restrictions . The Period of Restriction shall lapse based on continuing service as a Non-Employee Director or continuing employment with the Company, a Subsidiary or an Affiliate, the achievement of performance goals, the satisfaction of other conditions or restrictions or upon the occurrence of other events, in each case, as determined by the Committee, at its discretion, and stated in the Award Agreement.

8.5. Delivery of Shares, Payment of Restricted Stock Units . Subject to Section 20.10, after the last day of the Period of Restriction applicable to a Participant’s Shares of Restricted Stock, and after all conditions and restrictions applicable to such Shares of Restricted Stock have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such Shares of Restricted Stock shall become freely transferable by such Participant. After the last day of the Period of Restriction applicable to a Participant’s Restricted Stock Units, and after all conditions and restrictions applicable to Restricted Stock Units have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such Restricted Stock Units shall be settled by delivery of Shares, a cash payment determined by reference to the then-current Fair Market Value of Shares or a combination of Shares and such cash payment as the Committee, in its sole discretion, shall determine, either by the terms of the Award Agreement or otherwise.

8.6. Forms of Restricted Stock Awards . Each Participant who receives an Award of Shares of Restricted Stock shall be issued a stock certificate or certificates evidencing the Shares covered by such Award registered in the name of such Participant, which certificate or certificates may contain an appropriate legend. The Committee may require a Participant who receives a certificate or certificates evidencing a Restricted Stock Award to immediately deposit such certificate or certificates, together with a stock power or other appropriate instrument of transfer, endorsed in blank by the Participant, with signatures guaranteed in accordance with the Exchange Act if required by the Committee, with the Secretary of the Company or an escrow holder as provided in the immediately following sentence. The Secretary of the Company or such escrow holder as the Committee may appoint shall retain physical custody of each certificate representing a Restricted Stock Award until the Period of Restriction and any other restrictions imposed by the Committee or under the Award Agreement with respect to the Shares evidenced by such certificate expire or shall have been removed. The foregoing to the contrary

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notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Shares of Restricted Stock prior to the lapse of the Period of Restriction or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” ( i.e. , a computerized or manual entry) in the records of the Company or its designated agent in the name of the Participant who has received such Award. Such records of the Company or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Stock Awards evidenced in such manner. The holding of Shares of Restricted Stock by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Shares of Restricted Stock, in accordance with this Section 8.6, shall not affect the rights of Participants as owners of the Shares of Restricted Stock awarded to them, nor affect the restrictions applicable to such shares under the Award Agreement or the Plan, including the Period of Restriction.

8.7. Voting Rights . Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units.

8.8. Dividends and Other Distributions . During the Period of Restriction, Participants holding Shares of Restricted Stock shall be credited with any cash dividends paid with respect to such Shares while they are so held, unless determined otherwise by the Committee and set forth in the Award Agreement. The Committee may apply any restrictions to such dividends that the Committee deems appropriate. Except as set forth in the Award Agreement, in the event of (a) any adjustment as provided in Section 4.3, or (b) any shares or securities are received as a dividend, or an extraordinary dividend is paid in cash, on Shares of Restricted Stock, any new or additional Shares or securities or any extraordinary dividends paid in cash received by a recipient of Restricted Stock shall be subject to the same terms and conditions, including the Period of Restriction, as relate to the original Shares of Restricted Stock.

8.9. Termination of Employment or Service . Except as otherwise provided in this Section 8.9, during the Period of Restriction, any Restricted Stock Units and/or Shares of Restricted Stock held by a Participant shall be forfeited and revert to the Company (or, if Shares of Restricted Sock were sold to the Participant, the Participant shall be required to resell such Shares to the Company at cost) upon the Participant’s Termination or the failure to meet or satisfy any applicable performance goals or other terms, conditions and restrictions to the extent set forth in the applicable Award Agreement. Each applicable Award Agreement shall set forth the extent to which, if any, the Participant shall have the right to retain Restricted Stock Units and/or Shares of Restricted Stock following such Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for, or circumstances of, such Termination.

8.10. Compliance With Code Section 409A . Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit shall be paid in full to the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which the Restricted Stock Unit is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee provides in an Award Agreement

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that a Restricted Stock Unit is intended to be subject to Code Section 409A, the Award Agreement shall include terms that are intended to satisfy the requirements of Code Section 409A.

ARTICLE IX.

PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1. Grant of Performance Units and Performance Shares . Subject to the terms of the Plan, Performance Units and/or Performance Shares may be granted to Participants other than Non-Employee Directors in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee, in accordance with the Plan. A Performance Unit or Performance Share entitles the Participant who receives such Award to receive Shares or cash upon the attainment of performance goals and/or satisfaction of other terms and conditions determined by the Committee when the Award is granted and set forth in the Award Agreement. Such entitlements of a Participant with respect to his or her outstanding Performance Unit or Performance Share shall be reflected by a bookkeeping entry in the records of the Company, unless otherwise provided by the Award Agreement. The terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.

9.2. Value of Performance Units and Performance Shares . Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units and Performance Shares that will be paid out to the Participant.

9.3. Earning of Performance Units and Performance Shares . Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to receive payment on the number and value of Performance Units or Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals and/or other terms and conditions have been achieved or satisfied. The Committee shall determine the extent to which any such pre-established performance goals and/or other terms and conditions of a Performance Unit or Performance Share are attained or not attained following conclusion of the applicable Performance Period. The Committee may, in its discretion, waive any such performance goals and/or other terms and conditions relating to any such Award not intended to qualify as Performance-Based Compensation.

9.4. Form and Timing of Payment of Performance Units and Performance Shares . Payment of earned Performance Units and Performance Shares shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units and Performance Shares in the form of cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares as soon as practicable after the end of the Performance Period and following the Committee’s determination of actual performance against the performance goals and/or other terms and conditions

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established by the Committee. Such Shares may be granted subject to any restrictions imposed by the Committee, including pursuant to Section 20.10. The determination of the Committee with respect to the form of payment of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

9.5. Rights as a Shareholder . A Participant receiving a Performance Unit or Performance Share shall have the rights of a shareholder only as to Shares, if any, actually received by the Participant upon satisfaction or achievement of the terms and conditions of such Award and not with respect to Shares subject to the Award but not actually issued to such Participant.

9.6. Termination of Employment or Service . Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following such Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.

9.7. Compliance With Code Section 409A . Unless the Committee provides otherwise in an Award Agreement, each Performance Unit and/or Performance Share that is considered deferred compensation subject to the requirements of Code Section 409A shall be paid in full to the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which such Award is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee provides in an Award Agreement that a Performance Share or Performance Unit is intended to be subject to Code Section 409A, the Award Agreement shall include terms that are intended to satisfy the requirements of Code Section 409A.

ARTICLE X.

OTHER STOCK-BASED AWARDS

10.1. Other Stock-Based Awards . The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in such amounts (subject to Article IV) and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. The terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.

10.2. Value of Other Stock-Based Awards . Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion, and any such performance goals shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance goals, the number and/or value of Other Stock-Based Awards

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that will be paid out to the Participant will depend on the extent to which such performance goals are met.

10.3. Payment of Other Stock-Based Awards . Payment, if any, with respect to an Other Stock-Based Award shall be made in accordance with the terms of the Award, as set forth in the Award Agreement, in cash or Shares as the Committee determines.

10.4. Termination of Employment or Service . The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following the Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in the applicable Award Agreement, but need not be uniform among all Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.

10.5. Compliance With Code Section 409A . Unless the Committee provides otherwise in an Award Agreement, each Other Stock-Based Award that is considered deferred compensation subject to the requirements of Code Section 409A shall be paid in full to the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which the Other Stock-Based Award is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee provides in an Award Agreement that an Other Stock-Based Award is intended to be subject to Code Section 409A, the Award Agreement shall include terms that are intended to satisfy the requirements of Code Section 409A.

ARTICLE XI.

PERFORMANCE MEASURES

11.1. Performance Measures . The objective performance goals upon which the granting, payment and/or vesting of Awards to Covered Employees that are intended to qualify as Performance-Based Compensation may occur shall be based on any one or more of the following Performance Measures selected by the Committee:

(a) Earnings per share;

(b) Net earnings or net income (before or after taxes);

(d) Net operating profit;

(e) Return measures (including return on assets, capital, invested capital, equity, sales or revenue);

(f) Cash flow (including operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment);

(g) Earnings before or after interest, taxes, depreciation and/or amortization;

(h) Gross or operating margins;

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(i) Productivity ratios;

(j) Revenue growth;

(k) Expenses;

(l) Margins;

(m) Operating efficiency;

(n) Customer satisfaction;

(o) Working capital;

(p) Market share;

(q) Share price (including growth measures, market capitalization, total shareholder return and return relative to market indices); and

(r) Economic value added or EVA (net operating profit after tax minus capital multiplied by the cost of capital).

Such performance goals shall be established by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Code Section 162(m)(4)(C), or any successor provision thereto, and the regulations thereunder, for performance-based compensation, and may be set forth in the applicable Award Agreement. Any Performance Measures may be used to measure the performance of the Company, its Affiliates, and/or Subsidiaries as a whole or any business unit of the Company, its Affiliates, and/or Subsidiaries or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (g) above as compared to various stock market indices.

11.2. Evaluation of Performance . Notwithstanding any other provision of the Plan, payment or vesting of any such Award that is intended to qualify as Performance-Based Compensation shall not be made until the Committee certifies in writing that the applicable performance goals and any other material terms of such Award were in fact satisfied, except as otherwise provided in Section 11.3. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

11.3. Adjustment of Performance-Based Compensation . Notwithstanding any provision of the Plan to the contrary, with respect to any Award that is intended to qualify as Performance-Based Compensation, (a) the Committee may adjust downwards, but not upwards, any amount payable, or other benefits granted, issued, retained and/or vested pursuant to such an

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Award on account of satisfaction of the applicable performance goals on the basis of such further considerations as the Committee in its discretion shall determine, and (b) the Committee may not waive the achievement of the applicable performance goals, except in the case of the Participant’s death or Disability, or a Change of Control.

11.4. Committee Discretion . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting of such Awards on performance measures other than those set forth in Section 11.1 and establish terms and conditions that do not satisfy all of the specific requirements set forth in this Article XI.

ARTICLE XII.

