CORELOGIC, INC. (Form: 10-Q, Received: 08/09/2010 17:25:33)

Exhibit 10.19

	CoreLogic, Inc.
	Executive Supplemental Benefit Plan

	Effective as of June 1, 2010

Contents

	Article 1. Introduction	1
1.1	Background and History	1
1.2	Purpose of the Plan	1
1.3	Gender and Number	1

	Article 2. Definitions	2
2.1	Affiliate	2
2.2	Annuity Starting Date	2
2.3	Basic Plan	2
2.4	Beneficiary	2
2.5	Board of Directors	3
2.6	Change of Control	3
2.7	Code	3
2.8	Committee	3
2.9	Company	3
2.10	Competing Business	3
2.11	Competition	4
2.12	Covered Compensation	4
2.13	Deferred Retirement Date	4
2.14	Disabled	5
2.15	Early Retirement Date	5
2.16	Employee	5
2.17	Employer	5
2.18	ERISA	5
2.19	Executive	5
2.20	Final Average Compensation	6
2.21	Good Cause	6
2.22	Hours of Service	6
2.23	In Pay Status	7
2.24	Incumbent Directors	7
2.25	Joint and Survivor Annuity	7
2.26	Management Plan	8
2.27	Normal Retirement Date	8
2.28	Person	8
2.29	Plan	8
2.30	Pre-Retirement Death Benefit	8

2.31	Retirement Income Benefit	8
2.32	Separation from Service	8
2.33	Specified Employee	9
2.34	Spouse	10
2.35	Surviving Spouse	10
2.36	Years of Credited Service	10

	Article 3. Retirement Income Benefits	11
3.1	Eligibility to Participate	11
3.2	Normal Retirement	11
3.3	Early Retirement	11
3.4	Disabled Executive	12
3.5	Six-Month Delay for Specified Employees	13
3.6	Rehired Executive Not In Pay Status	13
3.7	Rehired Executive In Pay Status	13

	Article 4. Pre-Retirement Death Benefit	14

	Article 5. Vesting of Benefits	15
5.1	General Rule	15
5.2	Change of Control	15
5.3	Forfeiture in the Event of Competition	15

	Article 6. Funding of Benefits	17

	Article 7. Plan Administration	19
7.1	Committee	19
7.2	Operation of the Committee	19
7.3	Agents	20
7.4	Compensation and Expenses	20
7.5	Committee’s Powers and Duties	20
7.6	Committee’s Decisions Conclusive/Exclusive Benefit	21
7.7	Indemnity	21
7.8	Insurance	23
7.9	Notices	23
7.10	Data	23
7.11	Claims Procedure	24
7.12	Effect of a Mistake	26

	Article 8. Amendment and Termination	27
8.1	Amendment and Termination Generally	27
8.2	Amendment and Termination Following a Change of Control	27

	Article 9. Miscellaneous	28
9.1	No Enlargement of Employee Rights	28
9.2	Benefit Agreement	28

9.3	Exclusion for Suicide or Self-Inflicted Injury	28
9.4	Leave of Absence	28
9.5	Termination for Good Cause	28
9.6	Monthly Payments	28
9.7	Actuarial Equivalence	29
9.8	Withholding	29
9.9	No Examination or Accounting	29
9.10	Records Conclusive	29
9.11	Section 409A	29
9.12	Service of Legal Process	29
9.13	Governing Law	29
9.14	Severability	29
9.15	Missing Persons	30
9.16	Facility of Payment	30
9.17	General Restrictions Against Alienation	30
9.18	Counterparts	31
9.19	Effect of Amendment on Vested Executives	31
9.20	Assignment	31

iii

Article 1.

Introduction

1.1	Background and History

The First American Corporation Executive Supplemental Benefit Plan (“Old Plan”) was established by the Board of Directors of The First American Corporation (the “Company”), effective as of July 1, 1985. The Old Plan was last amended and restated, effective November 1, 2007, to comply with final regulations under Code section 409A. The Old Plan was again amended and restated, effective as of January 1, 2009, to amend and clarify certain Plan provisions and to clarify compliance with certain aspects of the final regulations under Code section 409A.

On June 1, 2010, the Company transferred sponsorship and administration of the Old Plan to the First American Financial Corporation (“FinCo”). As a part of this transfer, FinCo assumed the liabilities under the portion of the Old Plan covering FinCo’s employees and former FinCo employees and the Company remained responsible for liabilities under the portion of the Old Plan relating to Company employees and former employees.

The Company is now adopting the CoreLogic, Inc. Executive Supplemental Benefit Plan (the “Plan”), to mirror the Old Plan provisions in effect prior to June 1, 2010 in satisfaction of its liabilities under the Old Plan with respect to Company employees and former employees and to provide future benefits as contemplated hereunder for its employees on or after June 1, 2010 (“Effective Date”). The provisions of this Plan are intended to govern the benefits payable to a participant under this Plan both before and after June 1, 2010.

The adoption of this Plan is not intended to grant additional benefits to the Plan participants hereof, rather, is intended to be consistent with the historical practice of the Old Plan. Accordingly, all elections by Company employees and former employees that were in effect under the terms of the Old Plan immediately prior to June 1, 2010, shall continue in effect from and after such date until a new election that by its terms supersedes the prior election is made by such Company employee or former employee in accordance with the terms of the Plan and consistent with the provisions of Code Section 409A to the extent applicable. As a result thereof, nothing herein is intended to constitute a “material modification” (within the meaning of Code Section 409A) of the Old Plan.

1.2	Purpose of the Plan

The Plan is designed to provide supplemental retirement income and death benefits for certain Executives.

1.3	Gender and Number

Except as otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number.

Article 2.

Definitions

The following definitions, set forth in alphabetical order, are used throughout the Plan and have the meaning set forth below.

2.1

Affiliate

“Affiliate” means

(a)	Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);

(b)	Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and

(c)	Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).

For purposes of this Plan, however, the term “Affiliate” shall be interpreted such that the phrase “at least 50 percent” will be substituted for the phrase “at least 80 percent” in each place that it appears in Code section 1563. Additionally, an entity shall be an Affiliate only during the period when the entity has the required relationship, under this Plan section 2.1, with the Company.

2.2	Annuity Starting Date

“Annuity Starting Date” means the first day of the first period for which an amount is paid as an annuity.

2.3	Basic Plan

“Basic Plan” means the First American Financial Corporation Pension Plan, a defined benefit pension plan qualified under Code section 401(a), as amended from time to time.

2.4	Beneficiary

“Beneficiary” means the person, persons or entity designated in writing by the Executive on forms provided by the Company to receive the Pre-Retirement Death Benefit set forth under Article 4 of the Plan in the event of the Executive’s death. An Executive may change the designated Beneficiary from time to time by filing a new written designation with the Company, and such designation shall be effective upon receipt by the Company, provided that the Company has determined that such change in Beneficiary will not result in an “impermissible acceleration” under Code section 409A. If the Company determines that such change in Beneficiary will result in an “impermissible acceleration,” such intended change will be null and void and the Beneficiary on file prior to such intended change (if any) shall remain the Beneficiary. If an Executive has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of the Executive’s death, the Pre-Retirement Death Benefit payable under the Plan shall be paid to the Executive’s Spouse, if then living, and if the Executive’s Spouse is not then living, to the Executive’s estate.

2.5	Board of Directors

“Board of Directors” means the Board of Directors of the Company.

2.6	Change of Control

“Change of Control” means the occurrence of any of the following:

(a)

The acquisition by any person, entity or “group” (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the then outstanding securities of the Company.

(b)	A change in the composition of the Board of Directors occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or

(c)	Any other event constituting a change in control required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by reason of the acquisition of Company securities by the Company, any entity controlled by the Company or any plan sponsored by the Company which is qualified under Code section 401(a) or by reason of the acquisition of Company securities (either directly or indirectly as a result of a merger, consolidation or otherwise) in a transaction approved by the Incumbent Directors.

2.7

Code

“Code” means the Internal Revenue Code of 1986, as amended.

2.8

Committee

“Committee” means the Compensation Committee appointed by the Board of Directors, or any other committee appointed by the Board of Directors to administer this Plan in accordance with Article 7 of the Plan.

2.9

Company

“Company” means CoreLogic, Inc., formerly known as The First American Corporation.

2.10	Competing Business

“Competing Business” means any individual (including the Executive), person, sole proprietorship, joint venture, partnership, corporation, limited liability company, business entity, trust or other entity that competes with, or will compete with, the Company or an Affiliate in any locality worldwide. A Competing Business includes, without limitation, any start-up or other entity in formation.

2.11	Competition

“Competition” means any of the following, whether occurring during or after the end of the Executive’s employment with the Employer:

(a)	The Executive’s Involvement (as defined in Article 5) in or with a Competing Business;

(b)	The misappropriation, sale, transfer, use or disclosure of trade secrets, or confidential or proprietary information of the Company or an Affiliate;

(c)

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

(d)

Any action or attempt by the Executive, directly or indirectly, either for himself or for any other person or entity, to solicit or induce any customer or potential customer of the Company or an Affiliate to cease or not commence doing business, in whole or in part, with or through the Company or an Affiliate, or to do business with any other person, firm, partnership, corporation or any Competing Business.

2.12	Covered Compensation

“Covered Compensation” means base salary, cash bonus, sales commissions, similar commission-based remuneration and equity-based compensation explicitly designated as Covered Compensation or explicitly designated as compensation for past performance. “Covered Compensation” excludes any other form of remuneration, including, but not limited to, equity compensation awarded to incentivize future performance, relocation expenses and bonuses, earn-outs and other acquisition-related consideration, car allowances and perquisites. Except as otherwise provided by the Committee, “Covered Compensation” also excludes any payments made in connection with a Separation from Service, including, but not limited to, any bonus paid to an Executive in connection with his Separation from Service during a calendar year in which such Executive has already received a performance bonus. If an Executive dies or becomes Disabled, his Covered Compensation for that calendar year shall be defined as the Covered Compensation received through the date of death or disability, respectively, and no compensation received thereafter shall be considered Covered Compensation. Covered Compensation shall for all purposes be deemed paid in the year in which it is actually paid.

2.13	Deferred Retirement Date

“Deferred Retirement Date” means the date on which an Executive who is actively employed by the Company or an Affiliate incurs a Separation from Service following attainment of his Normal Retirement Date.

2.14

Disabled

“Disabled” means an Executive who is, in the determination of the Committee, unable to perform substantially all of the material duties of one’s regular position because of a bodily injury sustained or disease originating after the date of such person’s designation as an Executive under this Plan. Notwithstanding the foregoing:

(a)

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

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

2.15	Early Retirement Date

“Early Retirement Date” means the later of an Executive’s

(a)	55 th birthday;

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

(c)	Completion of 5 years as an Executive under the Plan and/or the Management Plan (which requirement may be waived unilaterally only by the Board of Directors or the Committee).

2.16

Employee

“Employee” means any person who is employed by the Company or Affiliate and who is classified as a common-law Employee in the employment records of the Company or an Affiliate (other than a leased employee within the meaning of Code section 414(n)(2)).

2.17

Employer

“Employer” means the Company and any Affiliate.

2.18

ERISA

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

2.19

Executive

“Executive” means a key management or key highly compensated employee of the Employer who has been specifically designated by the Board of Directors or the Committee, or the designee of either, as eligible to participate in this Plan, as evidenced by execution by the Executive of the benefit agreement contemplated by Plan section 9.2.

2.20	Final Average Compensation

“Final Average Compensation” means the Executive’s average one-year Covered Compensation for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year in which the Executive has a Separation from Service.

2.21	Good Cause

“Good Cause” means, with respect to an Employee’s Separation from Service with his Employer, a termination for:

(a)	Employee’s breach of any fiduciary duty to Employer;

(b)	Employee’s failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees;

(c)	Employee’s gross incompetence in the performance of Employee’s job duties;

(d)	Commission by Employee of any criminal or fraudulent acts against Employer;

(e)	The failure of Employee to perform duties consistent with a commercially reasonable standard of care;

(f)	Employee’s failure or refusal to perform Employee’s job duties; or

(g)	Any gross or willful conduct of Employee resulting in loss to Employer or any other Affiliate of the Company, or damage to the reputation of Employer or any other Affiliate of the Company.

2.22	Hours of Service

“Hours of Service” means:

(a)	Each hour for which an Executive is paid or entitled to payment by the Company or an Affiliate for the performance of duties.

(b)

Each hour for which an Executive is paid or entitled to payment by the Company or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability) layoff, jury duty, or leave of absence.

(c)	Each hour for which back pay (irrespective of mitigation of damages) for an Executive is either awarded or agreed to by the Company or an Affiliate, with no duplication of credit for hours under subsections (a) or (b) and this subsection.

(d)

Each hour credited pursuant to applicable ERISA regulations for unpaid periods of absence for service in the United States armed forces or Public Health Service during which an Executive’s reemployment rights are guaranteed by law, provided that the Executive is reemployed by the Company or an Affiliate within the time limits prescribed by such law.

Notwithstanding the foregoing, no more than 501 Hours of Service shall be credited to an Executive on account of any single continuous period during which the Executive performs no duties.

To the extent a record of an Executive’s hours of employment is not maintained by the Company or an Affiliate, the Executive shall be credited with 10 Hours of Service for each day for which the Executive would be required to be credited with at least one Hour of Service.

All Hours of Service shall be determined and credited to computation periods in accordance with reasonable standards and policies consistent with United States Department of Labor Regulations sections 2530.200b-2(b) and (c).

Notwithstanding anything herein to the contrary, each Hour of Service credited to an Executive under the Old Plan, shall be credited to the Executive under this Plan.

2.23	In Pay Status

“In Pay Status” means, with respect to a benefit, that an Executive or Beneficiary has met all of the requirements to receive such benefit, and it is being paid or is about to be paid to such Executive or Beneficiary. No benefit can be paid under this Plan unless the Executive has incurred a Separation from Service.

