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

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TABLE OF CONTENTS

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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

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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) .

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“ 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;

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(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.

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“ 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.

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“ 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.

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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

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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) .

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“ 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

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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

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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.

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“ 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

(C) any FAC Retained Asset, whether arising before, on or after the Effective Time;

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(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.

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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.

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(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)

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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;

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(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 .

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“ 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

(C) any FinCo Asset, whether arising before, on or after the Effective Time;

(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;

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(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.

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“ 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.

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“ 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

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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,

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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) .

“ 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.

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“ 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

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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 .

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“ 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) .

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“ 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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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.

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(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;

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(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.

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(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

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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 .

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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.

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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

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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.

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(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

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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

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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

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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

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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

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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.

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(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

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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

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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

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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

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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.