DIVIDEND EQUIVALENTS

12.1. Dividend Equivalents . Unless otherwise provided by the Committee, no adjustment shall be made in the Shares issuable or taken into account under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders of Shares prior to issuance of such Shares under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on Shares that are subject to any Award, including any Award the payment or settlement of which is deferred pursuant to Section 20.6. Dividend Equivalents may be credited as of the dividend payment dates, during the period between the date the Award is granted and the date the Award becomes payable or terminates or expires. Dividend Equivalents may be subject to any limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time, and shall be paid at such times, as may be determined by the Committee. Unless the Award Agreement provides otherwise, Dividend Equivalents that are considered deferred compensation subject to the requirements of Code Section 409A shall be paid to the Participant at least annually, not later than the fifteenth day of the third month following the end of the calendar year in which the Dividend Equivalents are credited (or, if later, the fifteenth day of the third month following the end of the calendar year in which the Dividend Equivalents are no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A). Any Dividend Equivalents that are accumulated and paid after the date specified in the preceding sentence shall be explicitly set forth in a separate arrangement that provides for the payment of the dividend equivalents at a time and in a manner that satisfies the requirements of Code Section 409A. No Dividend Equivalents shall relate to Shares underlying an Option or SAR unless such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any such Option or SAR to be subject to Code Section 409A.

ARTICLE XIII.

TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION

13.1. Transferability of Incentive Stock Options . No ISO or Tandem SAR granted in connection with an ISO may be sold, transferred, pledged, assigned, or otherwise

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alienated or hypothecated, other than by will or by the laws of descent and distribution or in accordance with Section 13.3. Further, all ISOs and Tandem SARs granted in connection with ISOs granted to a Participant shall be exercisable during his or her lifetime only by such Participant.

13.2. All Other Awards . Except as otherwise provided in Section 8.5 or Section 13.3 or a Participant’s Award Agreement or otherwise determined at any time by the Committee, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability, subject to Section 13.1 and any applicable Period of Restriction. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, or unless the Committee decides to permit further transferability, subject to Section 13.1 and any applicable Period of Restriction, all Awards granted to a Participant under the Plan, and all rights with respect to such Awards, shall be exercisable or available during his or her lifetime only by or to such Participant. With respect to those Awards, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment related to such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee. In the event any Award is exercised by or otherwise paid to the executors, administrators, heirs or distributees of the estate of a deceased Participant, or such a Participant’s beneficiary, or the transferee of an Award, in any such case, pursuant to the terms and conditions of the Plan and the applicable Agreement and in accordance with such terms and conditions as may be specified from time to time by the Committee, the Company shall be under no obligation to issue Shares thereunder unless and until the Company is satisfied, as determined in the discretion of the Committee, that the person or persons exercising such Award, or to receive such payment, are the duly appointed legal representative of the deceased Participant’s estate or the proper legatees or distributees thereof or the named beneficiary of such Participant, or the valid transferee of such Award, as applicable. Any purported assignment, transfer or encumbrance of an Award that does not comply with this Section 13.2 shall be void and unenforceable against the Company.

13.3. Beneficiary Designation . Each Participant may, from time to time, name any beneficiary or beneficiaries who shall be permitted to exercise his or her Option or SAR or to whom any benefit under the Plan is to be paid in case of the Participant’s death before he or she fully exercises his or her Option or SAR or receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, a Participant’s unexercised Option or SAR, or amounts due but remaining unpaid to such Participant, at the Participant’s death, shall be exercised or paid as designated by the Participant by will or by the laws of descent and distribution.

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ARTICLE XIV.

RIGHTS OF PARTICIPANTS

14.1. Rights or Claims . No individual shall have any rights or claims under the Plan except in accordance with the provisions of the Plan and any applicable Award Agreement. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award, or to all Awards, or as are expressly set forth in the Award Agreement evidencing such Award. Without limiting the generality of the foregoing, nothing contained in the Plan or in any Award Agreement shall be deemed to:

(a)

Give any Employee or Non-Employee Director the right to be retained in the service of the Company, an Affiliate and/or a Subsidiary, whether in any particular position, at any particular rate of compensation, for any particular period of time or otherwise;

(b)

Restrict in any way the right of the Company, an Affiliate and/or a Subsidiary to terminate, change or modify any Employee’s employment or any Non-Employee Director’s service as a Director at any time with or without Cause;

(c)

Give any Employee or Non-Employee Director the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof, from the Company, an Affiliate and/or a Subsidiary, nor be construed as limiting in any way the right of the Company, an Affiliate and/or a Subsidiary to determine, in its sole discretion, whether or not it shall pay any Employee or Non-Employee Director bonuses, and, if so paid, the amount thereof and the manner of such payment; or

(d)

Give any Participant any rights whatsoever with respect to an Award except as specifically provided in the Plan and the Award Agreement.

14.2. Adoption of the Plan . The adoption of the Plan shall not be deemed to give any Employee or Non-Employee Director or any other individual any right to be selected as a Participant or to be granted an Award, or, having been so selected, to be selected to receive a future Award.

14.3. Vesting . Notwithstanding any other provision of the Plan, a Participant’s right or entitlement to exercise or otherwise vest in any Award not exercisable or vested at the time of grant shall only result from continued services as a Non-Employee Director or continued employment with the Company or any Subsidiary or Affiliate, or satisfaction of any other performance goals or other conditions or restrictions applicable, by its terms, to such Award

14.4. No Effects on Benefits . Payments and other compensation received by a Participant under an Award are not part of such Participant’s normal or expected compensation or salary for any purpose, including calculating termination, indemnity, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments under any laws, plans, contracts, arrangements or otherwise. No claim or entitlement to compensation or damages arises from the termination of the Plan or diminution in value of any Award or Shares purchased or otherwise received under the Plan.

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14.5. One or More Types of Awards . A particular type of Award may be granted to a Participant either alone or in addition to other Awards under the Plan.

ARTICLE XV.

CHANGE OF CONTROL

15.1. Treatment of Outstanding Awards . In the event of a Change of Control, unless otherwise specifically prohibited by any applicable laws, rules or regulations or otherwise provided in any applicable Award Agreement, as in effect prior to the occurrence of the Change of Control, specifically with respect to a Change of Control:

(a) Immediately prior to the occurrence of such Change of Control, any and all Options, SARs and Other Stock-Based Awards (if applicable) which are outstanding shall immediately become fully exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the Award Agreement, and, in the event of a Participant’s Termination (including termination of employment or services with any successor of the Company, a Subsidiary or an Affiliate) under any circumstances during the one year period following the Change of Control, all Options, SARs and Other Stock-Based Awards (if applicable) held by such Participant (or such Participant’s beneficiary or transferee) shall remain exercisable at least until the first anniversary of such Termination or the expiration of the term of such Option, SAR or Other Stock-Based Award, if earlier.

(b) Immediately prior to the occurrence of such Change of Control, any restrictions, performance goals or other conditions applicable to Restricted Stock Units, Shares of Restricted Stock and Other Stock-Based Awards previously awarded to Participants shall be immediately canceled or deemed achieved, the Period of Restriction applicable thereto shall immediately terminate, and all restrictions on transfer, sale, assignment, pledge or other disposition applicable to any such Shares of Restricted Stock shall immediately lapse, notwithstanding anything to the contrary in the Plan or the Award Agreement.

(c) Immediately prior to the occurrence of such Change of Control, all Awards which are outstanding shall immediately become fully vested and nonforfeitable.

(d) The target payment opportunities attainable under any outstanding Awards of Performance Units, Performance Shares and other Awards shall be deemed to have been fully earned for the entire Performance Period(s) immediately prior to the effective date of the Change of Control, unless actual performance exceeds the target, in which case actual performance shall be used. There shall be paid out to each Participant holding such an Award denominated in Shares, not later than five (5) days prior to the effective date of the Change of Control, a pro rata number of Shares (or the equivalent Fair Market Value thereof, as determined by the Committee, in cash) based upon an assumed achievement of all relevant targeted performance goals, unless actual performance exceeds the target, in which case actual performance shall be used, and upon the length of time within the Performance Period which has elapsed prior to the Change of Control. Awards denominated in cash shall be paid pro rata to applicable Participants in cash

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within thirty (30) days following the effective date of the Change of Control, with the pro-ration determined as a function of the length of time within the Performance Period which has elapsed prior to the Change of Control, and based on an assumed achievement of all relevant targeted performance goals, unless actual performance exceeds the target, in which case actual performance shall be used.

(e) Subject to Section 15.4, any Award the payment or settlement of which was deferred under Section 20.6 or otherwise shall be paid or distributed immediately prior to the Change of Control, except as otherwise provided by the Committee in accordance with Section 15.1(f).

(f) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change of Control, that any outstanding Award shall be adjusted by substituting for each Share subject to such Award immediately prior to the transaction resulting in the Change of Control the consideration (whether stock or other securities of the surviving corporation or any successor corporation to the Company, or a parent or subsidiary thereof, or that may be issuable by another corporation that is a party to the transaction resulting in the Change of Control) received in such transaction by holders of Shares for each Share held on the closing or effective date of such transaction, in which event the aggregate Option Price or Grant Price, as applicable, of the Award shall remain the same; provided , however , that if such consideration received in such transaction is not solely stock of a successor, surviving or other corporation, the Committee may provide for the consideration to be received upon exercise or payment of an Award, for each Share subject to such Award, to be solely stock or other securities of the successor, surviving or other corporation, as applicable, equal in fair market value, as determined by the Committee, to the per-Share consideration received by holders of Shares in such transaction.

(g) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change of Control, that any outstanding Award (or portion thereof) shall be converted into a right to receive cash, on or as soon as practicable following the closing date or expiration date of the transaction resulting in the Change of Control in an amount equal to the highest value of the consideration to be received in connection with such transaction for one Share, or, if higher, the highest Fair Market Value of a Share during the thirty (30) consecutive business days immediately prior to the closing date or expiration date of such transaction, less the per-Share Option Price, Grant Price or outstanding unpaid purchase price, as applicable to the Award, multiplied by the number of Shares subject to such Award, or the applicable portion thereof.

(h) The Committee may, in its discretion, provide that an Award can or cannot be exercised after, or will otherwise terminate or not terminate as of, a Change of Control.

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15.2. No Implied Rights; Other Limitations . No Participant shall have any right to prevent the consummation of any of the acts described in Section 4.3 or 15.1 affecting the number of Shares available to, or other entitlement of, such Participant under the Plan or such Participant’s Award. Any actions or determinations of the Committee under this Article XV need not be uniform as to all outstanding Awards, nor treat all Participants identically. Notwithstanding the adjustments described in Section 15.1, in no event may any Option or SAR be exercised after ten (10) years from the date it was originally granted, and any changes to ISOs pursuant to this Article XV shall, unless the Committee determines otherwise, only be effective to the extent such adjustments or changes do not cause a “modification” (within the meaning of Section 424(h)(3) of the Code) of such ISOs or adversely affect the tax status of such ISOs.