2.24	Incumbent Directors

“Incumbent Directors” means directors who either are:

(a)	Directors of the Company as of November 1, 2007; or

(b)

Elected, or nominated for election, to the Board of Directors with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination (but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

2.25	Joint and Survivor Annuity

“Joint and Survivor Annuity” means an annuity that provides equal monthly payments for the life of the Executive and, after his death, a reduced annuity (“survivor annuity”) for the life of the Executive’s Surviving Spouse, if any. The monthly payment under the survivor annuity to a Surviving Spouse shall be equal to 50% of the amount of the monthly payment made to the Executive during their joint lives if the Surviving Spouse is not more than five years younger, or is older, than the Executive at the time benefits begin. If the Surviving Spouse is more than five years younger than the Executive, the survivor annuity will be determined with reference to the actual age of the Surviving Spouse at the time benefits begin and will be reduced to produce the actuarial equivalent of a 50% survivor annuity for a Surviving Spouse who is five years younger than the Executive.

If the Executive is not married at the time that Plan benefits commence, the Joint and Survivor Annuity means an annuity providing equal monthly payments for the lifetime of the Executive with no survivor benefits.

2.26	Management Plan

“Management Plan” means CoreLogic, Inc. Management Supplemental Benefit Plan.

2.27	Normal Retirement Date

“Normal Retirement Date” means the last day of the month coinciding with or next following the later of an Executive’s:

(a)	62 nd birthday;

(b)	Completion of 10 Years of Credited Service (which requirement may be waived unilaterally only by the Board of Directors or the Committee); or

(c)	Completion of 5 years as an Executive under the Plan and/or the Management Plan (which requirement may be waived unilaterally only by the Board of Directors or the Committee).

2.28

Person

“Person” means any individual, partnership, joint venture, association, joint company, corporation, trust, limited liability company, unincorporated organization, a group, a government or other department, agency or political subdivision thereof or any other person or entity as contemplated by the Exchange Act.

2.29

Plan

“Plan” means the CoreLogic, Inc. Executive Supplemental Benefit Plan.

2.30	Pre-Retirement Death Benefit

“Pre-Retirement Death Benefit” means the benefit payable, as set forth in Article 4, to the Beneficiary of an Executive who dies prior to the commencement of his Retirement Income Benefit.

2.31	Retirement Income Benefit

“Retirement Income Benefit” means 1/12 of the benefit described in Article 3 payable as a monthly annuity.

2.32	Separation from Service

“Separation from Service” means the date on which an Executive who ceases to be an Employee or otherwise separates from the service of the Company or an Affiliate on account of the Executive’s retirement, death or other termination of employment. Whether or not an Executive has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Executive and the Company (or Affiliate) that the Executive will perform no future services for the Company or an Affiliate whether as an Employee, as a contractor or in any other capacity. For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Executive transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group. For this purpose, controlled group membership will include the Company and all Affiliates.

Notwithstanding the foregoing, the Plan will treat an anticipated permanent reduction in the level of bona fide services provided by the Executive to the Company or an Affiliate as a Separation from Service provided that it is reasonable for the Company or the Affiliate to anticipate that the Executive’s reduced level of bona fide services will not exceed 49 percent of the average level of bona fide services provided by such Executive within the immediately preceding applicable 36 months within the meaning of Treasury Regulations section 1.409A-1(h)(1)(ii).

The commencement of the Retirement Income Benefit, described in Article 3 and subject to the six-month payment delay set forth at Plan section 3.5, will be deemed to be on account of the Executive’s Separation from Service provided that the Retirement Income Benefit commences no later than the end of the calendar year in which the Separation from Service occurs or, if later, within 2½ months following such Separation from Service provided that the Executive cannot designate the taxable period in which such Retirement Income Benefit shall commence.

2.33	Specified Employee

“Specified Employee” means an Executive qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5)) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):

(a)	The Executive is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);

(b)	The Executive is a five-percent owner; or

(c)	The Executive is a one-percent owner and has annual compensation in excess of $150,000.

If an individual is a key employee as of an Identification Date, including an individual who acknowledges his Specified Employee status to the Company immediately prior to the date his Retirement Income Benefit commences, the individual shall be treated as a Specified Employee for the 12-month period beginning on April 1 following the Identification Date. For the limited purpose of applying the “one-percent” and “five-percent” ownership rules, ownership is determined with respect to the entity for which the Employee provides services. The Code’s controlled and affiliated service group rules do not apply when determining an Executive’s ownership interests. Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise.

For purposes of making its annual Specified Employee determination, the Company shall consider compensation treated as recognizable pay under the definition of pay commonly referred to as “general Code section 415 pay.”

Notwithstanding the above, the Company may (but is not required to) adopt an alternative method for identifying Specified Employees, provided such method satisfies the requirements set forth at Treasury Regulations section 1.409A-1(i)(5).

2.34

Spouse

“Spouse” means with respect to an Executive, a person of the opposite sex from the Executive, who is the Executive’s husband or wife (as applicable) under applicable state law to whom the Executive has been legally married during the 12-month period immediately preceding the Executive's date of death, if such death is earlier than the Executive’s Early, Normal or Deferred Retirement Date, or the person to whom the Executive is married as of his Annuity Starting Date. No individual, including an individual of the opposite sex, shall be the Spouse of an Executive on account of the fact that the individual is registered as the domestic partner of the Executive under state law, even if state law provides that the domestic partners shall have the same rights, protections, and benefits, under state law, as married persons. No individual shall be the Spouse of an Executive unless the person would be treated as the “Spouse” of the Executive under 1 USC section 7 (relating to the definition of a “Spouse” for purposes of federal law, as added by the Defense of Marriage Act).

2.35	Surviving Spouse

“Surviving Spouse” means the Spouse of a deceased Executive who was the Spouse to whom the Executive was married at the time that Plan benefits commenced and who is living at the time of the Executive’s death after benefit commencement.

2.36	Years of Credited Service

“Year of Credited Service” means years of benefit service as defined in Article 3 of the Basic Plan, but without regard to the Basic Plan’s freezing of Benefit Service as of April 30, 2008. In making this determination, however, the provisions of Plan section 9.4 relating to leaves of absence shall control over any contrary provisions in the Basic Plan.

Article 3.

Retirement Income Benefits

3.1	Eligibility to Participate

Subject to Plan section 5.2, each Executive who either:

(a)	Reaches his Normal Retirement Date while an Executive employed by an Employer and retires on or after such date; or

(b)	Retires on or after his Early Retirement Date but prior to reaching Normal Retirement Date,

shall be eligible to receive a Retirement Income Benefit under this Plan upon the Executive’s Separation from Service.

(c) Notwithstanding anything in the Plan to the contrary, if the Board of Directors or its designee so authorizes, an Executive may be employed as a dual employee of the Company and FinCo. In such event, such Executive shall be eligible to receive a Retirement Income Benefit under this Plan upon such Executive’s Separation from Service.

In the event of such authorized dual employment, upon such Executive’s Separation from Service, to the extent that such Executive’s Final Average Compensation covers the period of dual employment in question, such Executive’s benefit shall include only that Covered Compensation attributable to service performed for that Employer. Furthermore, only one half of Covered Compensation attributable to periods of service with the Company prior to the Effective Date shall be treated as Covered Compensation for purposes of the Plan. For the avoidance of doubt, Covered Compensation allocable to periods prior to the Company’s spin-off of its financial services businesses, consisting primarily of its title insurance and specialty insurance reporting segments, to FinCo, shall be allocated equally between this Plan and to a plan substantially similar to the Plan sponsored by FinCo.

3.2	Normal Retirement

Subject to Plan section 3.5 and to the Executive’s execution of (1) a separation agreement within sixty (60) days following his Separation from Service and (2) annual written certification within thirty (30) days following the end of each year that he is not in Competition with the Company or any Affiliate, each in the form prescribed by the Committee or its designee, an Executive who incurs a Separation from Service (subject to Article 4 if such Separation from Service is as a result of a death) on or after his Normal Retirement Date shall be entitled to a Retirement Income Benefit equal to 30% of his Final Average Compensation and payable in the form of a Joint and Survivor Annuity commencing on the last day of the month following the month in which the Executive’s Separation from Service occurs.

Notwithstanding the foregoing, an Executive’s Retirement Income Benefit shall be reduced by the amount of any payments that are required to be made to a Spouse, former Spouse, child, or other dependant pursuant to:

(a)	A valid state domestic relations order that is a judgment, decree, or order under state community property or domestic relations law and that relates to the provision of child support, alimony, or marital property rights of an Executive’s Spouse, child or other dependent; or

(b)	In the event of a divorce and after the divorce decree has been issued, a property settlement signed by the Executive, the Executive’s former Spouse, and any other individual named within the agreement to receive Plan funds.

3.3	Early Retirement

Subject to Plan section 3.5 and to the Executive’s execution of (1) a separation agreement within sixty (60) days following his Separation from Service and (2) annual written certification within thirty (30) days following the end of each year that he is not in Competition with the Company, or any Affiliate, each in the form prescribed by the Committee or its designee, an Executive who incurs a Separation from Service prior to his Normal Retirement Date, but after reaching his Early Retirement Date, shall be entitled to a Retirement Income Benefit payable in the form of a Joint and Survivor Annuity commencing on the last day of the month following the month in which the Executive’s Separation from Service occurs equal to:

(a)	The Retirement Income Benefit that the Executive would have received under Plan section 3.2 above had his date of Separation from Service been on or after the Executive’s Normal Retirement Date;

(b)	Reduced by the product of 5.952% and the number of years (rounded up) by which the Executive’s Separation from Service precedes his Normal Retirement Date.

3.4	Disabled Executive

A Disabled Executive shall be deemed to be an Executive during the period of his Disability and shall continue to be eligible for early retirement benefits under Plan section 3.3, normal retirement benefits under Plan section 3.2 and a Pre-Retirement Death Benefit under Article 4, and shall be credited with Years of Credited Service for such period regardless of the nonperformance of services for the Company or an Affiliate. A Disabled Executive’s benefit payments, if any, under this Plan will commence to a vested Executive only upon his Separation from Service. For avoidance of doubt, if an Executive is receiving benefits that are affected in any manner as a result of being a Disabled Executive, then the period used to calculate such Executive’s “Final Average Compensation” means the Executive’s average one-year Covered Compensation for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year in which the Executive has a Separation from Service and shall not include any year during which the Executive is Disabled or is otherwise being credited with Years of Credited Service while not serving as an employee of an Employer.

3.5	Six-Month Delay for Specified Employees

If an Executive is determined by the Committee to be a Specified Employee, payment of the Executive’s Retirement Income Benefit will not commence prior to the last day of the month following the six-month anniversary of the Executive’s Separation from Service. Additionally, an Executive must notify the Company to affirm whether or not he is a Specified Employee by virtue of the one-percent and five-percent ownership thresholds set forth at Treasury Regulations section 1.409A-1(i) and the Company will not be responsible for any consequences to the Executive as a result of Executive’s failure to so notify the Company. If an Executive’s normal, early or deferred Retirement Income Benefit is subject to this six-month delay, the Executive will be entitled to receive a one-time lump sum payment equal to the annuity payments delayed by the above six-month delay. The above six-month delay will not apply for determining when survivor benefits to a Beneficiary may commence in the event of an Executive’s death.

3.6	Rehired Executive Not In Pay Status

An Executive who has a Separation from Service before he is In Pay Status and subsequently is re-employed by the Company or an Affiliate shall not resume his status as an Executive unless approved by the Committee.

3.7	Rehired Executive In Pay Status

An Executive who is In Pay Status following a Separation from Service and is subsequently re-employed by the Company or an Affiliate shall remain In Pay Status.

Article 4.

Pre-Retirement Death Benefit

The Beneficiary of an Executive who dies:

(a)	While an Executive, or

(b)	After Separation from Service with a vested Retirement Income Benefit, but prior to commencement of payment of his Retirement Income Benefit,

shall be entitled to receive a Pre-Retirement Death Benefit consisting of 10 annual amounts, each equal to 50% of the Executive’s Final Average Compensation, commencing as soon as practicable after the Executive’s death, including following the death of an Executive who is also a Specified Employee. Commencement of the Beneficiary’s Pre-Retirement Death Benefit will begin in the same calendar year as the Executive’s death, or, to the extent distribution in the same calendar year is not administratively practicable, then in no event more than 2½ months into the next successive calendar year.

Article 5.

Vesting of Benefits

5.1	General Rule

An Executive will be 100% vested in his Retirement Income Benefit if he is an Executive on or after attaining his Early Retirement Date or Normal Retirement Date and will be 100% vested in his Pre-Retirement Death Benefit if he dies while an Executive.

5.2	Change of Control

(a)

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

(b)

Notwithstanding any other provision of the Plan and subject to Plan section 3.5, an Executive who incurs a Separation from Service after a Change of Control shall be entitled to a Retirement Income Benefit in the form of a Joint and Survivor Annuity commencing on the last day of the month following such Separation from Service equal to the Retirement Income Benefit that the Executive would have been entitled to receive under Plan section 3.2 as if he had attained his Normal Retirement Date on the date of the Executive’s Separation from Service.

5.3	Forfeiture in the Event of Competition

(a)

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

(b)

In the event an Executive who has attained his Early Retirement Date but has not attained his Normal Retirement Date prior to September 1, 2005, engages in Competition with the Company or an Affiliate on or after September 1, 2005, such Executive and his Beneficiary shall not be entitled to receive the Retirement Income Benefit described in Plan section 3.2 or the Pre-Retirement Death Benefit described in Article 4 and shall not accrue any additional benefits pursuant to the terms of the Plan on or after September 1, 2005, and shall only be entitled to those benefits that the Executive would have been entitled to had he incurred a Separation from Service on September 1, 2005.

(c)

“Involvement” means the Executive’s relationship with, or provision of services to or for, a Competing Business in any manner whatsoever, directly or indirectly, including, without limitation, as a shareholder, member, partner, director, officer, manager, investor, organizer, founder, employee, consultant, advisor, independent contractor, owner, trustee, beneficiary, co-venturer, lender, distributor or agent, or in any other capacity. The ownership of less than a 2% equity or debt interest in a corporation whose equity securities are publicly traded in a recognized stock exchange or traded in the over-the-counter market shall not be deemed Involvement with a Competing Business under this Plan, even though the corporation may be a competitor of the Company or an Affiliate.

(d)	Nothing in this Plan section 5.3 restrains an Executive in any way from engaging in any lawful profession, trade or business of any kind. Rather, this Plan section 5.3 provides for a forfeiture of certain benefits in the event of Competition with the Company or an Affiliate.

Article 6.

Funding of Benefits

The Plan shall be unfunded. All benefits payable under the Plan shall be paid from the Company’s general assets, and nothing contained in the Plan shall require the Company to set aside or hold in trust any funds for the benefit of an Executive or his Beneficiary, who shall have the status of a general unsecured creditor with respect to the Company’s obligation to make payments under the Plan. Any funds of the Company available to pay benefits under the Plan shall be subject to the claims of general creditors of the Company and may be used for any purpose by the Company.

Notwithstanding anything herein to the contrary, if the Board of Directors or its designee so authorizes, an Affiliate of the Company may be designated as a “Participating Company” (as defined below). Such Participating Company and its Subsidiaries shall be treated under the Plan in the same manner as an Affiliate of the Company; provided, however, that all benefits payable under the Plan to Employees of such Participating Company and its Subsidiaries shall be paid from the general assets of that Participating Company, rather than from the general assets of the Company, unless the Committee or its designee determines in its sole discretion that the Company shall pay such benefits.

As an express condition of its of adoption of the Plan, each Participating Company agrees to each of the following conditions:

(a)	The Participating Company is bound by the terms and conditions of the Plan as the Company or the Committee may reasonably require;

(b)	The Participating Company must comply with all requirements and employee benefit rules of the Code, ERISA and applicable regulations for nonqualified retirement plans;

(c)	The Participating Company acknowledges the authority of the Company and the Committee to review the Participating Company’s compliance with the Plan procedures and to require changes in such procedures as the Company and the Committee may reasonably deem appropriate;

(d)	The Participating Company authorizes the Company and the Committee to act on its behalf with respect to matters pertaining to the Plan, including making any and all Plan amendments;

(e)	The Participating Company will cooperate fully with Plan officials and agents by providing information and taking actions as directed by the Committee or the Company so as to allow for the efficient administration of the Plan; and

(f)	The Participating Company’s status as a Participating Company is expressly conditioned on its being and continuing to be an Affiliate of the Company.

For purposes of the Plan, “Participating Company” shall mean an Affiliate whose governing body, with the approval of the Board of Directors or its designee, adopts the Plan for certain of its employees.”

In addition, for purposes of the Plan, “Subsidiary” shall mean, with respect to a Participating Company:

Any entity or organization that, together with the Participating Company, is part of a controlled group of corporations, within the meaning of Code sections 414(b) and 1563(a)(1); provided, however, that for purposes of this definition, the term “Subsidiary” shall be interpreted such that the phrase “at least 50 percent” will be substituted for the phrase “at least 80 percent” in each place that it appears in Code section 1563. Additionally, an entity shall be a Subsidiary only during the period when the entity has the required relationship, as described herein, with the Participating Company.

Article 7.

Plan Administration

7.1

Committee

(a)	Except as otherwise provided in the Plan, the Committee shall be the administrator of the Plan, within the meaning of ERISA section 3(16)(A). The Committee shall generally administer the Plan.

(b)	The Committee may be composed of as many members as the Board of Directors may appoint in writing from time to time. The Board of Directors may also delegate to another person the power to appoint and remove members of the Committee.

(c)	The Company by action of an officer or the Chairperson of the Committee, or if there is no Chairperson, then by unanimous consent of the members of the Committee, may appoint Committee members from time to time. Members of the Committee may, but need not, be Employees.

(d)

A member of the Committee may resign by delivering his written resignation to the Committee. The resignation shall be effective as of the date it is received by the Committee or such other later date as is specified in the resignation notice. A Committee member may be removed at any time and for any reason by the Company by action of any of its officers, the Chairman of the Committee, or by unanimous consent of the remaining members of the Committee. Any Employee appointed to the Committee shall automatically cease to be a member of the Committee, effective on the date that he ceases to be an Employee, unless the Chairman of the Committee, an officer of the Company, or all of the Committee members unanimously specify otherwise in writing.

7.2	Operation of the Committee

(a)

A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted and other actions taken by the Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon the concurrence of all of the members in office at the time, action by the Committee may be taken otherwise than at a meeting.

(b)	The members of the Committee may elect one of their members as Chair and may elect a Secretary who may, but need not, be a member of the Committee.

(c)	The members of the Committee may authorize one or more of their members or any agent to execute or deliver any instrument or instruments on their behalf. The members of the Committee may allocate any of the Committee’s powers and duties among individual members of the Committee.

(d)	The Committee may appoint one or more subcommittees and delegate any of its discretionary authority and such of its powers and duties, as it deems desirable to any such subcommittee. The members of any such subcommittee shall consist of such persons as the Committee may appoint.

(e)	All resolutions, proceedings, acts, and determinations of the Committee, with respect to the administration of the Plan, shall be recorded; and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved by the Committee.

(f)	Subject to the limitations contained in the Plan, the Committee shall be empowered from time to time in its discretion to establish rules for the exercise of the duties imposed upon the Committee under the Plan.

7.3

Agents

(a)

The Board of Directors, the Company, or the Committee may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board of Directors, Company, or the Committee (as applicable) shall be deemed to mean or include the delegated persons as to matters within their jurisdiction.

(b)	The Board of Directors, the Company, or the Committee may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.

(c)	The Board of Directors, the Company, or the Committee may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses therefore paid, as provided in Plan section 7.4.

7.4	Compensation and Expenses

(a)	A member of the Committee shall serve without compensation for services as a member. Any member of the Committee may receive reimbursement of expenses properly and actually incurred in connection with his services as a member of the Committee, as provided in this Article 7.

(b)	All expenses of administering the Plan shall be paid by the Company.

7.5	Committee’s Powers and Duties

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor duties, powers or functions ( e.g., the right to amend and terminate the Plan) and except as otherwise provided in the Plan, the Committee shall have responsibility for the general administration of the Plan and for carrying out its provisions. The Committee shall have such powers and duties as may be necessary to discharge its functions hereunder, including the following:

(a)	To establish rules, policies, and procedures for administration of the Plan;

(b)	To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;

(c)	To make a determination as to the right of any person to a benefit and the amount thereof;

(d)	To obtain from the Company such information as shall be necessary for the proper administration of the Plan;

(e)	To prepare and distribute information explaining the Plan;

(f)	To keep all records necessary for the operation and administration of the Plan;

(g)	To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and

(h)	To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Committee.

7.6	Committee’s Decisions Conclusive/Exclusive Benefit

The Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the Plan and to resolve all questions arising thereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA shall in all cases control. Benefits under this Plan will be paid only if the Committee decides in its discretion that the Executive, Surviving Spouse or Beneficiary is entitled to them. The Committee shall endeavor to act in such a way as not to discriminate in favor of any class of Executives or other persons. Any and all disputes with respect to the Plan that may arise involving Executives will be referred to the Committee, and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all persons, including, without limitation, Executives, and any and all other persons having, or claiming to have, any interest in or under the Plan and shall be given the maximum possible deference allowed by law.

The Committee shall administer the Plan for the exclusive benefit of Executives and their Beneficiaries.

7.7

Indemnity

(a)	The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b).

(1)

The Committee; and

(2)

Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board of Directors who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.

(b)

The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.

(1)

An Indemnified Person shall be indemnified under this Plan section 7.7 only if he notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.

(A)

An “Appropriate Person” is one or more of the following individuals at the Company:

(i)

The Chief Executive Officer,

(ii)

The Chief Financial Officer, or

(iii)

Its General Counsel.

(B)

The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Plan section 7.7 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.

(2)

An Indemnified Person shall be indemnified under this Plan section 7.7 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests.

(3)

No Indemnified Person, including an Indemnified Person who is a former Employee, shall be indemnified under this Plan section 7.7 unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.

(4)

No Indemnified Person shall be indemnified under this Plan section 7.7 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.

(5)

Payments of any indemnity under this Plan section 7.7 shall only be made from assets of the Company. The provisions of this Plan section 7.7 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Plan section 7.7 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan.

7.8

Insurance

The Committee may authorize the purchase of insurance to cover any liabilities or losses occurring by reason of the act or omission of any Committee member or its designee. To the extent permitted by law, the Committee may purchase insurance covering any member (or its designee) for any personal liability of such Committee member (or its designee) with respect to any administrative responsibilities under this Plan. Any Committee member (or its designee) may also purchase insurance for his own account covering any personal liability under this Plan.

7.9

Notices

Each Executive shall be responsible for furnishing to the Company his current address. The Executive shall also be responsible for notifying the Company of any change in the above information. If an Executive does not provide the above information to the Company, the Committee may rely on the address of record of the Executive on file with the Company’s personnel office.

All notices or other communications from the Committee to an Executive (who is a current Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered by e-mail to the Executive’s individually designated e-mail address at the Company and all notices or other communications from the Committee to an Executive (who is a former Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered to, or when mailed first-class mail, postage prepaid, and addressed to that person at his address last appearing on the Committee’s records, and the Committee, and the Company shall not be obliged to search for or ascertain his whereabouts.

All notices or other communications from the Executive required or permitted under this Plan shall be provided to the person specified by the Committee, using such procedures as are prescribed by the Committee. The Committee may require that the oral notice or communication be provided by telephoning a specific telephone number and, after calling that telephone number, by following a specified procedure. Any oral notice or oral communication from an Executive that is made in accordance with procedures prescribed by the Committee shall be deemed to have been duly given when all information requested by the person specified by the Committee is provided to such person, in accordance with the specified procedures.

7.10

Data

All persons entitled to benefits from the Plan must furnish to the Committee such documents, evidence, or information, as the Committee considers necessary or desirable for the purpose of administering the Plan, and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Committee may require before any benefits become payable from the Plan.

7.11	Claims Procedure

All decisions made under the procedure set out in this Plan section 7.11 shall be final, and there shall be no further right of appeal. No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) below.

(a)	The right of an Executive or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may delegate its responsibility to any person.

(1)

The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.

(2)

Any claim for benefits under the Plan, pursuant to this Plan section 7.11, shall be filed with the Committee no later than three months after the date of the Executive’s Separation from Service. The Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)

Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 7.11:

(A)

A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Plan section 7.11.

(B)

Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.

(C)

A claim that is defective or otherwise fails to follow the procedures of the Plan ( e.g., a claim that is addressed to a party other than the Committee or an oral claim).

(D)

An application or request for benefits under the Plan.

(b)

If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial

(1)

Shall be written in a manner calculated to be understood by the Claimant; and

(2)

Shall contain

(A)

The specific reasons for denial of the claim;

(B)

Specific reference to the Plan provisions on which the denial is based;

(C)

A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and

(D)

An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(c)

Within 60 days of the receipt by the Claimant of the written denial of his claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b) above), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney–client or work–product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(d)

The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim

(1)

Shall be written in a manner calculated to be understood by the Claimant;

(2)

Shall include specific reasons for the decision;

(3)

Shall contain specific references to the Plan provisions on which the decision is based;

(4)

Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and

(5)

Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(e)

No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) above. In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Committee to a Claimant’s request for review pursuant to subsection (d) above.

7.12	Effect of a Mistake

In the event of a mistake or misstatement as to the eligibility, participation, or service of any Executive or the amount of payments made or to be made to an Executive, the Committee shall, if possible, cause to be withheld or accelerated or otherwise make adjustment of the amounts of payments as will, in its sole judgment, result in the Executive receiving the proper amount of payments under the Plan.

Article 8.

Amendment and Termination

8.1	Amendment and Termination Generally

The Plan may be amended or terminated by the Company, acting through its Board of Directors (or the Compensation Committee or other designee of the Board of Directors) at any time. Notwithstanding the preceding sentence, benefits may be distributed to Executives on account of the termination only if:

(a)	The termination does not occur proximate to a downturn in the financial health of the Company;

(b)	All nonqualified defined benefit nonaccount-based retirement plans maintained by the Company and all Affiliates that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;

(c)	No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;

(d)	All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and

(e)	Neither the Company nor any Affiliate establishes a new nonqualified, nonaccount-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.

Such amendment or termination may modify or eliminate any benefits hereunder other than a benefit that is In Pay Status, or the vested portion of a benefit that is not In Pay Status.

8.2	Amendment and Termination Following a Change of Control

Notwithstanding the Company’s general right to amend or terminate the Plan at any time, the Company, including any successor entity to the Company, may not amend or terminate this Plan in any manner following a Change of Control that would adversely affect the rights of an Executive to benefits under this Plan to the extent such rights are vested as of, or as a result of, such Change of Control.

Article 9.

Miscellaneous

9.1	No Enlargement of Employee Rights

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of the Company or any Affiliate or to interfere with the right of any of them to discharge or retire any person at any time. No one shall have any right to benefits, except to the extent provided in this Plan.

9.2	Benefit Agreement

The Committee shall provide to each Executive within 60 days of the date the Executive first became an Executive a form of benefit agreement, which shall set forth the Executive’s acceptance of the benefits provided hereunder and his agreement to be bound by the terms of the Plan.

9.3	Exclusion for Suicide or Self-Inflicted Injury

Notwithstanding any other provision of the Plan, no benefits shall be paid to any Executive, or Spouse or Beneficiary in the event of the death of the Executive within two years of the later of the date he first became an Executive or the date he executed the benefit agreement referred to in Plan section 9.2 as the result of suicide or self-inflicted injury.

9.4	Leave of Absence

An Executive who is on an approved leave of absence with salary, or on an approved leave of absence without salary for a period of not more than six months, shall be deemed to be an Executive during such leave of absence. An Executive who is on an approved leave of absence without salary for a period in excess of six months shall be deemed to have voluntarily incurred a Separation from Service as of the end of such six-month period, provided that, based on all relevant facts and circumstances, neither the Executive nor the Company has a reasonable expectation that the Executive will provide future services to the Company or an Affiliate.