15.3. Termination, Amendment, and Modifications of Change of Control Provisions . Notwithstanding any other provision of the Plan (but subject to the limitations of Section 15.1(g), the last sentence of Section 16.1 and Section 16.2) or any Award Agreement provision, the provisions of this Article XV may not be terminated, amended, or modified on or after the date of a Change of Control to materially impair any Participant’s Award theretofore granted and then outstanding under the Plan without the prior written consent of such Participant.

15.4. Compliance with Code Section 409A . Notwithstanding any other provisions of the Plan or any Award Agreement to the contrary, if a Change of Control that is not a Qualified Change of Control occurs, and payment or distribution of an Award constituting deferred compensation subject to Code Section 409A would otherwise be made or commence on the date of such Change of Control (pursuant to the Plan, the Award Agreement or otherwise), (a) the vesting of such Award shall accelerate in accordance with the Plan and the Award Agreement, (b) such payment or distribution shall not be made or commence prior to the earliest date on which Code Section 409A permits such payment or distribution to be made or commence without additional taxes or penalties under Code Section 409A, and (c) in the event any such payment or distribution is deferred in accordance with the immediately preceding clause (b), such payment or distribution that would have been made prior to the deferred payment or commencement date, but for Code Section 409A, shall be paid or distributed on such earliest payment or commencement date, together, if determined by the Committee, with interest at the rate established by the Committee. The Committee shall not extend the period to exercise an Option or Stock Appreciation Right to the extent that such extension would cause the Option or Stock Appreciation Right to become subject to Code Section 409A. Additionally, the Committee shall not take any action pursuant to this Article XV that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A.

ARTICLE XVI.

AMENDMENT, MODIFICATION, AND TERMINATION

16.1. Amendment, Modification, and Termination . The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided , however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such

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approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:

(a) except as is provided in Section 4.3, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2;

(b) except as is provided in Section 4.3, decrease the minimum Option Price or Grant Price requirements of Sections 6.3 and 7.2, respectively;

(d) change the Performance Measures set forth in Section 11.1;

(e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or

(f) otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange).

In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided , however , that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.3, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or Grant Price thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or Grant Price, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or Grant Price above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

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16.2. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . The Board or the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4.3) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Any such adjustment with respect to an Award intended to be an ISO shall be made only to the extent consistent with such intent, unless the Board or the Committee determines otherwise, and any such adjustment that is made with respect to an Award that is intended to qualify as Performance-Based Compensation shall be made consistent with the intent that such Award qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision). Additionally, neither the Board nor the Committee shall not make any adjustment pursuant to this Article XVI that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

ARTICLE XVII.

TAX WITHHOLDING AND OTHER TAX MATTERS

17.1. Tax Withholding . The Company and/or any Subsidiary or Affiliate are authorized to withhold from any Award granted or payment due under the Plan the amount of all Federal, state, local and non-United States taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment of such taxes. The recipient of any payment or distribution under the Plan shall make arrangements satisfactory to the Company, as determined in the Committee’s discretion, for the satisfaction of any tax obligations that arise by reason of any such payment or distribution. The Company shall not be required to make any payment or distribution under or relating to the Plan or any Award until such obligations are satisfied or such arrangements are made, as determined by the Committee in its discretion.

17.2. Withholding or Tendering Shares . Without limiting the generality of Section 17.1, the Committee may in its discretion permit a Participant to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident to an Award by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant pursuant to his or her Award ( provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income) and/or (b) tendering to the Company Shares owned by such Participant (or by such Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company’s or the Affiliates’ or Subsidiaries’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing,

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signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

17.3. Restrictions . The satisfaction of tax obligations pursuant to this Article XVII shall be subject to such restrictions as the Committee may impose, including any restrictions required by applicable law or the rules and regulations of the SEC, and shall be construed consistent with an intent to comply with any such applicable laws, rule and regulations.

17.4. Special ISO Obligations . The Committee may require a Participant to give prompt written notice to the Company concerning any disposition of Shares received upon the exercise of an ISO within: (i) two (2) years from the date of granting such ISO to such Participant or (ii) one (1) year from the transfer of such Shares to such Participant or (iii) such other period as the Committee may from time to time determine. The Committee may direct that a Participant with respect to an ISO undertake in the applicable Award Agreement to give such written notice described in the preceding sentence, at such time and containing such information as the Committee may prescribe, and/or that the certificates evidencing Shares acquired by exercise of an ISO refer to such requirement to give such notice.

17.5. Section 83(b) Election . If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service. Neither the Company nor any Subsidiary or Affiliate shall have any liability or responsibility relating to or arising out of the filing or not filing of any such election or any defects in its construction.

17.6. No Guarantee of Favorable Tax Treatment . Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

ARTICLE XVIII.

LIMITS OF LIABILITY; INDEMNIFICATION

18.1. Limits of Liability .

(a) Any liability of the Company or a Subsidiary or Affiliate to any Participant with respect to any Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement.

(b) None of the Company, any Subsidiary, any Affiliate, any member of the Board or the Committee or any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan,

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shall have any liability, in the absence of bad faith, to any party for any action taken or not taken in connection with the Plan, except as may expressly be provided by statute.

(c) Each member of the Committee, while serving as such, shall be considered to be acting in his or her capacity as a director of the Company. Members of the Board of Directors and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties.

(d) The Company shall not be liable to a Participant or any other person as to: (i) the non-issuance of Shares as to which the Company has been unable to obtain from any regulatory body having relevant jurisdiction the authority deemed by the Committee or the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, and (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Option or other Award.

18.2. Indemnification . Subject to the requirements of Delaware law, each individual who is or shall have been a member of the Committee or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article III, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of the individual’s own willful misconduct or except as provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individual may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify or hold harmless such individual.

ARTICLE XIX.

SUCCESSORS

19.1. General . All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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ARTICLE XX.

MISCELLANEOUS

20.1. Drafting Context . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. The words “Article,” “Section,” and “paragraph” herein shall refer to provisions of the Plan, unless expressly indicated otherwise. The words “include,” “includes,” and “including” herein shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import, unless the context otherwise requires.

20.2. Forfeiture Events .

(a) Notwithstanding any provision of the Plan to the contrary, the Committee shall have the authority to determine (and may so provide in any Agreement) that a Participant’s (including his or her estate’s, beneficiary’s or transferee’s) rights (including the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation, forfeiture or recoupment in the event of the Participant’s Termination for Cause or due to voluntary resignation; serious misconduct; violation of the Company’s or a Subsidiary’s or Affiliate’s policies; breach of fiduciary duty; unauthorized disclosure of any trade secret or confidential information of the Company or a Subsidiary or Affiliate; breach of applicable noncompetition, nonsolicitation, confidentiality or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company or any Subsidiary or Affiliate, or otherwise detrimental to the business, reputation or interests of the Company and/or any Subsidiary or Affiliate; or upon the occurrence of certain events specified in the applicable Award Agreement (in any such case, whether or not the Participant is then an Employee or Non-Employee Director). The determination of whether a Participant’s conduct, activities or circumstances are described in the immediately preceding sentence shall be made by the Committee in its good faith discretion, and pending any such determination, the Committee shall have the authority to suspend the exercise, payment, delivery or settlement of all or any portion of such Participant’s outstanding Awards pending an investigation of the matter.

(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the SEC (whichever just occurred) of the financial document embodying such financial reporting requirement.

20.3. Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan,

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and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

20.4. Transfer, Leave of Absence . For purposes of the Plan, a transfer of an Employee from the Company to an Affiliate or Subsidiary (or, for purposes of any ISO granted under the Plan, only a Subsidiary), or vice versa, or from one Affiliate or Subsidiary to another (or in the case of an ISO, only from one Subsidiary to another), and a leave of absence, duly authorized in writing by the Company or a Subsidiary or Affiliate, shall not be deemed a Termination of the Employee for purposes of the Plan or with respect to any Award (in the case of ISOs, to the extent permitted by the Code). The Committee shall have the discretion to determine the effects upon any Award, upon an individual’s status as an Employee or Non-Employee Director for purposes of the Plan (including whether a Participant shall be deemed to have experienced a Termination or other change in status) and upon the exercisability, vesting, termination or expiration of any Award in the case of: (a) any Participant who is employed by an entity that ceases to be an Affiliate or Subsidiary (whether due to a spin-off or otherwise), (b) any transfer of a Participant between locations of employment with the Company, an Affiliate, and/or Subsidiary or between the Company, an Affiliate or Subsidiary or between Affiliates or Subsidiaries, (c) any leave of absence of a Participant, (d) any change in a Participant’s status from an Employee to a Non-Employee Director, or vice versa; and (e) upon approval by the Committee, any Employee who experiences a Termination but becomes employed by a partnership, joint venture, corporation or other entity not meeting the requirements of an Affiliate or Subsidiary, subject, in each case, to the requirements of Code Section 422 applicable to any ISOs and Code Section 409A applicable to any Options and SARs.

20.5. Exercise and Payment of Awards . An Award shall be deemed exercised or claimed when the Secretary of the Company or any other Company official or other person designated by the Committee for such purpose receives appropriate written notice from a Participant, in form acceptable to the Committee, together with payment of the applicable Option Price, Grant Price or other purchase price, if any, and compliance with Article XVII, in accordance with the Plan and such Participant’s Award Agreement.

20.6. Deferrals . To the extent provided in the Award Agreement, the Committee may permit or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the lapse or waiver of the Period of Restriction or other restrictions with respect to Restricted Stock or the payment or satisfaction of Restricted Stock Units, Performance Units, Performance Shares, or Other Stock-Based Awards. If any such deferral election is required or permitted, (a) such deferral shall represent an unfunded and unsecured obligation of the Company and shall not confer the rights of a shareholder unless and until Shares are issued thereunder; (b) the number of Shares subject to such deferral shall, until settlement thereof, be subject to adjustment pursuant to Section 4.3; and (c) the Committee shall establish rules and procedures for such deferrals and payment or settlement thereof, which may be in cash, Shares or any combination thereof, and such deferrals may be governed by the terms and conditions of any deferred compensation plan of the Company or Affiliate specified by the Committee for such purpose. Notwithstanding any provisions of the Plan to the contrary, in no event shall any deferral under this Section 20.6 be permitted if the Committee determines that such deferral would result in the imposition of additional tax under Code Section 409A.