9.5	Termination for Good Cause

Notwithstanding any provision herein to the contrary, an Executive whose employment with the Company or an Affiliate is terminated for Good Cause shall not be eligible for any benefit hereunder.

9.6	Monthly Payments

Periodic payments hereunder shall be paid in equal monthly amounts.

9.7	Actuarial Equivalence

Actuarial equivalence hereunder shall be determined using the interest and mortality factors adopted from time to time by the Committee. The initial factors to be used shall be the factors used under the Basic Plan for determining actuarial equivalence.

9.8	Withholding

Benefit payments hereunder shall be subject to applicable federal, state or local withholding for taxes.

9.9	No Examination or Accounting

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the Company, or any Affiliate.

9.10	Records Conclusive

The records of the Company shall be conclusive in respect to all matters involved in the administration of the Plan.

9.11	Section 409A

Notwithstanding any provision of this Plan to the contrary, the Committee shall administer this Plan in a manner designed to comply with Code section 409A and the Committee shall disregard any Plan provision if the Committee determines that application of such Plan provision would subject the Executive to an additional excise tax under Code section 409A(a)(1)(B).

9.12	Service of Legal Process

The members of the Committee (or if there is no such Committee then the Company) are hereby designated as agent(s) of the Plan for the purpose of receiving legal process.

9.13	Governing Law

The Plan shall be construed, administered, and governed in all respects under the applicable laws of the State of California, except to the extent pre-empted by federal law. Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Committee shall administer this Plan in accordance with such change notwithstanding the terms of the Plan pending an amendment to this Plan.

9.14	Severability

If any provision of this Plan is held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining provisions; instead, each provision is fully severable and the Plan will be construed and enforced as if any illegal or invalid provision had never been included.

9.15	Missing Persons

The Committee shall establish rules if the Committee is unable to make payment of a benefit due under the terms of the Plan to an Executive because the whereabouts of the Executive cannot be ascertained.

9.16	Facility of Payment

Every person receiving or claiming benefits under this Plan is presumed to be mentally competent and of age until the date on which the Committee receives a written notice, in a form and manner acceptable to it, that such person is mentally incompetent or a minor, and that a guardian or other person legally vested with the care of such person or his estate has been appointed.

However, if the Committee should find that any person to whom a benefit is payable under this Plan is unable to care for his affairs because of any incompetency or is a minor, any payment due (unless a prior claim shall have been made by a duly appointed legal representative) may be paid to the Spouse, a child, a parent, or a brother or sister, or to any other person or institution that the Committee determines to have incurred expense for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of any liability therefor under the Plan.

If a guardian of the estate or other person legally vested with the care of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such guardian or other person provided that proper proof of appointment and continuing qualification is furnished in a form and manner suitable to the Committee. To the extent permitted by law, such guardian or other person may act for the Executive and make any election required of or permitted by the Executive under this Plan, and such action or election shall be deemed to have been done by the Executive, and benefit payments may be made to such guardian or other person and any such payment shall be a complete discharge of any such liability under the Plan.

9.17	General Restrictions Against Alienation

The interest of any Executive under this Plan shall not in any event be subject to sale, assignment, or transfer, and each Executive is hereby prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest hereunder and is without power to do so; provided, however, that this provision shall not restrict the power or authority of the Committee, in accordance with the applicable provisions of the Plan, to disburse funds to the legally appointed guardian, executor, administrator, or personal representative of any Executive or pursuant to a valid domestic relations order certified and issued by a court of competent jurisdiction.

If any person attempts to take any action contrary to this Plan section 9.17, such action shall be void and the Company may disregard such action and is not in any manner bound thereby, and they shall suffer no liability for any such disregard thereof. If the Committee is notified that any Executive has been adjudicated bankrupt or has purported to anticipate, sell, transfer, assign, or encumber any Plan distribution or payment, voluntarily or involuntarily, the Committee shall hold or apply such distribution or payment or any part thereof to, or for the benefit of, such Executive in such manner as the Committee finds appropriate.

9.18	Counterparts

This Plan may be executed in any number of counterparts, each of which shall be deemed to be an original. All the counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

9.19	Effect of Amendment on Vested Executives

Any Executive who met the requirements for vesting of his Retirement Income Benefit as of October 31, 2007, shall upon Separation from Service be entitled to receive as his Retirement Income Benefit the greater of

(a)

The Retirement Income Benefit that such Executive would have been entitled to receive under the Plan as it was in effect on October 31, 2007 (which, for the avoidance of doubt, was prior to the amendments affected by the amendment and restatement of the Plan effective November 1, 2007) and as if such Executive had a Separation from Service on October 31, 2007 (but not for purposes of the six-month period described at Plan section 3.5 which shall always be measured from the actual date the Executive experienced a Separation from Service); or

(b)

The Retirement Income Benefit that such Executive is entitled to receive under the Plan (which, for the avoidance of doubt, is the Plan as amended and restated effective November 1, 2007). The amendment and restatement effective November 1, 2007, shall not result in the decrease or increase of any Retirement Income Benefit of any Executive who is In Pay Status or any Pre-Retirement Death Benefit being paid as of October 31, 2007.

9.20	Assignment

The Company shall have the right to assign its obligations under the Plan, either in whole or in part, to any Affiliate of the Company.

*************************************************

Exhibit 10.21

	CoreLogic, Inc.
	Deferred Compensation Plan

	(Effective as of June 1, 2010)

Contents

	Page

Introduction	1
Background and History	1
Establishment of the Plan	1
Application of Plan	2

Article 1. Title, Definitions and Construction	3
1.1 Title	3
1.2 Definitions	3
1.3 Gender and Number	10
1.4 Headings	10
1.5 Requirement to Be in “Written Form”	10

Article 2. Participation	11
2.1 Participation	11

Article 3. Deferral Elections	12
3.1 Elections to Defer Compensation	12
3.2 Distribution Elections	13
3.3 Investment Elections	14
3.4 Transition Rule for Year 2010	15

Article 4. Participant Accounts and Trust Funding	16
4.1 Participant Accounts	16
4.2 Funding of Trust	16

Article 5. Vesting	18

Article 6. Distributions	19
6.1 Scheduled Distributions	19
6.2 Post-2004 Early Distributions of Pre-2005 Plan Year Balances	19
6.3 Distribution Upon Separation from Service	19
6.4 Death Benefit	19
6.5 Inability to Locate Participant	21
6.6 No Acceleration of Payments	21
6.7 Tax Withholding	22
6.8 Six-Month Delay for Specified Employee	22
6.9 Distributions Upon Unforeseeable Financial Emergency	23

Article 7. Administration	24
7.1 Plan Committee	24
7.2 Operation of the Plan Committee	24

Contents

(Continued)

	Page

7.3 Agents	25
7.4 Compensation and Expenses	25
7.5 Plan Committee’s Powers and Duties	25
7.6 Plan Committee’s Decisions Conclusive/Exclusive Benefit	26
7.7 Indemnity	26
7.8 Insurance	28
7.9 Quarterly Statements and Notices	28
7.10 Data	29
7.11 Claims Procedure	29

Article 8. Adoption And Withdrawal By Participating Companies	32
8.1 Adoption of the Plan	32
8.2 Withdrawal From the Plan	32
8.3 Cessation of Future Contributions	33

Article 9. Amendment and Termination	34
9.1 Amendment and Termination Generally	34
9.2 Amendment and Termination Following a Change of Control	34

Article 10. Miscellaneous	35
10.1 No Enlargement of Employee Rights	35
10.2 Leave of Absence	35
10.3 Withholding	35
10.4 No Examination or Accounting	35
10.5 Records Conclusive	35
10.6 Service of Legal Process	35
10.7 Governing Law	35
10.8 Severability	36
10.9 Facility of Payment	36
10.10 General Restrictions Against Alienation	36
10.11 Excise Tax for Code Section 409A Violations	37
10.12 Counterparts	37
10.13 Assignment	37

Appendix A. The First American Corporation Deferred Compensation Plan Effective as of January 1, 2000	38

Introduction

Background and History

Effective as of January 1, 1998, The First American Corporation originally established The First American Corporation Deferred Compensation Plan (“Original Plan”). The Original Plan was subsequently amended and restated by The First American Corporation effective as of January 1, 2009 to comply with the requirements of Code section 409A and the guidance issued by the Internal Revenue Service and the U.S. Treasury Department thereunder and to make certain other clarifying or technical amendments to the Original Plan (“A&R Plan”). The A&R Plan has been subsequently amended by The First American Corporation in order to address subsequent legal developments and the current version of the A&R Plan including the subsequent amendments shall be referred to as the “Prior Plan”. On June 1, 2010, The First American Corporation transferred sponsorship and administration of the Prior Plan to the First American Financial Corporation. As a part of this transfer, First American Financial Corporation assumed the liabilities under the portion of the Prior Plan covering First American Financial Corporation’s employees and those individuals identified as First American Financial Corporation’s former employees, and The First American Corporation remained responsible for liabilities under the portion of the Prior Plan relating to continuing employees who were participants in the Prior Plan (all of whom shall be treated as “Eligible Employees” and “Participants”) and those individuals identified as former employees of The First American Corporation and not of First American Financial Corporation (“Former Employees”). Effective June 1, 2010, The First American Corporation changed its name to CoreLogic, Inc. and references in this Plan to the “Company” shall mean CoreLogic, Inc..

In connection with the transfer, certain Participants are considered employees or former employees of both the Company and First American Financial Corporation. Each company thereafter will assume 50 percent of the liability for past and future benefits under the Plan and First American Financial Corporation’s deferred compensation plan, respectively, for these dual employees.

Establishment of the Plan

The Company is now adopting the CoreLogic, Inc. Deferred Compensation Plan (the “Plan”), to mirror the Prior Plan provisions in effect prior to June 1, 2010 in order to set forth the terms and conditions of its retained liabilities under the Prior Plan with respect to continuing Participants and Former Employees and to provide future benefits as contemplated hereunder for Participants on or after June 1, 2010. The provisions of this Plan are intended to govern the benefits payable to a Participant under the Plan, whether allocated under the Prior Plan prior to June 1, 2010 or allocated under this Plan both on and after April 1, 2010, provided, however, that, as set forth below, certain amounts designated as amounts in a “Grandfathered Account” payable under the Plan that were earned and vested on or before December 31, 2004 shall be governed by the Pre-409A Plan Document as set forth in Appendix A.

The adoption of this Plan is not intended to grant additional benefits to the Participants hereof under any nonqualified deferred compensation plan (as such term is defined in the regulations promulgated under Code section 409A) sponsored by the Company, rather, it is intended to assume the liabilities accrued under the Prior Plan with respect to continuing Participants and Former Employees and be considered as a continuation of the Prior Plan with respect to such continuing Participants and Former Employees. Accordingly, all elections by continuing Participants and Former Employees that were in effect under the terms of the Prior Plan immediately prior to June 1, 2010, shall continue in effect from and after such date until a new election that by its terms supersedes the prior election is made by such continuing Participant or Former Employee in accordance with the terms of the Plan and consistent with the provisions of Code section 409A to the extent applicable. As a result thereof, nothing herein is intended to constitute a “material modification” (within the meaning of Code section 409A) of the Prior Plan.

The Plan is intended to constitute a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees and is intended to meet the exemptions provided in ERISA sections 201(2), 301(a)(3), and 401(a)(1), as well as the requirements of Department of Labor Regulations section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulations.

Plan provisions in effect prior to 2005 are reflected in Appendix A to this Plan and are referenced in this Plan as the Pre-409A Plan Document. Nothing contained in this Plan (excluding Appendix A) shall be interpreted as amending or otherwise modifying any provision under the Pre-409A Plan Document. For ease of reference, however, certain provisions in the Plan document other than Appendix A do make reference to or describe Plan provisions in effect prior to 2005.

Application of Plan

Certain amounts, designated as amounts in a “Grandfathered Account” payable under this Plan were earned and vested on or before December 31, 2004. As a result, such amounts are not subject to Code section 409A. Amounts that are earned and vested after December 31, 2004 are subject to Code section 409A. Since January 1, 2005, the Plan has been administered in good-faith compliance with all available and then applicable Code section 409A guidance, including, but not limited to, proposed regulations issued September 29, 2005 and final regulations issued April 17, 2007. On or after the Effective Date, the Plan Committee shall administer this Plan in a manner designed to comply with Code section 409A and the Plan Committee shall disregard any Plan provision if the Plan Committee determines that application of such provision would subject the Participant to an additional excise tax under Code section 409(a)(1)(B).

Article 1. Title, Definitions and Construction

1.1 Title

This Plan shall be known as the “CoreLogic, Inc. Deferred Compensation Plan, Effective as of June 1, 2010.”

1.2 Definitions

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

(a)	“Account” means a Participant’s post-2004 Deferral Account.

(b)	“Affiliate ” means:

(1)

Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b);

(2)

Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and

(3)

Any entity or organization that is required to be aggregated with the Company, pursuant to Code sections 414(m) or 414(o).

(c)

“Base Salary” means a Participant’s annual base salary and all other remuneration for services rendered to a Participating Company, prior to reduction for any salary contributions to a plan established pursuant to Code sections 125 or 401(k), including payments from other non-qualified deferred compensation plans sponsored by a Participating Company, but excluding bonus or other incentive payments or income derived from equity-based compensation.

(d)	“Beneficiary” means the person, persons or entity designated by a Participant to receive the benefits described in this Plan in the event of the Participant’s death.

Each Participant shall designate in writing consistent with Plan section 1.5 and in accordance with procedures established by the Plan Committee the person or persons, including a trustee, personal representative or other fiduciary, to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Plan Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Plan Committee with or without the consent of the previous Beneficiary. If there is no Beneficiary designation in effect, then the person designated to receive the death benefit specified in Plan section 6.4 shall be the Beneficiary. However, no designation of a Beneficiary other than the Participant’s spouse shall be valid unless the spouse has consented to such designation in writing in accordance with procedures established by the Plan Committee or its designee. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Plan Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Plan Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid:

(1)

To that person’s living parent(s) to act as custodian;

(2)

If that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent; or

(3)

If no parent of that person is then living, to a custodian selected by the Plan Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Plan Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Any and all liability of the Company shall terminate upon payment by the Company of all benefits owed hereunder pursuant to any unrevoked Beneficiary designation or to the Participant’s estate if no such designation exists.