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20.7. Loans . The Company may, in the discretion of the Committee, extend one or more loans to Participants in connection with the exercise or receipt of an Award granted to any such Participant; provided , however , that the Company shall not extend loans to any Participant if prohibited by law or the rules of any stock exchange or quotation system on which the Company’s securities are listed. The terms and conditions of any such loan shall be established by the Committee.

20.8. No Effect on Other Plans . Neither the adoption of the Plan nor anything contained herein shall affect any other compensation or incentive plans or arrangements of the Company or any Subsidiary or Affiliate, or prevent or limit the right of the Company or any Subsidiary or Affiliate to establish any other forms of incentives or compensation for their directors, officers or eligible employees or grant or assume options or other rights otherwise than under the Plan.

20.9. Section 16 of Exchange Act and Code Section 162(m) . Unless otherwise stated in the Award Agreement, notwithstanding any other provision of the Plan, any Award granted to an Insider shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) that are requirements for the application of such exemptive rule, and the Plan and the Award Agreement shall be deemed amended to the extent necessary to conform to such limitations. Furthermore, notwithstanding any other provision of the Plan or an Award Agreement, any Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be subject to any applicable limitations set forth in Code Section 162(m) or any regulations or rulings issued thereunder (including any amendment to the foregoing) that are requirements for qualification as “other performance-based compensation” as described in Code Section 162(m)(4)(C), and the Plan and the Award Agreement shall be deemed amended to the extent necessary to conform to such requirements and no action of the Committee that would cause such Award not to so qualify shall be effective.

20.10. Requirements of Law; Limitations on Awards .

(a) The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(b) If at any time the Committee shall determine, in its discretion, that the listing, registration and/or qualification of Shares upon any securities exchange or under any state, Federal or non-United States law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of Shares hereunder, the Company shall have no obligation to allow the grant, exercise or payment of any Award, or to issue or deliver evidence of title for Shares issued under the Plan, in whole or in part, unless and until such listing, registration, qualification, consent and/or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Committee.

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(c) If at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Award is or may be in the circumstances unlawful or result in the imposition of excise taxes on the Company or any Subsidiary or Affiliate under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act, or otherwise with respect to Shares or Awards and the right to exercise or payment of any Option or Award shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company or any Subsidiary or Affiliate.

(d) Upon termination of any period of suspension under this Section 20.10, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all Shares available before such suspension and as to the Shares which would otherwise have become available during the period of such suspension, but no suspension shall extend the term of any Award.

(e) The Committee may require each person receiving Shares in connection with any Award under the Plan to represent and agree with the Company in writing that such person is acquiring such Shares for investment without a view to the distribution thereof, and/or provide such other representations and agreements as the Committee may prescribe. The Committee, in its absolute discretion, may impose such restrictions on the ownership and transferability of the Shares purchasable or otherwise receivable by any person under any Award as it deems appropriate. Any such restrictions shall be set forth in the applicable Award Agreement, and the certificates evidencing such shares may include any legend that the Committee deems appropriate to reflect any such restrictions.

(f) An Award and any Shares received upon the exercise or payment of an Award shall be subject to such other transfer and/or ownership restrictions and/or legending requirements as the Committee may establish in its discretion and may be referred to on the certificates evidencing such Shares, including restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

20.11. Participants Deemed to Accept Plan . By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance with the terms and conditions of the Plan.

20.12. Governing Law . The Plan and all Award Agreements and other agreements hereunder shall be construed in accordance with and governed by the laws of the state of Delaware, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. Unless otherwise provided in the Agreement, Participants are deemed to submit to the exclusive jurisdiction and venue of the

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federal or state courts of Delaware, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

20.13. Plan Unfunded . The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of Shares or the payment of cash upon exercise or payment of any Award. Proceeds from the sale of Shares pursuant to Options or other Awards granted under the Plan shall constitute general funds of the Company.

20.14. Administration Costs . The Company shall bear all costs and expenses incurred in administering the Plan, including expenses of issuing Shares pursuant to any Options or other Awards granted hereunder.

20.15. Uncertificated Shares . To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may nevertheless be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

20.16. No Fractional Shares . An Option or other Award shall not be exercisable with respect to a fractional Share or the lesser of fifty (50) shares or the full number of Shares then subject to the Option or other Award. No fractional Shares shall be issued upon the exercise or payment of an Option or other Award.

20.17. Deferred Compensation . If any Award would be considered deferred compensation as defined under Code Section 409A and would fail to meet the requirements of Code Section 409A, then such Award shall be null and void; provided , however , that the Committee may permit deferrals of compensation pursuant to the terms of a Participant’s Award Agreement, a separate plan, or a subplan which (in each case) meets the requirements of Code Section 409A. Additionally, to the extent any Award is subject to Code Section 409A, notwithstanding any provision herein to the contrary, the Plan does not permit the acceleration of the time or schedule of any distribution related to such Award, except as permitted by Code Section 409A.

20.18. Employees Based Outside of the United States . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws or practices of countries other than the United States in which the Company, any Affiliate, and/or any Subsidiary operates or has Employees or Non-Employee Directors, the Committee, in its sole discretion, shall have the power and authority to:

(a)

Determine which Affiliates and Subsidiaries shall be covered by the Plan;

(b)

Determine which Employees and/or Non-Employee Directors outside the United States are eligible to participate in the Plan;

(c)

Grant Awards (including substitutes for Awards), and modify the terms and conditions of any Awards, on such terms and conditions as the Committee determines necessary or appropriate to permit participation in the Plan by individuals otherwise

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eligible to so participate who are non-United States nationals or employed outside the United States, or otherwise to comply with applicable non-United States laws or conform to applicable requirements or practices of jurisdictions outside the United States;

(d)

Establish subplans and adopt or modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 20.18 by the Committee shall be attached to the Plan as appendices; and

(e)

Take any action, before or after an Award is made, that the Committee, in its discretion, deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any applicable law.

* * *

-43-

Exhibit 10.7

[THE FIRST AMERICAN CORPORATION LETTERHEAD]

May 31, 2010

Parker S. Kennedy

1 First American Way

Santa Ana, California 92707

Dear Mr. Kennedy:

In connection with the spin-off of the financial services businesses (the “Spin-Off”) of The First American Corporation (the “Company”), and the related renaming of the Company to CoreLogic, Inc. (“CoreLogic”), the Company desires to memorialize certain understandings related to your dual employment as Executive Chairman of First American Financial Corporation (“FinCo”) and CoreLogic following the Spin-Off. Any obligations discussed in this letter are expressly acknowledged and agreed to be contingent on the consummation of the Spin-Off.

1. You and your eligible dependents will be covered under the FinCo Group Life, Medical, Dental, Disability Benefits Plan and FinCo Flexible Reimbursement Plan (“FSA Plan”). You and your eligible dependents will also be covered under any other disability plans, group insurance plans and the various fringe benefit plans that FinCo sponsors. CoreLogic will reimburse FinCo for 50 percent of the cost thereof, as set forth in the Separation and Distribution Agreement entered into in connection with the Spin-Off. You and your family may continue to participate in FinCo’s health and welfare plans, fringe benefit plans, and FSA plan under this arrangement until FinCo and the Company cease to employ you as a dual employee (or on the date you cease to participate in these Plans).

2. Half of your outstanding stock options and restricted stock units will be converted into FinCo options and restricted stock units at the same time and in the same manner that other FinCo employees’ awards are converted. The other half will be converted into CoreLogic options and restricted stock units at the same time and in the same manner that other CoreLogic employees’ awards are converted.

3. You will be entitled to participate in both CoreLogic’s and FinCo’s respective Employee Stock Purchase Plans and 401(k) plans to the extent the laws governing these Plans allow. For example, with respect to the 401(k) plans, the annual limit of the Internal Revenue Code on annual deferrals ($16,500 in 2010) is an aggregate per person limit for all plans, so the Plans will need to coordinate with one another in that regard to prevent you from accidentally exceeding this limit.

4. You may participate in both the FinCo Deferred Compensation Plan and the CoreLogic, Inc. Deferred Compensation Plan following the Spin-Off, each according to its terms, for as long as you remain employed by the respective company. Your benefits will be paid out by each respective company under the applicable Plan.

5. On the spin-off distribution date, the Company will transfer 50 percent of your accrued benefit in The First American Corporation Executive Supplemental Benefit Plan to the CoreLogic, Inc. Executive Supplemental Benefit Plan. The remaining 50 percent will remain in the original Plan, which plan will be transferred to FinCo and renamed the First American Financial Corporation Executive Supplemental Benefit Plan.

The Company will calculate your benefits under the respective Plans by allocating 50 percent of your includable compensation and 100 percent of your service and plan participation, in either case for all applicable periods before the Spin-Off to each Plan. It is the intent that after the Company completes these actions, you will have the same cumulative accrued benefits under both Plans immediately after the Spin-Off as you had immediately prior thereto.

While you remain employed by both companies, the companies will credit your respective includable compensation, service and plan participation for all applicable periods after the Spin-Off, for services you render to CoreLogic or FinCo, as the case may be, to calculate your respective benefits under each Plan, as appropriate (without any duplication of benefits). Your benefits will be paid out by each respective company under the applicable Plan.

For the avoidance of doubt, nothing contained herein is intended to limit your ability to receive the “grandfathered” benefit had you retired on October 31, 2007 (the date on which the Plan was amended) if that benefit is larger than the benefit that would otherwise apply hereunder.

6. FinCo will assume sponsorship of the frozen First American Financial Corporation Pension Plan. Your benefit under that Plan will be paid exclusively by the Trust Fund funding the Plan. The Company will no longer sponsor a pension plan after the Spin-Off distribution date.

7. You will be eligible to participate in both the First American Financial Corporation Pension Restoration Plan and the CoreLogic, Inc. Pension Restoration Plan after the Spin-Off. To calculate your benefit under the respective Plans, the Company will allocate to the FinCo Restoration Plan and the CoreLogic Restoration Plan, respectively: (i) 50 percent of your accrued benefit on the Spin-Off distribution date, (ii) 50 percent of your includable compensation for periods before the Spin-Off, and (iii) 100 percent of your service and plan participation for all applicable periods before the Spin-Off. After the Company completes these actions, you will have the same cumulative accrued benefits under both Plans immediately after the Spin-Off that you had immediately prior thereto. Because the Restoration Plan (like the underlying Pension Plan) is frozen, you will not accrue any new benefits under the respective Restoration Plans after the Spin-Off. Your benefits will be paid out by each respective company under the applicable Plan.

8. On the Spin-Off distribution date, CoreLogic and FinCo will enter into an amended and restated change in control agreement with you to provide benefits in the event of a change in control of either CoreLogic or FinCo following the Spin-Off. In the event of a change in control and a related termination of employment from either company, you will receive from the company experiencing the change in control severance benefits equal to 50 percent of the benefits your change in control agreement provides prior to the Spin-Off, but your benefit will be based on your combined compensation with both FinCo and CoreLogic for purposes of

calculating your change in control benefit. Therefore, if both companies were to experience a change in control, then your combined benefit under both agreements would equal the benefit you would receive under your current change in control agreement, with no duplication of benefits. If you cease to be employed by one company and a change in control subsequently occurs with respect to the other company you will receive severance benefits equal to 100% of the benefits your change in control agreement provides as of such date and your benefit, to the extent it is based on post-separation compensation, will include 100% of the compensation paid to you by the entity experiencing the change in control and, to the extent it is based on pre-separation compensation, will include only 50% of the compensation you received from the Company prior to the spin-off.

9. Your employment with or services as a director of CoreLogic will not be considered a violation of any provision of any FinCo plan or any agreement you have with FinCo, nor will it preclude you from receiving any benefit to which you would otherwise be entitled under any FinCo plan or award agreement. Similarly, your employment with or services as a director of FinCo will not be considered a violation of any provision of any CoreLogic plan or agreement you have with CoreLogic, nor will it preclude you from receiving any benefit to which you would otherwise be entitled under any CoreLogic plan or award agreement. For the avoidance of doubt, your employment with or service as a director of FinCo or CoreLogic shall not under any circumstances be deemed competitive with or in any manner detrimental to CoreLogic or FinCo, respectively.

This letter is not an employment agreement. All of the benefits described in this letter are subject to the terms of the relevant plans and the terms of any grant to acquire securities of the Company, CoreLogic or FinCo. We trust that this benefit summary will prove helpful.


		Sincerely yours,

FIRST AMERICAN FINANCIAL CORPORATION		THE FIRST AMERICAN CORPORATION

By:	/s/ Kenneth D. DeGiorgio	By:	/s/ Anand Nallathambi
Its:	Executive Vice President	Its:	Executive Vice President

By signing this letter, I am acknowledging and agreeing to the above:

Signature:

/s/ Parker S. Kennedy

Date:

May 31, 2010

Parker S. Kennedy

Exhibit 10.8

EXECUTION COPY

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is entered into as of the 31 ^st day of May, 2010 (this “ Agreement ”), by and between THE FIRST AMERICAN CORPORATION, a California corporation (“ FAC ”), FIRST AMERICAN FINANCIAL CORPORATION, a Delaware corporation (“ FAF ”), and Parker S. Kennedy (the “ Executive ”).

W I T N E S S E T H :

WHEREAS, FAC and FAF intend to enter into a Separation and Distribution Agreement on or about June 1, 2010 (the “ Separation Agreement ”), pursuant to which FAC will separate into two separate, publicly traded companies, one for the financial services group which will be owned and conducted, directly or indirectly, by FAF, and one for the information solutions group which will continue to be owned and conducted, directly or indirectly, by FAC, which, following the closing of the transactions described in the Separation Agreement, including the reincorporation of FAC under the laws of Delaware, will be known as CoreLogic, Inc. (“ CoreLogic ”); and

WHEREAS, following the transactions contemplated by the Separation Agreement, Executive will be simultaneously employed by both CoreLogic and FAF; and

WHEREAS, FAC, FAF and the Executive desire to enter into this amendment and restatement of the Agreement on the terms and conditions set forth below, to reflect the transactions contemplated by the Separation Agreement, and to ensure that FAC, and, following the consummation of the transactions contemplated by the Separation Agreement, CoreLogic and FAF, will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of CoreLogic or FAF, as applicable.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, it is hereby agreed by and between the parties as follows:

1. Effect of Separation .

(a) With respect to periods prior to the consummation of the transactions contemplated by the Separation Agreement, the term “ Company ” as used herein shall mean FAC.

(b) Because Executive will be employed both by CoreLogic and FAF or one of their respective direct or indirect subsidiaries, (i) this Agreement shall automatically, without further action taken by Executive, FAC, CoreLogic, and/or FAF, be assumed by and/or remain the obligation of both FAC/CoreLogic and FAF, and (ii) all references in this Agreement to the “ Company ” with respect to periods from and after the consummation of the transactions contemplated by the Separation Agreement shall mean FAF and/or CoreLogic, as appropriate.

2. Term of Agreement . (a) This Agreement shall commence on the date hereof and shall continue through December 31, 2010 (the “ Original Term ”); provided , however , that on such date and on each December 31 thereafter, the Original Term of this Agreement shall automatically be extended for one (1) additional year (each, an “ Extended Term ”) unless, not later than the preceding January 1 any party shall have given notice that such party does not wish to extend the term of this Agreement beyond the Original Term and any Extended Term; and provided , further , that if a Change in Control (as defined in paragraph 4 below) of CoreLogic or FAF, as applicable, shall have occurred during the Original Term or any Extended Term of this Agreement, the term of this Agreement with respect to CoreLogic or FAF, as appropriate, shall continue for a period of thirty-six (36) calendar months beyond the calendar month in which such Change in Control occurs (the Original Term, each Extended Term, if any, and such thirty-six (36) month period, collectively, the “ Term ”).

(b) Each of CoreLogic and FAF shall have the separate right to terminate its participation under this Agreement as provided in paragraph 2(a), provided that the Agreement shall remain in force with respect to Executive and the non-terminating Company.

3. Employment After a Change in Control . (a) If the Executive is in the employ of CoreLogic (which for this purpose shall also include any subsidiary of CoreLogic) on the date of a Change in Control of CoreLogic, CoreLogic hereby agrees to continue the Executive in its employ (and/or, in the case of any subsidiary of CoreLogic, the employ of such subsidiary) for the period commencing on the date of the Change in Control of CoreLogic and ending on the last day of the Term of this Agreement. During the period of employment described in the foregoing provision of this paragraph 3(a) (the “ Employment Period ”), the Executive shall hold such position with CoreLogic (which for this purpose shall also include any subsidiary of CoreLogic) and exercise such authority and perform such executive duties as are commensurate with the Executive’s position, authority, and duties immediately prior to the Change in Control of CoreLogic. The Executive agrees that during the Employment Period the Executive shall devote full business time exclusively to the executive duties described herein (which may include FAF duties) and perform such duties faithfully and efficiently; provided , however , that nothing in this Agreement shall prevent the Executive from voluntarily resigning from employment upon sixty (60) days’ written notice to CoreLogic under circumstances which do not constitute a Termination (as defined below in paragraph 6).

(b) If the Executive is in the employ of FAF (which for this purpose shall also include any subsidiary of FAF) on the date of a Change in Control of FAF, FAF hereby agrees to continue the Executive in its employ (and/or, in the case of any subsidiary of FAF, the employ of such subsidiary) for the period commencing on the date of the Change in Control of FAF and ending on the last day of the Term of this Agreement. During the period of employment described in the foregoing provision of this paragraph 3(b) (the “ Employment Period ”), the Executive shall hold such position with FAF (which for this purpose shall also include any subsidiary of FAF) and exercise such authority and perform such executive duties as are commensurate with the Executive’s position, authority, and duties immediately prior to the Change in Control of FAF. The Executive agrees that during the Employment Period the Executive shall devote full business time exclusively to the executive duties described herein (which may include CoreLogic duties) and perform such duties faithfully and efficiently;

provided , however , that nothing in this Agreement shall prevent the Executive from voluntarily resigning from employment upon sixty (60) days’ written notice to FAF under circumstances which do not constitute a Termination (as defined below in paragraph 6).

4. Change in Control . For purposes of this Agreement, a “ Change in Control ” means the happening of any of the following:

(a) The consummation of a merger or consolidation of the applicable Company with or into another entity or any other corporate reorganization, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were not shareholders of the applicable Company immediately prior to such merger, consolidation, or other reorganization.

(b) The sale, transfer, or other disposition of all or substantially all of the applicable Company’s assets or the complete liquidation or dissolution of the Company.

(c) A change in the composition of the Board of Directors of the applicable Company (“ Board ”) occurring within a two (2) year period, as a result of which fewer than a majority of the directors are Incumbent Directors. Prior to the consummation of the transactions contemplated by the Separation Agreement, “ Incumbent Directors ” shall mean directors who are directors of FAC as of the date of this Agreement. Following the consummation of the transactions contemplated by the Separation Agreement, “ Incumbent Directors ” shall mean directors who are directors of the Company immediately following the consummation of the transactions contemplated by the Separation Agreement. In each case, “ Incumbent Directors ” shall also include directors who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the applicable Company.

(d) Any transaction as a result of which any person or group is or becomes the “ beneficial owner ” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the applicable Company representing at least twenty-five percent (25%) of the total voting power of the Company’s then outstanding voting securities. For purposes of this paragraph, the term “ person ” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but shall exclude: (i) a trustee or other fiduciary holding securities under an employee benefit plan of the applicable Company or of a subsidiary of thereof; (ii) so long as a person does not thereafter increase such person’s beneficial ownership of the total voting power represented by the applicable Company’s then outstanding voting securities, a person whose beneficial ownership of the total voting power represented by the Company’s then outstanding voting securities increases to twenty-five percent (25%) or more as a result of the acquisition of voting securities of the applicable Company by such Company which reduces the number of such voting securities then outstanding; or (iii) so long as a person does not thereafter increase such person’s beneficial ownership of

the total voting power represented by the applicable Company’s then outstanding voting securities, a person that acquires directly from the applicable Company securities of the Company representing at least twenty-five percent (25%) of the total voting power represented by the Company’s then outstanding voting securities.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the applicable Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the applicable Company’s securities immediately before such transaction.

For the avoidance of doubt, the consummation of any or all of the transactions contemplated by the Separation Agreement will not be considered a Change in Control for purposes of this Agreement and no action taken that is reasonably related to the transactions contemplated by the Separation Agreement and/or the establishment of FAF as an independent publicly-traded company will be considered Good Reason for purposes of this Agreement.