(e)	“Board” means the Board of Directors of The First American Corporation.

(f)

“Bonuses” means such additional amounts of income or incentive pay as a Participating Company may determine to pay to an employee, as determined in the sole and absolute discretion of such Participating Company. Income attributable to equity-based compensation will not be included in this definition.

(g)	“Change of Control” means the occurrence of any of the following:

(1)

(2)

A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or

(3)

Any other event constituting a change of control required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by reason of the acquisition of Company securities by the Company, any entity controlled by the Company or any plan sponsored by the Company which is qualified under Code section 401(a) or by reason of the acquisition of Company securities (either directly or indirectly as a result of a merger, consolidation or otherwise) or other corporate restructuring event of the Company in a transaction approved by the Incumbent Directors.

(h)	“Code” means the Internal Revenue Code of 1986, as amended.

(i)	“Commissions” means a Participant’s remuneration earned from a Participating Company that is dependent on sales activity and is not related to Base Salary or Bonuses.

(j)	“Company” means CoreLogic, Inc. (formerly named The First American Corporation) and any successor corporation or corporations.

(k)

“Compensation” means the Base Salary, Commissions and Bonuses that the Participant is entitled to receive for services rendered to the Company. All deferral elections are applied to the Plan Year in which the Compensation is earned, regardless of when it is paid. Deferral elections covered under subsection (w) shall not include Compensation earned prior to the expiration of the 30-day period reflected at subsection (w).

(l)	“Deferral Account” means the bookkeeping account maintained by the Plan Committee for each Participant that is credited with amounts earned and vested on and after December 31, 2004 equal to

(1)

the portion of the Participant’s Compensation that the Participant elects to defer, and

(2)

Interest pursuant to Plan section 4.1.

(m)	“Deferral Amount” means the amount of the Participant’s Compensation that the Participant elects to defer each Plan Year pursuant to Article 3 of the Plan.

(n)	“Disability” means a physical or mental condition which renders the Participant eligible for disability payments under the Social Security Act.

(o)	“Distributable Amount” means the balance in the Participant’s Deferral Account provided that such balance in the Deferral Account has also satisfied all requirements in Article 6 of the Plan necessary to be distributable.

(p)

“Early Distribution” means an election by a Participant, with respect to the Participant’s pre-2005 Plan Year balances as set forth in the Pre-409A Plan Document at Appendix A, and in accordance with Plan section 6.2 to accelerate or otherwise change the time or form (or time and form) of payment with respect to such pre-2005 deferrals.

(q)	“Effective Date” means June 1, 2010.

(r)	“Eligible Employee” means such management and highly compensated employees as are designated by the Plan Committee or its designee for participation in this Plan.

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

(t)	“Fund” means one or more of the investment funds selected by the Plan Committee pursuant to Plan section 3.3.

(u)

“Grandfathered Account” means the Account of a Participant composed entirely of deferred compensation that was earned and vested prior to 2005. Amounts designated to the Grandfathered Account are not subject to Code section 409A and are governed solely by the terms of the Pre-409A Plan Document as set forth at Appendix A.

(v)	“Incumbent Directors” means directors who either are:

(1)

Directors of the Company as of January 1, 2009; or

(2)

Elected, or nominated for election, to the Board with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

(w)

“Initial Election Period” means the 30-day period immediately following the date an employee shall first be designated by the Company as an Eligible Employee for purposes of Article 2 of the Plan or any other account based plan established or maintained by the Company or any Affiliate that allows for the elective deferral of compensation, as determined under Treasury Regulations section 1.409A-1(c)(2)(i)(A).

(x)	“Investment Return” means, for each Fund, an amount equal to the net rate of gain or loss on the assets of such Fund during each business day.

(y)	“Key Employee Policy” means the policy used by the Company to identify Specified Employees consistent with the requirements of Treasury Regulations section 1.409A-1(i).

(z)	“Military Leave” means leave subject to reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

(aa)

“Participant” means any Eligible Employee who becomes a Participant in accordance with Article 2 of the Plan. Former Employees shall also be treated as Participants with respect to those provisions of the Plan related to the administration of any accounts (including an Account, Company Contribution Account, Deferral Account or Grandfathered Account) established for the benefit of a Former Employee and the distribution of the amounts allocated to such accounts.

(bb)	“Participating Company” means the Company and each Affiliate that the Board of the Company or its designee authorizes to participate in this Plan provided that each such Affiliate’s governing body has accepted such offer to have certain of its employees to be eligible to participate.

(cc)	“Payment Date” means:

(1)

the first month following the end of the calendar quarter in which the Participant has a Separation from Service; or

(2)

a Scheduled Withdrawal Date.

Notwithstanding the above, the Payment Date for a Specified Employee on account of a Separation from Service will not be prior to the expiration of the six-month anniversary of such Specified Employee’s Separation from Service.

(dd)	“Payment Event” means the Participant’s Separation from Service, including a Separation from Service caused by the Participant’s death, the Participant’s elected Scheduled Withdrawal Date or a qualifying Unforeseeable Financial Emergency as set forth in Plan section 6.9.

(ee)	“Plan” means the CoreLogic, Inc. Deferred Compensation Plan, as amended from time to time.

(ff)	“Plan Committee” means the Plan Committee appointed by the Board to administer the Plan in accordance with Article 7 of the Plan.

(gg)	“Plan Year” means the 12-consecutive month period beginning on each January 1 and ending on December 31.

(hh)	“Policy” means the life insurance policy or policies purchased in accordance with the terms of this Plan or otherwise acquired by the Trust.

(ii)	“Pre-409A Plan Document” means the Plan document as in effect on or before

December 31, 2004 and prior to the application of Code section 409A.

(jj)	“Qualified Divorce Order” means a divorce order that:

(1)

Creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable to a Participant under this Plan;

(2)

Clearly specifies:

(A)

The name and the last known mailing address of the Participant and the name and mailing address of the alternate payee covered by the order;

(B)

The amount or percentage of the Participant’s benefits to be paid by this Plan to the alternate payee, or the manner in which such amount or percentage is to be determined;

(C)

That the alternate payee will receive a lump sum distribution; and

(D)

That it applies to this Plan; and

(3)

Does not:

(A)

Require this Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan;

(B)

Require this Plan to provide increased benefits;

(C)

Require the payment of benefits to an alternate payee that are required to be paid to another alternate payee under another divorce order previously determined to be a Qualified Divorce Order; or

(D)

Require the payment of benefits under this Plan at a time or in a manner that would cause the Plan to fail to satisfy the requirements of Code section 409A (or other applicable section) and any regulations promulgated thereunder or that would otherwise jeopardize the deferred taxation treatment of any amounts under this Plan.

(kk)

“Scheduled Withdrawal” means the amount of Compensation deferred by a Participant in a given Plan year, and earnings and losses attributable thereto, which the Participant elected at the time that the corresponding deferral election was made to have distributed in-service at a Scheduled Withdrawal Date. A Participant may not elect to receive a Scheduled Withdrawal equal to an amount other than the total amount of Compensation (and related earnings or losses) deferred during the Plan Year to which the Scheduled Withdrawal relates.

(ll)

“Scheduled Withdrawal Date” means the distribution date elected by the Participant at the time that the corresponding Plan Year deferral election was made for a Scheduled Withdrawal. A Participant’s Scheduled Withdrawal Date with respect to amounts of Compensation deferred in a given Plan Year cannot be paid until after the expiration of two Plan Years from the last day of the Plan Year for which the corresponding deferrals of Compensation were made ( e.g. , 2012 for deferrals made in 2009).

(mm)

“Separation from Service” means the date on which a Participant ceases to be an employee of the Company (or any Affiliate) on account of the Participant’s retirement, death, or other termination of employment. Whether or not a Participant has incurred a Separation from Service will be based on all surrounding relevant circumstances, including, but not limited to, the reasonable belief of both the Participant and the Company (or Affiliate) that the Participant will perform no future services for the Company (or Affiliate) as an employee, as a contractor or in any other capacity. The Plan will treat an anticipated permanent reduction in the level of bona fide services provided by the Participant to the Company or an Affiliate as a Separation from Service provided that it is reasonable for the Company or the Affiliate to anticipate that the Participant’s reduced level of bona fide services will not exceed 49 percent of the average level of bona fide services provided by such Participant within the immediately preceding applicable 36 months within the meaning of Treasury Regulations section 1.409A-1(h)(1)(ii).

For purposes of this defined term, no Separation from Service will be deemed to have occurred if the Participant (1) transfers employment from the Company or an Affiliate to another member of the Company’s Code section 414 controlled group; or (2) experiences a Military Leave. For this purpose, controlled group membership will include the Company and each Affiliate whether or not such Affiliate is also a Participating Company.

Notwithstanding the foregoing, in the event that all or substantially all of the assets of the Company are acquired by an unrelated third-party buyer, the Company and such buyer will have the discretionary authority consistent with the requirements of Treasury Regulations section 1.409A-1(h)(4) to determine whether or not such asset transaction results in a Separation from Service for Participants from the Company.

(nn)	“Specified Employee” means a Participant qualifying as a “key employee” for purposes of Code section 416 (determined without regard to Code section 416(i)(5) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (“Identification Date”):

(1)

The Participant is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $145,000 (subject to cost-of-living adjustments);

(2)

The Participant is a five-percent owner; or

(3)

The Participant is a one-percent owner and has annual compensation in excess of $150,000.

If an individual is a key employee as of an Identification Date, including an individual who acknowledges his Specified Employee status to the Company immediately prior to the date of his Separation from Service, the individual shall be treated as a Specified Employee for the 12-month period beginning on April 1 following the Identification Date. For the limited purpose of applying the “one-percent” and “five-percent” ownership rules, ownership is determined with respect to the entity for which the Eligible Employee provides services. The Code’s controlled and affiliated service group rules do not apply when determining a Participant’s ownership interests. Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise.

For purposes of making its annual Specified Employee determination, the Company shall consider compensation treated as recognizable pay under the so-called “Code section 415 general” definition of pay.

(oo)	“Subsequent Election Period” means any election period after the expiration of the Participant’s Initial Election Period.

(pp)	“Trust” means the CoreLogic, Inc. Deferred Compensation Plan Trust.

(qq)

“Unforeseeable Financial Emergency” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant, which the Participant cannot satisfy through insurance reimbursements, the liquidation of other assets (but only if such liquidation would not itself cause a hardship) or by stopping deferrals under this Plan, and resulting from:

(1)

A sudden and unexpected illness or accident of the Participant or a dependent of the Participant (as defined in Code section 152(a));

(2)

A casualty loss involving the Participant’s property; or

(3)

Such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Plan Committee.

1.3 Gender and Number

Any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number.

1.4 Headings

The headings of this Plan are inserted for convenience or reference only, and they are not to be used in the construction of the Plan.

1.5 Requirement to Be in “Written Form”

Various notices provided by the Company, the Plan Committee, or any duly authorized agent of either of them and various elections made by Participants, Beneficiaries or other payees are required to be in written form. Notwithstanding anything to the contrary in this Plan, any notices and elections related to, or that may constitute part of, the Plan may be conveyed through an electronic system or any other system approved by the Plan Committee unless otherwise provided under applicable law or regulatory guidance.

Article 2. Participation

2.1 Participation

An Eligible Employee shall become a Participant in the Plan by electing to defer a portion of his Compensation in accordance with Plan section 3.1. If a Participant has a Separation from Service and is subsequently reemployed, the Participant may not reenter the Plan until the Plan Year that follows a period of twenty-four (24) months from the Participant’s date of reemployment. If a Participant transfers to an entity that is not an Affiliate, such Participant’s participation in this Plan shall cease upon such transfer. If the Participant transfers to an Affiliate, whether or not such Affiliate is also a Participating Company, the deferral election made by a Participant for the Plan Year which includes the date of transfer shall remain in effect for the remainder of such Plan Year. Participants who transfer to an Affiliate which is not a Participating Company shall not be eligible to make a deferral election with respect to any Plan Year following the Plan Year in which their transfer to such Affiliate was first effective until such time (if ever) that such Participant’s employment is transferred back to the Company or a Participating Company or until such time (if ever) that such nonparticipating Affiliate becomes a Participating Company.

Article 3. Deferral Elections

3.1 Elections to Defer Compensation

Each Eligible Employee may elect to defer Compensation in accordance with this Plan section 3.1.

(a)

Initial Election Period. Subject to the provisions of Article 2 of the Plan, each Eligible Employee may elect to defer Compensation not yet earned by filing with the Plan Committee an election that conforms to the requirements of this Plan section 3.1, in a manner provided by the Plan Committee, no later than the last day of his Initial Election Period. Each Participant’s election made during his Initial Election Period (if any) will remain in effect from Plan Year to Plan Year until the Participant changes such election pursuant to subsection (d).

(b)

Subsequent Election Periods. Any Eligible Employee who fails to elect to defer Compensation during his Initial Election Period may subsequently become a Participant by filing an election, in a manner provided by the Plan Committee, to defer Compensation as described in subsection (a), above, on or before December 31 of a Plan Year with respect to Compensation to be earned in the next following Plan Year. Each Participant’s election during any Subsequent Election Period (if any) will remain in effect from Plan Year to Plan Year until the Participant changes such election pursuant to subsection (d).