5. Compensation During the Employment Period . During the Employment Period, the Executive shall be compensated as follows:

(a) The Executive shall receive an annual salary from the applicable Company which is not less than his or her annual salary immediately prior to the Employment Period and shall be eligible to receive an increase in annual salary which is not materially less favorable to the Executive than increases in salary granted by the applicable Company for executives with comparable duties;

(b) The Executive shall be eligible to participate in short-term and long-term cash-based incentive compensation plans from the applicable Company which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of: (i) the opportunities provided by the Company for executives with comparable duties; and (ii) the opportunities provided to the Executive under all such plans in which the Executive was participating prior to the Employment Period;

(c) The Executive shall be eligible to participate in stock option, performance awards, restricted stock, and other equity-based incentive compensation plans from the applicable Company on a basis not materially less favorable to the Executive than that applicable: (i) to the Executive immediately prior to the Employment Period; or (ii) to other executives of the applicable Company with comparable duties; and

(d) The Executive shall be eligible to receive employee benefits (including, but not limited to, tax-qualified and nonqualified savings plan benefits, medical insurance, disability income protection, life insurance coverage, and death benefits) and perquisites (including, without limitation, a Company vehicle and Company-paid or assisted membership dues) from the applicable Company which are not materially less favorable to the Executive than: (i) the employee benefits and perquisites provided by the applicable Company to executives with comparable duties; or (ii) the employee benefits and perquisites to which the Executive would be entitled under the applicable Company’s

employee benefit plans and perquisites as in effect immediately prior to the Employment Period.

6. Termination . For purposes of this Agreement, the term “ Termination ” shall mean at termination of the Executive’s employment with the Company that has experienced the Change in Control either: (a) during the Employment Period by the Company for any reason other than death, Disability (as defined below), or Cause (as defined below); (b) during the Window Period by the Executive for any reason whatsoever; or (c) during the Employment Period (other than during the Window Period) by the Executive for Good Reason (as defined below).

Notwithstanding anything in this Agreement to the contrary, if: (a) the Executive’s employment with the Company that has experienced a Change in Control is terminated within six (6) months prior to the actual occurrence of the Change in Control for reasons that would constitute a Termination if it had occurred following the Change in Control; (b) the Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a third party who had indicated an intention or had taken steps reasonably calculated to effect a Change in Control of the applicable Company; and (c) a Change in Control of the applicable Company involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in Control and such termination shall be treated as a Termination. For purposes of determining the timing of payments and benefits to the Executive under this Agreement as a result of this paragraph, payment shall be made in accordance with the provisions of paragraph 7(a).

The date of the Executive’s Termination under this paragraph 6 shall be the date of the Executive’s “Separation from Service” (as defined under Section 409A of the Internal Revenue Code (the “ Code ”)).

For purposes of this Agreement, “ Disability ” means such physical or mental disability or infirmity of the Executive which, in the opinion of a competent physician, renders the Executive unable to perform properly his or her duties set forth in paragraph 3 of this Agreement, and as a result of which the Executive is unable to perform such duties for six (6) consecutive calendar months or for shorter periods aggregating one hundred eighty (180) business days in any twelve (12) month period. For purposes of this paragraph, a competent physician shall be a physician mutually agreed upon by the Executive and the Board. If a mutual agreement cannot be reached, the Executive shall designate a physician and the Board shall designate a physician and these two physicians shall select a third physician who shall be the “competent physician.”

For purposes of this Agreement, the term “ Cause ” means: (a) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (which for purposes of this paragraph shall also include subsidiaries of the Company) after written notification by the Board; (b) the willful engaging by the Executive in conduct which is demonstrably injurious to the Company, monetarily or otherwise; or (c) the engaging by the Executive in egregious misconduct involving serious moral turpitude. For purposes of this Agreement, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless

done, or omitted to be done, by the Executive not in good faith and without reasonable belief that such action was in the best interest of the Company.

For purposes of this Agreement, the term “ Window Period ” means the period commencing on the first anniversary of the Change in Control and ending at 5:00 p.m., Los Angeles time, on the thirtieth (30 ^th ) day thereafter.

For purposes of this Agreement, the term “ Good Reason ” means, without the Executive’s express written consent, the occurrence after a Change in Control of any of the following circumstances:

(a) The assignment to the Executive by the Company of duties which, in the reasonable determination of the Executive, are a significant adverse alteration in the nature or status of the Executive’s position, responsibilities, duties, or conditions of employment from those in effect immediately prior to the occurrence of the Change in Control; or any other action by the Company that, in the reasonable determination of the Executive, results in a material diminution in the Executive’s position, authority, duties, or responsibilities from those in effect immediately prior to the occurrence of the Change in Control;

(b) A reduction in the Executive’s annual base compensation as in effect on the occurrence of the Change in Control;

(c) The relocation of the Company’s offices at which the Executive is principally employed immediately prior to the Change in Control (the “ Principal Location ”) to a location more than fifty (50) miles from such location or the Company’s requiring the Executive to be based anywhere other than the Principal Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations prior to the Change in Control;

(d) The Company’s failure to pay to the Executive any portion of the Executive’s compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company within ten (10) days of the date such compensation is due; or

(e) The Company’s failure to continue in effect any material compensation or benefit plan or practice in which the Executive is eligible to participate on the occurrence of the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or practice, or the Company’s failure to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed at the time of the Change in Control.

7. Severance Payments and Benefits . (a) Subject to the provisions of paragraph 9 below, in lieu of the amount otherwise payable under paragraph 5(a), (b) and (c) above:

(1) if the Executive is employed by both Companies and the Company which experienced a Change of Control Terminates the Executive, such Company shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of:

(i) The sum of: (A) the Executive’s base salary from the applicable Company through and including the date of Termination and any bonus amounts from the applicable Company which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to (1) 50% of the Executive’s Multiple Employer Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay from the applicable Company through and including the date of Termination; and (D) unreimbursed business expenses from the applicable Company through and including the date of Termination;

(ii) An amount equal to 50% of the product of the Applicable Multiple (as defined below) and the Executive’s combined annual salary from both Companies in effect immediately prior to the date of Termination; and

(iii) An amount equal to 50% of the product of the Applicable Multiple and the Executive’s Multiple Employer Bonus Amount;

(2) If this Agreement has been terminated with respect to one Company but not the other Company (whether pursuant to paragraph 2(b), Executive’s retirement from one Company or otherwise) and a Change in Control of and related Termination from the Company that continues to be a party to this Agreement subsequently occurs, such Company shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of:

(i) The sum of: (A) the Executive’s base salary from the applicable Company through and including the date of Termination and any bonus amounts from the applicable Company which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus from the applicable Company for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Single Employer Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of

which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay from the applicable Company through and including the date of Termination; and (D) unreimbursed business expenses from the applicable Company through and including the date of Termination;

(ii) An amount equal to the product of the Applicable Multiple and the Executive’s annual salary from the applicable Company in effect immediately prior to the date of Termination; and

(iii) An amount equal to the product of the Applicable Multiple and the Executive’s Single Employer Bonus Amount.

Notwithstanding the provisions of this paragraph 7(a), with respect to any amounts which constitute a deferral of compensation subject to Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Section 409A of the Code), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service.

(b)(1) Subject to the provisions of paragraph 9 below, in the event of a Termination from CoreLogic, in addition to its obligation under paragraph 7(a) and in lieu of the amounts otherwise payable under paragraph 5(d) above, CoreLogic shall continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 5(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), after taking into account the benefits provided by FAF, provided , that if the Executive cannot continue to participate in the CoreLogic plans providing such benefits, CoreLogic shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that CoreLogic reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

(b)(2) Subject to the provisions of paragraph 9 below, in the event of a Termination from FAF, in addition to its obligation under paragraph 7(a) and in lieu of the amounts otherwise payable under paragraph 5(d) above, FAF shall continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 5(d) of this Agreement upon substantially the same terms and

conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change of Control), after taking into account the benefits provided by CoreLogic, provided , that if the Executive cannot continue to participate in the FAF plans providing such benefits, FAF shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that FAF reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder.

For purposes of this Agreement, the term “ Applicable Multiple ” means: (a) in the case of termination of the employment of the Executive during the Window Period by the Executive for any reason whatsoever, two (2); or (b) in the case of (i) termination of the employment of the Executive during the Employment Period by the Company for any reason other than death, Disability, or Cause and (ii) termination of the employment of the Executive during the Employment Period (other than during the Window Period) by the Executive for Good Reason, three (3).

For purposes of this Agreement, the term “ Multiple Employer Bonus Amount ” means the highest annual discretionary incentive bonus (including cash bonuses and stock bonuses) earned by the Executive during the last four (4) completed fiscal years immediately preceding the date of Termination (i) for such portion of the four fiscal year period prior to the consummation of the transactions contemplated by the Separation Agreement, from FAC and its subsidiaries and (ii) for such portion of the four fiscal year period following the consummation of the transactions contemplated by the Separation Agreement, from both Companies and their subsidiaries on an aggregate basis (in each case annualized in the event the Executive was not employed by either FAC or CoreLogic and FAF (and/or any of their respective subsidiaries), as applicable, for the whole of any such fiscal year).

For purposes of this Agreement, the term “ Single Employer Bonus Amount ” means the highest annual discretionary incentive bonus (including cash bonuses and stock bonuses) earned by the Executive during the last four (4) completed fiscal years immediately preceding the date of Termination (i) for such portion of the four fiscal year period prior to the consummation of the transactions contemplated by the Separation Agreement, from FAC and its subsidiaries, divided by two and (ii) for such portion of the four fiscal year period following the consummation of the transactions contemplated by the Separation Agreement, from the Company that experienced the Change in Control and is subsidiaries (in each case annualized in the event the Executive was not employed by either FAC or such Company (and/or any of their respective subsidiaries), as applicable, for the whole of any such fiscal year).

8. Make-Whole Payments . Under certain circumstances following a Change in Control, a portion of the present value of the benefits payable either under the Agreement or otherwise, or upon the acceleration of the vesting of outstanding stock options, restricted stock and performance shares could be subject to an excise tax imposed by Section 4999 of the Code and/or any similar tax that may hereafter be imposed under any successor provision or by any taxing authority (collectively, the “ Excise Taxes ”) and be nondeductible by the applicable Company. The applicable Company agrees to reimburse the Executive for any such Excise Taxes, together with any additional excise or income taxes resulting from such reimbursement, whether or not the employment of the Executive has been terminated. The applicable Company will make such payment to the Executive by the end of the Executive’s taxable year next following the Executive’s taxable year in which he remits the related taxes.

9. Withholding . All payments to the Executive under this Agreement will be subject to all applicable withholding of state and federal taxes.

10. Arbitration of All Disputes . Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Santa Ana, California, in accordance with the laws of the State of California or such other location mutually agreeable to the parties, by three (3) arbitrators appointed by the parties. If the parties cannot agree on the appointment of the arbitrators, one shall be appointed by the applicable Company and one by the Executive and the third shall be appointed by the first two arbitrators. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators which shall be as provided in this paragraph 10. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event that it shall be necessary or desirable, as determined by the Executive in his or her sole discretion, for the Executive to retain legal counsel or incur other costs and expenses in connection with interpretation or enforcement of his or her rights under this Agreement, the applicable Company shall pay (or the Executive shall be entitled to recover from the applicable Company, as the case may be) his or her reasonable attorneys’ fees and costs and expenses in connection with interpretation or enforcement of his or her rights (including the enforcement of any arbitration award in court). Payments shall be made to the Executive at the time such fees, costs, and expenses are incurred. If, however, the arbitrators shall determine that, under the circumstances, payment by the applicable Company of all or a part of any such fees and costs and expenses would be unjust, the Executive shall repay such amounts to the applicable Company in accordance with the order of the arbitrators. Any award of the arbitrators shall include interest at a rate or rates considered just under the circumstances by the arbitrators.

11. Mitigation and Set-Off . The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Executive under this Agreement any amounts owed to the Company by the Executive, any amounts earned by the Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Executive in other employment had he or she sought such other employment.

12. Notices . Any notice of Termination of the Executive’s employment by the Company or the Executive for any reason shall be upon no less than ten (10) days’ and no greater than thirty (30) days’ advance written notice to the other party. Any notices, requests, demands, and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Executive at the last address he or she has filed in writing with the Company or, in the case of the Company, to the attention of the Secretary of the Company, at its principal executive offices.

13. Non-Alienation . The Executive shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts provided under this Agreement; and no benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law. Nothing in this paragraph shall limit the Executive’s rights or powers to dispose of his or her property by will or limit any rights or powers which his or her executor or administrator would otherwise have.

14. Governing Law . The provisions of this Agreement shall be construed in accordance with the laws of the State of California, without application of conflict of laws provisions thereunder.

15. Amendment . This Agreement may not be amended, modified, waived, or terminated except by mutual agreement of the parties in writing.

16. Heirs of the Executive . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

17. Successors to the Company . This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. The Company shall require: (i) any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; and (ii) the parent entity of any successor in such business combination to guarantee the performance of such successor hereunder. Failure of the applicable Company to obtain such assumption and agreement (and, if applicable, such guarantee) prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to receive compensation from the applicable Company in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminated the Executive’s employment with the applicable Company for Good Reason following a Change in Control of the applicable Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of Termination. Unless expressly provided otherwise, the term “ Company ” as used herein shall mean the applicable Company as defined in this Agreement and any successor to its business and/or assets as aforesaid. For the avoidance of doubt, the consummation of the transactions contemplated by the Separation Agreement shall not

be deemed a transfer of “all or substantially all of the business and/or assets” of FAC for any purpose under this Agreement.

18. Reimbursement of Expenses . To the extent this Agreement provides for the reimbursement of expenses which are not specifically excluded from Section 409A of the Code, such expenses shall be eligible for reimbursement for the lifetime of the Executive, and the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year.

19. Employment Status . Nothing herein contained shall be deemed to create an employment agreement between the Company and the Executive, providing for the employment of the Executive by the Company for any fixed period of time. The Executive’s employment with the Company is terminable at will by the Company or the Executive and each shall have the right to terminate the Executive’s employment with the Company at any time, with or without Cause, subject to: (a) the notice provisions of paragraphs 3, 6, and 12, (b) the Company’s obligation to provide severance payments as required by paragraph 7 and (c) the terms and conditions of any employment agreement between the Company and the Executive. Except as otherwise provided herein, upon a termination of the Executive’s employment prior to the date of a Change in Control, there shall be no further rights under this Agreement.

20. Severability . In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

21. Counterparts . This Agreement may be executed in two (2) or more counterparts, any one (1) of which shall be deemed the original without reference to the other.

22. Entire Agreement . This Agreement, together with the letter agreement among the parties hereto dated on or about the date hereof that addresses Executive’s benefits generally in connection with the separation transaction (the “ Letter Agreement ”), contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto (including any prior Change in Control Agreement between the parties); provided , for the avoidance of doubt, that this Agreement does not supersede all or any portion (including, without limitation, any provision governing the effect of any change in control) of any benefit plan or compensation plan of the Company. In the event of any conflict between the terms of this Agreement and the Letter Agreement, the terms of the Letter Agreement shall control. Any reference to any prior Change in Control Agreement between the parties shall from and after the date hereof be deemed to be a reference to this Agreement.

[INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, FAC and FAF have caused these presents to be executed in their name and on their behalf, all as of the day and year first above written.


“Executive”

/s/ Parker S. Kennedy
Parker S. Kennedy

THE FIRST AMERICAN CORPORATION

By:		/s/ Anand Nallathambi
		Anand Nallathambi
Its:		Executive Vice President

FIRST AMERICAN FINANCIAL CORPORATION

By:		/s/ Kenneth D. DeGiorgio
		Kenneth D. DeGiorgio
Its:		Executive Vice President

Exhibit 10.9

Notice of Restricted Stock Unit Grant


Participant:		[Participant Name]

Company:		First American Financial Corporation

Notice:		You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement (the “Award Agreement”) attached hereto.

Type of Award:		Restricted Stock Units

Plan:		First American Financial Corporation 2010 Incentive Compensation Plan

Grant:		Date of Grant: June 1, 2010
		Restricted Stock Units: [ ]

Period of Restriction:		As specified in the Award Agreement.

Rejection:		If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits ^® at www.netbenefits.com and follow the steps outlined under the “Accept Grant” link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits ^® within forty-five (45) days after the Date of Grant, you will have rejected this Restricted Stock Unit Award.

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between First American Financial Corporation (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.

1. Definitions .

Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan.

“Cause,” shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company or its affiliates; (ii) Participant’s breach of any fiduciary duty to the Company or its affiliates; (iii) Participant’s failure or refusal to comply with laws or regulations applicable to the Company or its affiliates and their businesses or the policies of the Company and its affiliates governing the conduct of its employees or directors; (iv) Participant’s gross incompetence in the performance of Participant’s job duties; (v) commission by Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) the failure of Participant to perform duties consistent with a commercially reasonable standard of care; (vii) Participant’s failure or refusal to perform Participant’s job duties or to perform specific directives of Participant’s supervisor or designee, or the senior officers or Board of Directors of the Company; or (viii) any gross negligence or willful misconduct of Participant resulting in loss to the Company or its affiliates, or damage to the reputation of the Company or its affiliates.

“Outstanding Restricted Stock Units” shall mean the number of Restricted Stock Units specified in the Grant Notice reduced by any Restricted Stock Units for which the Period of Restriction has lapsed and/or any Restricted Stock Units which have been cancelled or otherwise terminated.

2. Grant of the Restricted Stock Units .

Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, a right to receive the number of Shares set forth in the Grant Notice (“Restricted Stock Units”).

3. Dividend Equivalents .

Each Outstanding Restricted Stock Unit shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Shares underlying such Restricted Stock Units during the period from the Grant Date to the date such Shares are delivered in accordance with Section 6. As of any date that the Company pays any cash dividend on its Shares, the Company shall credit the Participant with any additional number of Restricted Stock Units equal to:

(a) the product resulting from the multiplication of the per Share cash dividend paid by the Company on its common stock on such date by the total number of Outstanding Restricted Stock Units subject to the Award as of the related dividend payment record date (including any Dividend Equivalents previously credited hereunder), divided by

(b) the Fair Market Value.

Any Restricted Stock Units credited pursuant to this Section 3 shall be subject to the same Period of Restriction, payment, delivery and other terms, conditions as restrictions as the original Restricted Stock Units to which they relate. Any such crediting of Dividend Equivalents shall be conclusively determined by the Committee.

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Calculations made in this Agreement with respect to Restricted Stock Units (other than this Section 3), including, without limitation, Sections 4(a), 4(f) and 5(a), are made on the Restricted Stock Units specified in the Grant Notice or Outstanding Restricted Stock Units, as applicable, and not on any Dividend Equivalents, provided , that any adjustment to or any determination as to the Period of Restriction on such Restricted Stock Units or Outstanding Restricted Stock Units shall apply in the same fashion to the related Dividend Equivalents. For purposes of illustration only, the computation in Section 4 below of the number of Restricted Stock Units as to which the Period of Restriction elapses on Date II and Date III shall be initially computed without regard to Dividend Equivalents; once the correct number of Restricted Share Units is calculated, however, the actual Shares to be delivered shall be determined by increasing the number of Restricted Stock Units by an amount that reflects the Dividend Equivalents that would be credited on such Shares through Date II or Date III, respectively.

4. Performance Criteria; Vesting .

(a) The Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse as follows:

(i) On June 1, 2013 (“Date I”), in an amount equal to the product resulting from the multiplication of the total Restricted Stock Units specified in the Grant Notice and the Target Decimal for Date I;

(ii)

On June 1, 2014 (“Date II”), in an amount equal to

(A)

the product resulting from the multiplication of the total Restricted Stock Units specified in the Grant Notice and the Target Decimal for Date II, minus

(B)

any Restricted Stock Units for which the Period of Restriction lapsed pursuant to Section 4(a)(i);

(iii)

On June 1, 2015 (“Date III”), in an amount equal to

(A)

the product resulting from the multiplication of the total Restricted Stock Units specified in the Grant Notice and the Target Decimal for Date III, minus

(B)

any Restricted Stock Units for which the Period of Restriction lapsed pursuant to Sections 4(a)(i) and (ii).

(b) For purposes of this Agreement, a “Measurement Date” means any of Date I, Date II or Date III.

(c) For purposes of this Agreement, “TSR” means with respect to any period from the Date of Grant up to and including the applicable Measurement Date, the highest 20 Trading Day average of the amount (expressed as a decimal) resulting from the calculation (on each Trading Day) of the following formula:

LOGO

where:

(i)

“CSP” equals the last sale price reported for a Share on the New York Stock Exchange on such day;

(ii)

“ASP” equals an amount equal to the average of the last sale price reported for the Shares on the New York Stock Exchange for all Trading Days from and including June 2, 2010 to and including July 31, 2010; and

(ii)

“DIV” equals the aggregate cash dividends per Share paid by the Company from June 2, 2010 through and including such day.