(c)

Required Deferral Amount. The amount of Compensation which an Eligible Employee may elect to defer shall be a whole percentage or a specified dollar amount which shall not exceed 100% of the Eligible Employee’s Compensation or applicable component of Compensation, and provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security tax and Medicare, income tax, employee benefit plan and other withholding requirements as determined in the sole and absolute discretion of the Plan Committee. If a Participant elects to defer a specified dollar amount from one or more eligible sources of Compensation (Base Salary, Bonuses, Commissions) and the specified dollar amount exceeds the amount of Compensation in one or more of the eligible sources of Compensation as previously elected by the Participant, a deferral of up to 100% of the Eligible Employee’s Compensation or applicable component of Compensation, consistent with the tax, withholding and benefit plan requirements set forth in the preceding sentence, shall be deemed to satisfy such previously elected specified dollar deferral.

(d)

Modification of Deferral Election Generally. A Participant may increase, decrease or terminate a deferral election with respect to Compensation for any subsequent Plan Year by filing a new election on or before December 31, which election shall be effective on the first day of the next following Plan Year. If no such modification of a prior deferral election is made on or before each successive December 31, then the standing deferral election, as described in subsections (a) and (b) above shall continue in effect until it is modified under this subsection.

(e)

Modification of Deferral Election Upon Unforeseeable Financial Emergency. A Participant may request to suspend their deferral election due to an Unforeseeable Financial Emergency. The Plan Committee will make a determination of whether or not to grant such Participant’s request. If the Plan Committee determines a Participant experienced an Unforeseeable Financial Emergency, the Participant’s standing election covering the Initial Election Period or Subsequent Election Period, as applicable, will be suspended for the remainder of the period covered by such Initial Election Period or Subsequent Election Period.

(f)	Transfers. A Participant who transfers from the Company or a Participating Company to a non-participating Affiliate shall have his deferral election remain in place for the remainder of the Plan Year in which such transfer was first effective.

3.2 Distribution Elections

(a)	Form of Distribution. Concurrently with the filing of a Participant’s Plan Year election to defer, a Participant shall elect the form of distribution from among the following options in a manner provided by the Plan Committee:

(1)

A lump sum distribution beginning on the Participant’s Payment Date; or

(2)

Except in the case of a Scheduled Withdrawal, substantially equal quarterly installments over five (5), ten (10), or fifteen (15) years beginning on the Participant’s Payment Date.

Except in the case of a Scheduled Withdrawal, a distribution election made with respect to a Deferral Amount will remain in effect beyond the Plan Year for which the distribution election was originally made until the Participant subsequently changes it. If a Participant fails to elect an optional form of benefit as provided above by the due date determined for making such election, the Participant’s Distributable Amount will be distributed in a lump sum beginning on the Participant’s Payment Date. If a Participant makes an election to receive installments with respect to deferrals that apply to one or more Plan Years and later experiences a Separation from Service, and begins to receive such installment payments and is then later rehired, such installment payments related to the Participant’s prior period of service must continue to be paid as if the Participant was never rehired.

(b)

Post-2004 Plan Year Deferrals. For the deferrals that relate to each successive Plan Year after 2004, a Participant may make a one-time election to change the time or form (or time and form) of distribution of the Participant’s corresponding Plan Year balance so long as such election is not effective for twelve months, does not accelerate the time in which the distribution is to be received, is made not less than twelve (12) months prior to the Participant’s Separation from Service or the Scheduled Withdrawal Date for a Scheduled Withdrawal, as the case may be, and results in a delay Payment Date of not less than five (5) years. Any such one-time election change made with respect to deferrals relating to a specific Plan Year after 2004 will not change the original election made with respect to the deferrals for any other specific Plan Year after 2004.

(c)

$25,000 Lump Sum. In the case of a Participant with an Account balance of less than $25,000 (exclusive of any amount subject to an election for a Scheduled Withdrawal) at the end of the calendar quarter in which the Participant has a Separation from Service, the Distributable Amount shall be paid to the Participant by the Payment Date (and after his death to his Beneficiary) in a lump sum, regardless of the election made by the Participant, provided further that such accelerated lump sum payout will only apply if such payout results in the termination of the Participant’s entire interest in this Plan and all other account-based elective deferral plans aggregated with this Plan under Code section 409A.

(d)

Earnings. The Participant’s Account shall continue to be credited with earnings pursuant to Plan section 4.1 until all amounts credited to the Participant’s Account under the Plan have been distributed. For lump sum distributions, a Participant’s Account will be credited with earnings through the last day of the calendar quarter in which the Participant has a Separation from Service. Lump sum distributions that are payable to a Specified Employee, as defined in Plan section 1.2(nn), and, therefore, subject to a six-month delay shall be credited with earnings through the last day of the calendar month coincident with or immediately following the expiration of such six-month period. For installment payments, a Participant’s Account will be credited with earnings through the last day of the calendar quarter which includes the last remaining installment payment. For Scheduled Withdrawals, a Participant’s Account will be credited with earnings through the applicable December 31 immediately preceding the Scheduled Withdrawal Date.

3.3 Investment Elections

(a)

At the time of making the deferral elections described in Plan section 3.1, the Participant shall designate, in a manner provided by the Plan Committee, the types of investment funds in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to his Account. In making the designation pursuant to this Plan section 3.3, the Participant may specify that all or any percentage of his Account (in whole percentage increments) be deemed to be invested in one or more of the types of investment funds provided under the Plan as communicated from time to time by the Plan Committee. A Participant may change the designation made under this Plan section 3.3, any day by filing an election, in a manner provided by the Plan Committee. If a Participant fails to elect a type of fund under this Plan section 3.3, the Participant shall be deemed to have elected the Money Market type of investment fund.

(b)

Although the Participant may designate the type of investments, the Plan Committee shall not be bound by such designation. The Plan Committee shall select from time to time, in its sole discretion, certain investment crediting options, all of which are communicated by the Plan Committee to the Participant pursuant to subsection (a), above, and such designated investments shall constitute the Funds. The Investment Return of each such commercially available investment fund shall be used to determine the amount of earnings or losses to be credited to the Participant’s Account under Article 4 of the Plan.

3.4 Transition Rule for Plan Year 2010

Any elections to defer compensation or to provide for distributions of benefits made under the Prior Plan with respect to compensation otherwise payable to a Participant in the 2010 Plan Year or amounts otherwise distributable to a Participant during the 2010 Plan Year shall be treated by the Plan as if they were made under the Plan in accordance with the provisions of this Article 3 and shall comply with the requirements of Code section 409A.

Article 4. Participant Accounts and Trust Funding

4.1 Participant Accounts

The Plan Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account and Company Contribution Account shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to an investment fund elected by the Participant pursuant to Plan section 3.3(a). A Participant’s Deferral Account shall be credited as follows:

(a)

Within five business days of Compensation being withheld, the Plan Committee shall credit the investment fund subaccounts of the Participant’s Deferral Account with an amount equal to the Compensation deferred by the Participant during each pay period in accordance with the Participant’s election under Plan section 3.3(a); that is, the portion of the Participant’s deferred Compensation that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund subaccount corresponding to that investment fund. Deferrals of Base Salary will be deducted from each applicable paycheck. Deferrals of Commissions and Bonuses will be deducted when paid.

(b)

At the end of every business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of each preceding business day by the Investment Return for the corresponding fund selected by the Company pursuant to Plan section 3.3(b).

(c)

In the event that a Participant elects to defer Compensation for a given Plan Year, all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of such Compensation and investment gains and losses associated with such Plan Year’s deferral of Compensation.

4.2 Funding of Trust

(a)	The Company has created a Trust with First American Trust, FSB serving as the initial trustee. Unless the Plan is deemed to be in a “restricted period” within the meaning of Code section 409A(b)(3), each Participating Company shall contribute to the Trust for such Plan Year:

(i)

the total amount deferred by each Participant for the Plan Year not yet contributed to the Trust; less

(ii)

the total amount of accrued Plan distributions paid by the Company still reflected in the Trust.

Each Participating Company may also contribute such additional amounts as it shall deem necessary or appropriate.

(b)

Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of a Participating Company and shall be used exclusively for the uses and purposes of Plan Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan shall be unsecured contractual rights of Plan Participants and Beneficiaries against the Participating Company.

(c)

Prior to an event of insolvency, as defined in the Trust, the assets of the Plan and Trust shall never inure to the benefit of the Participating Company and the same shall be held for the exclusive purpose of providing benefits to Participants and their beneficiaries, including the payment of reasonable expenses of administering the Plan and Trust. Upon an event of insolvency, as defined in the Trust, assets held in the Trust will be subject to the claims of a Participating Company’s general creditors under federal and state law as further specified in the Trust.

Article 5. Vesting

A Participant’s Deferral Account shall be 100% vested at all times.

Article 6. Distributions

6.1 Scheduled Distributions

In the case of a Participant who has elected a Scheduled Withdrawal while still in the employ of a Participating Company, such Participant shall receive his Scheduled Withdrawal amount pursuant to Plan section 3.2. If a Participant has a Separation from Service prior to a Scheduled Withdrawal Date, other than by reason of death, the portion of the Participant’s Account associated with the Participant’s selected Scheduled Withdrawal Dates which have not occurred prior to such Separation from Service shall be distributed in a lump sum, provided, however, such lump sum will be delayed for six (6) months following the Participant’s Separation from Service consistent with Plan sections 1.2(cc) and 1.2(nn).

6.2 Post-2004 Early Distributions of Pre-2005 Plan Year Balances

Except as specified below, the Participant’s right to elect an Early Distribution from the portion of his Deferral Account that represents pre-2005 Plan Year balances is not amended and the Plan terms governing such Early Distribution, including the ten percent payment forfeiture provision, are reflected in Appendix A of this Plan. On or after the Effective Date, a Participant making an election to take an Early Distribution will result in the Participant being suspended from making a Deferral Amount for two Plan Years commencing with the January 1 next following the date on which the Participant makes such Early Distribution election. Deferrals (and investment earnings on such deferrals) made to this Plan after 2004 are not eligible for an Early Distribution.

6.3 Distribution Upon Separation from Service

Upon the Participant’s Separation from Service, whether by reason of retirement or for any reason other than death, a Participant shall receive his Distributable Amount pursuant to Plan section 3.2 on the Payment Date following such Separation from Service.

6.4 Death Benefit

(a)	Death Benefit While Still Employed. In the case of a Participant who dies while employed by a Participating Company, the following benefits shall be provided:

(1)

The Account Balance in a lump sum or installments as previously elected by the Participant and, subject to the provisions of this Article 6 of the Plan but without regard to the six-month payment delay for Specified Employees; and

(2)

In the case of an employee who became a Participant prior to January 1, 2002, that portion of the death benefit of any Policy purchased by the Trust to insure the life of the Participant and earmarked by the Plan Committee to provide benefits under this Section 6.4(a)(2) equal to the amounts described in subsections (a)(2)(A) through (C) and not to exceed $2 million. Furthermore, if the Participant dies while in service on or after attainment of age 61, the benefit under this Plan section, after application of the $2 million limit described above, shall be reduced by 20% for each full year after the Participant’s attainment of age 60; provided, however, that if the Participant is over age 61 as of February 1, 2003, the benefit will be reduced by 20% for each full year after February 1, 2002 and not as described in the preceding sentence.

(A)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Base Salary only, such Participant’s death benefit shall equal his Base Salary deferrals over the first twelve months of Plan participation multiplied by fifteen. This amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(B)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Bonuses and/or Commissions only, at the end of the initial twelve-month period (which may or may not span more than one Plan Year) the amount of the Participant’s deferral of Bonuses and/or Commissions shall be aggregated and multiplied by fifteen, which amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(C)

If a Participant elects during his first twelve months of Plan participation (whether or not such election occurs during more than one Plan Year) to defer Base Salary and Bonuses and/or Commissions, at the end of the initial twelve-month period (which may or may not span more than one Plan Year) the Participant’s death benefit shall equal the amount of Base Salary deferrals during the first twelve months multiplied by fifteen plus the aggregate amount of all deferrals of Bonuses and/or Commissions which occurred during the first twelve months multiplied by fifteen. This amount shall constitute the Participant’s death benefit under this Section 6.4(a)(2) prior to any reduction described in the first paragraph thereof for the remainder of his participation in the Plan.

(3)

The Participant may designate a beneficiary with respect to the portion of the Policy proceeds described in Section 6.4(a)(2) above in the event the Participant dies prior to otherwise incurring a Separation from Service. The Participant may designate and change such beneficiary (which need not be his Beneficiary) at any time on a form provided by and filed with the insurance company. If no such form is on file with the insurance company, the insurance proceeds designated in this paragraph shall be paid to the Beneficiary. The benefit payable under such a Policy shall only be paid if the insurance company agrees that the Participant is insurable and shall be subject to all conditions and exceptions set forth in such Policy.

(4)

Notwithstanding any provision of this Plan or any other document to the contrary, the Participating Company shall not have any obligation to pay the Participant or his beneficiary any amounts described in subsection (a)(2); all such amounts due pursuant to subsection (a)(2) shall be payable solely from the proceeds of such Policy, if any. Furthermore, the Participating Company is not obligated to maintain the Policy; no death benefit shall be payable hereunder if the Company has discontinued the Policy for the Participant. In addition, no Policy shall be allocated to any Participant Account.

(5)

So long as the Trust maintains a Policy to pay benefits to a Participant or former Participant under Section 6.4(a)(2) and the Plan is not deemed to be in a “restricted period” within the meaning of Code section 409A(b)(3), the Company shall pay to the Trustee amounts necessary to pay premiums on such Policy insuring the Participant or former Participant’s life as soon as practicable after the end of each Plan Year, or such earlier time as the Company shall determine (but no later than the tax return due date for the Company for such year). The Company may allocate such premium expenses amongst Participating Companies.

(6)

Notwithstanding any provision of this Plan to the contrary, and effective January 1, 2002, no death benefit will be payable to any Eligible Employee who became a Participant after December 31, 2001.

(b)

Death After Benefit Commencement. In the event a Participant dies after he has had a Separation from Service and begins to receive installment payments pursuant to Plan section 3.2 but while he still has a balance in his Account, the balance shall continue to be paid in installments to the Beneficiary for the remainder of the period as elected by the Participant.

(c)

Death Benefit Reduction. In the event a Participant elects an Early Distribution from his Deferral Account for a percentage of his Account representing his pre-2005 Plan Year balances, the Participant’s death benefit as computed in accordance with this Plan section 6.4 shall be reduced by multiplying said death benefit by a fraction, the numerator of which shall be the sum of the Participant’s Early Distributions and the denominator of which shall be the Participant’s Deferral Account representing his pre-2005 Plan Year balances without reduction for any Early Distributions taken. For purposes of calculating the denominator of the fraction set forth above, a Participant’s Early Distributions shall be credited with earnings and losses in accordance with Plan section 4.1.

6.5 Inability to Locate Participant

If the Plan Committee is unable to locate a Participant or Beneficiary within three years following the required Payment Date, the amount allocated to the Participant’s Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims, within three years of the forfeiture, such benefit, such benefit shall be reinstated but without interest or earnings from the date of forfeiture forward.

6.6 No Acceleration of Payments

The Plan Committee shall not permit the acceleration of the time or schedule of payments except as provided in this Plan section.

As of January 1, 2009, acceleration of the time or schedule of payments shall be permitted only in the following instances:

(a)	A payment to an alternate payee to the extent necessary to fulfill a Qualified Divorce Order;

(b)	A payment that is necessary to comply with a certificate of divestiture as defined in Code section 1043(b)(2);

(c)

A payment to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code sections 3101 and 3121(v)(2) on amounts held by the Plan as well as a payment to pay any income tax at source on wages imposed under Code section 3401 ( i.e. , wage withholding) on the FICA tax amount and any income tax at source attributable to the pyramiding of wages and taxes. The total payment under this subsection may not exceed the aggregate FICA tax amount and the income tax withholding related to such FICA tax amount; or

(d)	A small amount cashout pursuant to Treasury Regulations section 1.409A-3(j)(4)(v).

6.7 Tax Withholding

Any federal, state or local taxes, including FICA tax amounts, required by law to be withheld with respect to benefits earned and vested under this Plan or any other compensation arrangement may be withheld from the Participant’s benefit, salary, wages or other amounts paid by the Company or any employer and reasonably available for withholding. Prior to making or authorizing any benefit payment under this Plan, the Company may require such documents from any taxing authority, or may require such indemnities or a surety bond from any Participant or Beneficiary, as the Company shall reasonably consider necessary for its protection.

6.8 Six-Month Delay for Specified Employee

If the Company determines that a Participant is a Specified Employee, payment of the Participant’s Account will not commence prior to the first day of the month following the six-month anniversary of the Participant’s Separation from Service. Additionally, a Participant must notify the Company to affirm whether or not he is a Specified Employee by virtue of the one-percent and five-percent ownership thresholds set forth at Treasury Regulations section 1.409A-1(i) and the Company will not be responsible for any consequences to the Participant as a result of a Participant’s failure to so notify the Company. The above six-month payment delay will not apply to a Participant who is a Specified Employee if the Participant’s Separation from Service is on account of his death. The above six-month payment delay will also not apply to a Participant who incurs and receives a payment pursuant to a qualifying Disability. If a Participant’s benefits under this Plan are subject to such six-month payment delay, the Participant will be entitled to receive a one-time lump sum payment equal to the payments which were delayed by the above six-month delay.

6.9 Distributions Upon Unforeseeable Financial Emergency

A Participant may request an accelerated distribution from his Deferral Account that does not exceed an amount necessary to satisfy an Unforeseeable Financial Emergency experienced by the Participant. The Plan Committee will make a determination of whether or not to grant such Participant’s request. In making this determination, the Plan Committee is not required to consider payments that may be available to the Participant due to the Unforeseeable Financial Emergency under any other qualified or nonqualified retirement plans maintained by the Company.

Article 7. Administration

7.1 Plan Committee

(a)	Except as otherwise provided in the Plan, the Plan Committee shall be the administrator of the Plan, within the meaning of ERISA section 3(16)(A). The Plan Committee shall generally administer the Plan.

(b)	The Plan Committee may be composed of as many members as the Board may appoint in writing from time to time. The Board may also delegate to another person the power to appoint and remove members of the Plan Committee.

(c)	The Company by action of an officer or the Chairperson of the Plan Committee, or if there is no Chairperson, then by unanimous consent of the members of the Plan Committee, may appoint Plan Committee members from time to time. Members of the Plan Committee may, but need not, be Employees.

(d)

A member of the Plan Committee may resign by delivering his written resignation to the Plan Committee. The resignation shall be effective as of the date it is received by the Plan Committee or such other later date as is specified in the resignation notice. A Plan Committee member may be removed at any time and for any reason by the Company by action of any of its officers, the Chairman of the Plan Committee, or by unanimous consent of the remaining members of the Plan Committee. Any Employee appointed to the Plan Committee shall automatically cease to be a member of the Plan Committee, effective on the date that he ceases to be an Employee, unless the Chairman of the Plan Committee, an officer of the Company, or all of the Plan Committee members unanimously specify otherwise in writing.

7.2 Operation of the Plan Committee

(a)

A majority of the members of the Plan Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted and other actions taken by the Plan Committee at any meeting shall be by the vote of a majority of those present at any such meeting. Upon the concurrence of all of the members in office at the time, action by the Plan Committee may be taken otherwise than at a meeting.

(b)	The members of the Plan Committee may elect one of their members as Chair and may elect a Secretary who may, but need not, be a member of the Plan Committee.

(c)	The members of the Plan Committee may authorize one or more of their members or any agent to execute or deliver any instrument or instruments on their behalf. The members of the Plan Committee may allocate any of the Plan Committee’s powers and duties among individual members of the Plan Committee.

(d)	The Plan Committee may appoint one or more subcommittees and delegate any of its discretionary authority and such of its powers and duties, as it deems desirable to any such subcommittee. The members of any such subcommittee shall consist of such persons as the Plan Committee may appoint.

(e)

All resolutions, proceedings, acts, and determinations of the Plan Committee, with respect to the administration of the Plan, shall be recorded; and all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved by the Plan Committee.

(f)	Subject to the limitations contained in the Plan, the Plan Committee shall be empowered from time to time in its discretion to establish rules for the exercise of the duties imposed upon the Plan Committee under the Plan.

7.3 Agents

(a)

The Board, the Company, or the Plan Committee may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board, Company, or the Plan Committee (as applicable) shall be deemed to mean or include the delegated persons as to matters within their jurisdiction.

(b)	The Board, the Company, or the Plan Committee may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.

(c)	The Board, the Company, or the Plan Committee may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses therefor paid, as provided in Plan section 7.4.

7.4 Compensation and Expenses

(a)	A member of the Plan Committee shall serve without compensation for services as a member. Any member of the Plan Committee may receive reimbursement of expenses properly and actually incurred in connection with his services as a member of the Plan Committee, as provided in this Article 7.

(b)	All expenses of administering the Plan shall be paid by the Company.

7.5 Plan Committee ’ s Powers and Duties

Except as otherwise provided in this Plan, the Company shall have responsibility for any settlor duties, powers or functions ( e.g. , the right to amend and terminate the Plan) and except as otherwise provided in the Plan, the Plan Committee shall have responsibility for the general administration of the Plan and for carrying out its provisions. The Plan Committee shall have such powers and duties as may be necessary to discharge its functions hereunder, including the following:

(a)	To establish rules, policies, and procedures for administration of the Plan;

(b)	To construe and interpret the Plan, to decide all questions of eligibility, and to determine the amount, manner, and time of payment of any benefits hereunder;

(c)	To make a determination as to the right of any person to a benefit and the amount thereof;

(d)	To obtain from the Company such information as shall be necessary for the proper administration of the Plan;

(e)	To prepare and distribute information explaining the Plan;

(f)	To keep all records necessary for the operation and administration of the Plan;

(g)	To prepare and file any reports, descriptions, or forms required by the Code or ERISA; and

(h)	To designate or employ agents and counsel (who may also be persons employed by the Company) and direct them to exercise the powers of the Plan Committee.

7.6 Plan Committee ’ s Decisions Conclusive/Exclusive Benefit

The Plan Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the Plan and to resolve all questions arising thereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA shall in all cases control. Benefits under this Plan will be paid only if the Committee decides in its discretion that the Participant, surviving spouse or Beneficiary is entitled to them. The Plan Committee shall endeavor to act in such a way as not to discriminate in favor of any class of Participants or other persons. Any and all disputes with respect to the Plan that may arise involving Participants will be referred to the Committee, and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations, determinations, and decisions of the Plan Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all persons, including, without limitation, Participants, and any and all other persons having, or claiming to have, any interest in or under the Plan and shall be given the maximum possible deference allowed by law.

The Plan Committee shall administer the Plan for the exclusive benefit of Participants and their Beneficiaries.

7.7 Indemnity

(a)	The Company (including any successor employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b):

(1)

The Committee; and

(2)

Each Eligible Employee, former Eligible Employee, current and former members of the Plan Committee, or current or former members of the Board who have, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.

(b)

The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his good-faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.

(1)

(A)

An “Appropriate Person ” is one or more of the following individuals at the Company:

(i)

The Chief Executive Officer,

(ii)

The Chief Financial Officer, or

(iii)

Its General Counsel.

(B)

(2)

(3)

(4)

(5)

7.8 Insurance

The Plan Committee may authorize the purchase of insurance to cover any liabilities or losses occurring by reason of the act or omission of any Plan Committee member or its designee. To the extent permitted by law, the Plan Committee may purchase insurance covering any member (or its designee) for any personal liability of such Plan Committee member (or its designee) with respect to any administrative responsibilities under this Plan. Any Plan Committee member (or its designee) may also purchase insurance for his own account covering any personal liability under this Plan.

7.9 Quarterly Statements and Notices

Under procedures established by the Plan Committee, a Participant shall receive a statement with respect to such Participant’s Accounts on a quarterly basis as of each March 31, June 30, September 30 and December 31.

Each Participant shall be responsible for furnishing to the Company his current address. The Participant shall also be responsible for notifying the Company of any change in the above information. If a Participant does not provide the above information to the Company, the Plan Committee may rely on the address of record of the Participant on file with the Company’s personnel office.

All notices or other communications from the Plan Committee to a Participant (who is a current Eligible Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered by e-mail to the Participant’s individually designated e-mail address at the Company and all notices or other communications from the Plan Committee to a Participant (who is a former Eligible Employee) shall be deemed given and binding upon that person for all purposes of the Plan when delivered to, or when mailed first-class mail, postage prepaid, and addressed to that person at his address last appearing on the Plan Committee’s records, and the Plan Committee, and the Company shall not be obliged to search for or ascertain his whereabouts.

All notices or other communications from the Participant required or permitted under this Plan shall be provided to the person specified by the Plan Committee, using such procedures as are prescribed by the Plan Committee. The Plan Committee may require that the oral notice or communication be provided by telephoning a specific telephone number and, after calling that telephone number, by following a specified procedure. Any oral notice or oral communication from a Participant that is made in accordance with procedures prescribed by the Plan Committee shall be deemed to have been duly given when all information requested by the person specified by the Plan Committee is provided to such person, in accordance with the specified procedures.

7.10 Data

All persons entitled to benefits from the Plan must furnish to the Plan Committee such documents, evidence, or information, as the Plan Committee considers necessary or desirable for the purpose of administering the Plan, and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Plan Committee may require before any benefits become payable from the Plan.

7.11 Claims Procedure

(a)	The right of a Participant or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Plan Committee, provided, however, that the Plan Committee may delegate its responsibility to any person.

(1)

The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Plan Committee. The Plan Committee shall establish procedures for determining whether a person is authorized to represent a Claimant.

(2)

Any claim for benefits under the Plan, pursuant to this Plan section 7.11, shall be filed with the Plan Committee no later than three months after the date of the Participant’s Separation from Service. The Plan Committee in its sole discretion shall determine whether this limitation period has been exceeded.

(3)

Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Plan section 7.11:

(A)

(B)

Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.

(C)

A claim that is defective or otherwise fails to follow the procedures of the Plan ( e.g. , a claim that is addressed to a party other than the Plan Committee or an oral claim).

(D)

An application or request for benefits under the Plan.

(b)

If a claim for benefits is wholly or partially denied, the Plan Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:

(1)

Shall be written in a manner calculated to be understood by the Claimant; and

(2)

Shall contain:

(A)

The specific reasons for denial of the claim;

(B)

Specific reference to the Plan provisions on which the denial is based;

(C)

A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and

(D)

(c)

Within 60 days of the receipt by the Claimant of the written denial of his claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in subsection (b) above), the Claimant (or an authorized representative of a Claimant) may file a written request with the Plan Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney-client or work product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(d)

The Plan Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:

(1)

Shall be written in a manner calculated to be understood by the Claimant;

(2)

Shall include specific reasons for the decision;

(3)

Shall contain specific references to the Plan provisions on which the decision is based;

(4)

(5)

Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

(e)

No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Plan section 7.11, including the appeal permitted pursuant to subsection (c) above. In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Plan Committee to a Claimant’s request for review pursuant to subsection (d) above.

Article 8. Adoption And Withdrawal By Participating Companies

8.1 Adoption of the Plan

Any entity which is a subsidiary for which more than fifty percent (50%) of the value of the stock or other interest of such entity is owned by the Company may, with the consent and approval of the Company, adopt this Plan as a Participating Company for a select group of management and highly compensated employees. The adoption of this Plan by a Participating Company shall be effected by resolution of its board of directors or equivalent governing body. It shall not be necessary for any adopting Participating Company to formally execute the Plan as then in effect. As to the Participating Company, the effective date of the Plan shall be stated in its resolutions, and it shall assume all the rights, obligations and liabilities of a Participating Company under the Plan.