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(d) For purposes of this Agreement, “Trading Day” means any day on which the New York Stock Exchange is open for trading for at least 5 hours.

(e) For purposes of this Agreement, “Target Decimal” means:

(i)

For Date I, if

(A)

TSR is less than 0.331, zero (0).

(B)

if TSR is equal to or greater than 0.331, the amount resulting from the calculation of the following formula:

LOGO

where (1) “u” equals TSR minus 0.331 (provided that “u” shall not exceed 0.405) and (2) “v” equals 0.074;

(ii)

For Date II, if

(A)

TSR is less than 0.464, zero (0).

(B)

if TSR is equal to or greater than 0.464, the amount resulting from the calculation of the following formula:

LOGO

where (1) “w” equals TSR minus 0.464 (provided that “w” shall not exceed 0.574) and (2) “x” equals 0.110;

(iii)

For Date III, if

(A)

TSR is less than 0.611, zero (0).

(B)

if TSR is equal to or greater than 0.611, the amount resulting from the calculation of the following formula:

LOGO

where (1) “y” equals TSR minus 0.611 (provided that “y” shall not exceed 0.762) and (2) “z” equals 0.151;

(f) Subject to the terms of the Plan and the remaining provisions of this Section 4(f), all Outstanding Restricted Stock Unit as of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary, in the event the Participant’s Termination is due to his or her death, Disability or Termination by the Company, a Subsidiary or an Affiliate without Cause, the Participant shall be entitled to receive a prorated number of Restricted Stock Units in an amount equal to (X) the product resulting from the multiplication of the Restricted Stock Units originally granted hereunder by a fraction the numerator of which is the total number of days elapsed between June 1, 2010 and the date of such Termination and the denominator of which is 1,826, minus (Y) any Restricted Stock Units for which the Period of Restriction has lapsed pursuant to Section 4(a). Notwithstanding the preceding sentence, the lapse of any Period of Restriction with respect to such Restricted Stock Units shall remain subject to Sections 4(a) and 5. After the adjustment contemplated above in this Section 4(f), for all purposes under this Agreement the number of Restricted Stock Units originally granted under this Agreement shall be deemed to be the number resulting from the calculation set forth in Section 4(f)(X).

(i) Notwithstanding the preceding sentences of Section 4(f), in the event of the Participant’s Termination due to his or her Disability or Termination by the Company, a

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Subsidiary or an Affiliate without Cause, the Participant shall be entitled to receive such prorated number of Restricted Stock Units only if he or she has signed and delivered to the Company a signed separation agreement (in the form established by the Company) within 60 days of such Termination (or such longer period of time required by applicable law) and such separation agreement is not subsequently revoked.

(ii) In the event of Participant’s Termination for any other reason, including, without limitation, for Cause or voluntarily by the Participant for any reason (including retirement), any Outstanding Restricted Stock Units shall be immediately forfeited.

5. Change of Control .

(a) In the event of a Change of Control the Outstanding Restricted Stock Units as of the date of such Change of Control to which the Participant may subsequently be entitled to receive shall be adjusted as follows:

(i) if the TSR as of the date of such Change of Control (the “COC TSR”) is less than the amount resulting from the calculation of the following formula (the “Threshold COC Target”), then all Outstanding Restricted Stock Units shall be immediately forfeited:

LOGO

(ii) if the COC TSR equals the Threshold COC Target, then the Outstanding Restricted Stock Units shall be adjusted to an amount equal to

(X) 50% of the Restricted Stock Units specified in the Grant Notice minus

(Y) the amount of any Restricted Stock Units for which the Period of Restriction lapsed pursuant to Section 4(a),

and the Period of Restriction with respect to such Restricted Stock Units shall lapse as provided in Section 5(b) (notwithstanding anything in Section 4(a) to the contrary);

(iii) if the COC TSR equals or exceeds the amount resulting from the calculation of the following formula (the “High COC Target”), then the Outstanding Restricted Stock Units shall be adjusted to an amount equal to the Outstanding Restricted Stock Units minus the amount of any Restricted Stock Units for which the Period of Restriction lapsed pursuant to Section 4(a), and the Period of Restriction with respect to such Restricted Stock Units shall lapse as provided in Section 5(b) (notwithstanding anything in Section 4(a) to the contrary):

LOGO

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(iv) in the event the COC TSR is less than the High COC Target and greater than the Threshold COC Target, then the Outstanding Restricted Stock Units shall be adjusted to an amount equal to

(X) the product resulting from the multiplication of the number of Restricted Stock Units specified in the Grant Notice by the decimal resulting from the calculation of the following formula minus

(Y) the amount of any Restricted Stock Units for which the Period of Restriction lapsed pursuant to Section 4(a),

and the Period of Restriction with respect to any such Restricted Stock Units shall lapse as provided in Section 5(b) (notwithstanding anything in Section 4(a) to the contrary):

LOGO

For purposes of this Section 5(a):

(1)

“ASP” equals the amount provided in Section 4(c)(2), above;

(2)

“n” equals an amount equal (expressed to three decimal places) the quotient resulting from the division of (I) the number of days between and including June 1, 2010 and the date on which the Change of Control occurs by (II) 365;

(3)

“f” equals the COC TSR;

(4)

“g” equals the Threshold COC Target;

(5)

“h” equals the High COC Target.

(b) Following the adjustment set forth in Section 5(a), the Period of Restriction for any Outstanding Restricted Stock Units shall lapse as follows:

(i) if the Participant has not experienced a Termination and the Change of Control occurs on or before Date I, 33% on Date I, 34% on Date II and the balance on Date III; or

(ii) if the Participant has not experienced a Termination and the Change of Control occurs after Date I and on or before Date II, 50% on Date II and 50% on Date III,; or

(iii) if the Participant has not experienced a Termination and the Change of Control occurs after Date II and on or before Date III, 100% on Date III, assuming continued employment through such date; or

(iv) if as a result of such Change of Control the Company ceases to publicly trade on the New York Stock Exchange (or other comparable national exchange in the United States of America) or the Company is not the surviving company as a result of such Change of Control and the surviving Company does not trade on the New York Stock Exchange (or other comparable national exchange in the United States of America) or the Company is not the surviving Company and the surviving Company refuses to assume the Company’s obligations under this Agreement, immediately upon such Change of Control; or

(v) immediately following the Participant’s Termination following a Change of Control due to his or her death, Disability or Termination by the Company (or a

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successor in interest), a Subsidiary or an Affiliate without Cause; provided in the event of the Participants Termination due to his or her Disability or Termination by the Company (or a successor in interest), a Subsidiary or an Affiliate without Cause, the Participant has signed and delivered to the Company a signed separation agreement (in the form established by the Company) within 60 days of such Termination (or such longer period of time required by applicable law) and such separation agreement is not subsequently revoked; provided , further , that if the Participant’s Termination following a Change of Control is for a reason other than his or her death, Disability or Termination by the Company (or a successor in interest), a Subsidiary or an Affiliate without Cause, then all Outstanding Restricted Stock Unit as of such Termination shall be immediately forfeited; or

(vi) immediately upon a Change of Control if, prior to such Change of Control, the Participant experienced a Termination due to his or her death, Disability or Termination by the Company (or a successor in interest), a Subsidiary or an Affiliate without Cause, provided in the event of the Participants Termination due to his or her Disability or Termination by the Company (or a successor in interest), a Subsidiary or an Affiliate without Cause, the Participant had signed and delivered to the Company a signed separation agreement (in the form established by the Company) within 60 days of such Termination (or such longer period of time required by applicable law) and such separation agreement was not subsequently revoked.

For the purpose of Section 5(b)(iv), a surviving company shall only be deemed to have assumed the Company’s obligations under this Agreement if it substitutes equivalent or better (from the perspective of the Participant) restricted stock units in the surviving company’s stock for the Outstanding Restricted Stock Units.

6. Delivery of Shares .

As soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 60 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to satisfaction of applicable tax withholding obligations with respect thereto pursuant to Article XVII of the Plan; provided, however , that if the Participant’s Termination occurs due to Disability, such delivery of Shares shall be delayed for six months from the date of such Participant’s Termination if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on the Participant pursuant to Section 409A of the Code.

7. No Ownership Rights Prior to Issuance of Shares .

Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor have any rights to dividends (other than the right to Dividend Equivalents pursuant to Section 3) or other rights as a shareholder with respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement.

8. Detrimental Activity .

(a) Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the delivery of Shares with respect to the Restricted Stock Units, the Participant engages in Detrimental Activity, such Restricted Stock Units shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the Period of Restriction and delivery of Shares with respect to the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter.

(b) For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant’s employment with the Company and/or its Subsidiaries and

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Affiliates relating to the business affairs of the Company or any such Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with Company, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, in each case as determined by the Committee in its good faith discretion.

9. No Right to Continued Employment .

None of the Restricted Stock Units nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Company or any Subsidiary or Affiliate for any period, nor restrict in any way the right of the Company or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant’s employment at any time for any reason. For the avoidance of doubt, this Section 9 is not intended to amend or modify any other agreement, including any employment agreement, that may be in existence between the Participant and the Company or any Subsidiary or Affiliate.

10. The Plan .

In consideration for this grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on Fidelity NetBenefits ^® at www.netbenefits.com under Plan Information and Documents. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

11. Compliance with Laws and Regulations .

(a) The Restricted Stock Units and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

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(b) It is intended that the Shares received in respect of the Restricted Stock Units shall have been registered under the Securities Act. If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.

(c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

12. Notices .

All notices by the Participant or the Participant’s assignees shall be addressed to The First American Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records.

13. Severability .

In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

14. Other Plans .

The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate. For purposes of the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan, as the same may be amended from time to time, the Restricted Stock Units (and Dividend Equivalents paid with respect thereto) shall not be included in or otherwise be deemed to be “Covered Compensation”.

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15. Section 409A .

The provisions of this Agreement shall be construed and interpreted to be exempt from or comply with Section 409A of the Code so as to avoid the imposition of any penalties, taxes or interest thereunder.


FIRST AMERICAN FINANCIAL CORPORATION

By:
		Name:
		Title:

Date:		[Grant Date]

Acknowledged and agreed as of the Date of Grant:


Printed Name:		[Participant Name]

Date:		[Acceptance Date]

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