As an express condition of its of adoption of the Plan, each Participating Company agrees to each of the following conditions:

(a)	The Participating Company is bound by the terms and conditions of the Plan as the Company or the Plan Committee may reasonably require;

(b)	The Participating Company must comply with all requirements and employee benefit rules of the Code, ERISA and applicable regulations for nonqualified retirement plans;

(c)	The Participating Company acknowledges the authority of the Company and the Plan Committee to review the Participating Company’s compliance with the Plan procedures and to require changes in such procedures as the Company and the Plan Committee may reasonably deem appropriate;

(d)	The Participating Company authorizes the Company and the Plan Committee to act on its behalf with respect to matters pertaining to the Plan and Trust, including making any and all Plan and Trust amendments;

(e)	The Participating Company will cooperate fully with Plan officials and agents by providing information and taking actions as directed by the Plan Committee or the Company so as to allow for the efficient administration of the Plan and Trust; and

(f)	The Participating Company’s status as a Participating Company is expressly conditioned on its being and continuing to be an Affiliate of the Company.

8.2 Withdrawal From the Plan

(a)

A Participating Company may, by resolution of its board of directors or equivalent governing body and approval by the Company, withdraw from participation under the Plan. A withdrawing Participating Company may arrange for the continuation by itself or its successor of this Plan in a separate form for its own employees. The withdrawing Participating Company may arrange for continuation of the Plan by merger with an existing plan and request, subject to the Company’s consent, the transfer to such plan of all Plan assets representing the benefits of its employees.

(b)

In the event that a Participant transfers employment from the Company to an Affiliate, the Plan Committee shall have the right, but no obligation, to direct the Trustee to transfer funds in an amount equal to the amounts credited to the accounts of such Participant described in Section 4.1 of the Plan, including any Policy purchased to insure the life of the Participant in order to provide benefits under Section 6.4(a)(2) of the Plan (the “Transferred Account”) to a trust established under a Transferee Plan maintained by such Affiliate. The Plan Committee shall determine, in its sole discretion, whether such transfer shall be made and the timing of such transfer. Such transfer shall be made only if, and to the extent, approval of such transfer is obtained from the Trustee. No transfer shall be made unless the Affiliate satisfies the definition of an “Affiliate” as set forth in the Plan as of the date of the transfer.

(c)	For purposes of this Section 8.2, “Transferee Plan” shall mean an unfunded, nonqualified deferred compensation plan described in Section 201(2), 301(a)(3) and 401(a)(1) of ERISA.

(d)	No transfer shall be made under this Section 8.2 unless the Participant for whose benefit the Transferred Account is held executes a written waiver of all of such Participant’s rights and benefits under this Plan in such form as shall be acceptable to the Plan Committee.

8.3 Cessation of Future Contributions

A Participating Company may, by resolution of its board of directors or equivalent governing body, cease to allow Participants in its employ to continue to make deferrals pursuant to Article 3 of the Plan. If a Participating Company makes the determination to cease Participant deferrals, the remaining provisions of this Plan shall continue to apply.

Article 9. Amendment and Termination

9.1 Amendment and Termination Generally

The Plan may be amended or terminated by the Company, acting through its Board (or the Plan Committee or other designee of the Board) at any time. Notwithstanding the preceding sentence, benefits may be distributed to Participants on account of the termination only if:

(a)	The termination does not occur proximate to a downturn in the financial health of the Company;

(b)	All nonqualified, elective, account-based retirement plans maintained by the Company and all Participating Companies that would be aggregated with the Plan under Code section 409A are terminated when the Plan is terminated;

(c)	No payments are made within 12 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan, other than payments made pursuant to the Plan’s otherwise applicable distribution provisions;

(d)	All benefits are distributed within 24 months after the date when the Company takes all steps necessary to terminate and liquidate the Plan; and

(e)	Neither the Company nor any Participating Company establishes a new nonqualified, elective, account-based plan that would be aggregated with the Plan under Code section 409A at any time within three years after the date when the Company takes all steps necessary to terminate and liquidate the Plan.

Such amendment or termination may modify or eliminate any benefits hereunder other than a benefit that is in pay status, or the vested portion of a benefit that is not in pay status.

9.2 Amendment and Termination Following a Change of Control

Article 10. Miscellaneous

10.1 No Enlargement of Employee Rights

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Eligible Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Eligible Employee. Nothing contained in the Plan shall be deemed to give any Eligible Employee the right to be retained in the service of the Company or any Participating Company or to interfere with the right of any of them to discharge or retire any person at any time. No one shall have any right to benefits, except to the extent provided in this Plan.

10.2 Leave of Absence

A Participant who is on an approved leave of absence with salary, or on an approved leave of absence without salary for a period of not more than six months, shall be deemed to be a Participant during such leave of absence. A Participant who is on an approved leave of absence without salary for a period in excess of six months shall be deemed to have voluntarily incurred a Separation from Service as of the end of such six-month period, provided that, based on all relevant facts and circumstances, neither the Participant nor the Company has a reasonable expectation that the Participant will provide future services to the Company or a Participating Company.

10.3 Withholding

Benefit payments hereunder shall be subject to applicable federal, state or local withholding for taxes.

10.4 No Examination or Accounting

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the Company, or any Participating Company.

10.5 Records Conclusive

The records of the Company shall be conclusive in respect to all matters involved in the administration of the Plan.

10.6 Service of Legal Process

The members of the Plan Committee (or if there is no such Plan Committee then the Company) are hereby designated as agent(s) of the Plan for the purpose of receiving legal process.

10.7 Governing Law

The Plan shall be construed, administered, and governed in all respects under the applicable laws of the State of California, except to the extent pre-empted by federal law. Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Plan Committee shall administer this Plan in accordance with such change notwithstanding the terms of the Plan pending an amendment to this Plan.

10.8 Severability

10.9 Facility of Payment

Every person receiving or claiming benefits under this Plan is presumed to be mentally competent and of age until the date on which the Plan Committee receives a written notice, in a form and manner acceptable to it, that such person is mentally incompetent or a minor, and that a guardian or other person legally vested with the care of such person or his estate has been appointed.

However, if the Plan Committee should find that any person to whom a benefit is payable under this Plan is unable to care for his affairs because of any incompetency or is a minor, any payment due (unless a prior claim shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any other person or institution that the Plan Committee determines to have incurred expense for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of any liability therefor under the Plan.

If a guardian of the estate or other person legally vested with the care of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such guardian or other person provided that proper proof of appointment and continuing qualification is furnished in a form and manner suitable to the Plan Committee. To the extent permitted by law, such guardian or other person may act for the Participant and make any election required of or permitted by the Participant under this Plan, and such action or election shall be deemed to have been done by the Participant, and benefit payments may be made to such guardian or other person and any such payment shall be a complete discharge of any such liability under the Plan.

10.10 General Restrictions Against Alienation

The interest of any Participant under this Plan shall not in any event be subject to sale, assignment, or transfer, and each Participant is hereby prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest hereunder and is without power to do so; provided, however, that this provision shall not restrict the power or authority of the Plan Committee, in accordance with the applicable provisions of the Plan, to disburse funds to the legally appointed guardian, executor, administrator, or personal representative of any Participant or pursuant to a valid Qualified Divorce Order.

If any person attempts to take any action contrary to this Plan section 10.10, such action shall be void and the Company may disregard such action and is not in any manner bound thereby, and they shall suffer no liability for any such disregard thereof. If the Plan Committee is notified that any Participant has been adjudicated bankrupt or has purported to anticipate, sell, transfer, assign, or encumber any Plan distribution or payment, voluntarily or involuntarily, the Plan Committee shall hold or apply such distribution or payment or any part thereof to, or for the benefit of, such Participant in such manner as the Plan Committee finds appropriate.

10.11 Excise Tax for Code Section 409A Violations

While the Company intends that the Plan meet the requirements of Code section 409A and related Treasury Regulations, the Participant shall be liable for any excise tax (including interest and penalties thereon) which results from a violation of the requirements of Code section 409A and related Treasury Regulations.

10.12 Counterparts

10.13 Assignment

The Company shall have the right to assign its obligations under the Plan, either in whole or in part, to any Participating Company of the Company.

Incorporated in Delaware	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 First American Way, Santa Ana, California	92707-5913
(Address of principal executive offices)	(Zip Code)

Large accelerated filer	x	Accelerated filer		¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company		¨

Part I:	Financial Information	3

Item 1.	Financial Statements (unaudited)	3

	A. Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	3

	B. Condensed Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009	4

	C. Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2010 and 2009	5

	D. Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009	6-7

	E. Condensed Consolidated Statement of Equity for the six months ended June 30, 2010	8

	F. Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45

Part II:	Other Information	46

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 5.	Other Information	47

Item 6.	Exhibits	47

(in thousands, except per share value)	June 30,			December 31,
Assets	2010			2009
Current assets:
Cash and cash equivalents	$	395,174		$	498,997
Accounts receivable (less allowance for doubtful accounts of $28,075 and $30,813 in 2010 and 2009, respectively)		270,669			251,915
Prepaid expenses and other current assets		48,794			30,654
Income tax receivable		17,348			70,724
Deferred tax asset		23,011			22,776
Marketable securities		64,829			77,841
Due from First American Financial Corporation ("FAFC"), net		-			15,238
Assets of discontinued operations (Note 15)		-			5,136,677
Total current assets		819,825			6,104,822
Property and equipment, net		247,035			249,704
Goodwill		1,819,116			1,816,591
Other intangible assets, net		162,330			175,636
Capitalized data and database costs, net		207,637			204,224
Investment in affiliates		182,291			171,803
Other assets		140,439			110,301
Total assets	$	3,578,673		$	8,833,081
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	307,415		$	362,327
Deferred revenue, current		197,086			208,749
Due to FAFC, net		447			-
Mandatorily redeemable noncontrolling interests		385,847			-
Current portion of long-term debt		32,762			32,532
Liabilities of discontinued operations (Note 15)		-			3,545,166
Total current liabilities		923,557			4,148,774
Long-term debt, net of current portion		584,628			539,662
Deferred revenue, long-term		338,266			356,712
Deferred income tax liability		119,921			110,509
Other liabilities		47,087			49,321
Total liabilities		2,013,459			5,204,978

Redeemable noncontrolling interests		-			458,847

Equity:
CoreLogic Inc.'s ("CLGX") stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized,no shares issued or outstanding		-			-
Common stock, $0.00001 par value; 180,000 shares authorized; 116,972 and 103,283 shares issued and outstanding as of June 30, 2010 and December 31, 2009, respectively		1			1
Additional paid-in capital		1,130,927			1,104,587
Retained earnings		433,969			2,217,504
Accumulated other comprehensive income (loss)		590			(167,798	)
Total CLGX's stockholders' equity		1,565,487			3,154,294
Noncontrolling interests		(273	)		14,962
Total equity		1,565,214			3,169,256
Total liabilities and equity	$	3,578,673		$	8,833,081

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(in thousands, except per share amounts)	2010			2009			2010			2009
Operating revenue	$	468,279		$	499,929		$	916,524		$	985,116
External cost of revenues		143,267			156,695			278,973			306,473
Salaries and benefits		165,537			173,006			343,403			352,543
Other operating expenses		102,164			77,282			187,937			149,924
Depreciation and amortization		31,864			32,322			62,364			64,345
Total operating expenses		442,832			439,305			872,677			873,285
Income from operations		25,447			60,624			43,847			111,831
Interest (expense) income:
Interest income		141			1,726			1,708			3,669
Interest expense		(9,261	)		(9,403	)		(16,520	)		(18,789	)
Total interest (expense), net		(9,120	)		(7,677	)		(14,812	)		(15,120	)
(Loss) gain on investment and other income		(5,520	)		440			(3,071	)		142
Income from continuing operations before equity in earnings of affiliates and income taxes		10,807			53,387			25,964			96,853
Provision for income taxes		10,529			13,370			13,286			28,415
Income from continuing operations before equity in earnings of affiliates		278			40,017			12,678			68,438
Equity in earnings of affiliates		8,458			15,676			15,885			27,304
Income from continuing operations		8,736			55,693			28,563			95,742
Income from discontinued operations, net of tax		24,709			33,442			43,520			45,884
Net income		33,445			89,135			72,083			141,626
Less: Net income attributable to noncontrolling interest		9,035			18,863			18,257			35,329
Net income attributable to CLGX	$	24,410		$	70,272		$	53,826		$	106,297
Amounts attributable to CLGX stockholders:
(Loss) income from continuing operations	$	(299	)	$	36,830		$	10,306		$	60,413
Income from discontinued operations, net of tax		24,709			33,442			43,520			45,884
Net income	$	24,410		$	70,272		$	53,826		$	106,297
Basic income per share:
(Loss) income from continuing operations attributable to CLGX stockholders	$	(0.01	)	$	0.39		$	0.10		$	0.65
Income from discontinued operations attributable to CLGX stockholders, net of tax		0.23			0.36			0.41			0.49
Net income attributable to CLGX	$	0.22		$	0.75		$	0.51		$	1.14
Diluted income per share:
(Loss) income from continuing operations attributable to CLGX stockholders	$	(0.01	)	$	0.39		$	0.09		$	0.64
Income from discontinued operations attributable to CLGX stockholders, net of tax		0.23			0.36			0.41			0.49
Net income attributable to CLGX	$	0.22		$	0.75		$	0.50		$	1.13
Weighted-average common shares outstanding:
Basic		108,936			93,260			106,205			93,141
Diluted		109,716			94,005			107,046			93,758

	For the Six Months Ended
	June 30,
(in thousands)	2010			2009
Cash flows from operating activities:
Net income	$	72,083		$	141,626
Income from discontinued operations		43,520			45,884
Income from continuing operations	$	28,563		$	95,742
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		62,364			64,345
Provision for bad debt and claim losses		12,315			21,400
Share-based compensation		8,985			9,894
Equity in earnings of affiliates		(15,885	)		(27,304	)
Deferred income tax		-			13,581
Net realized investment losses (gains)		3,071			(142	)
Change in operating assets and liabilities:
Accounts receivable		(20,738	)		3,026
Prepaid expenses and other assets		(18,140	)		49,251
Accounts payable and accrued expenses		(43,421	)		(131,107	)
Deferred income		(30,109	)		(17,499	)
Due to affiliates		43,924			(115,230	)
Income tax accounts		10,133			46,340
Dividends received from investments in affiliates		17,395			43,189
Change in other assets and other liabilities		(52,657	)		88,064
Net cash provided by operating activities - continuing operations		5,800			143,550
Net cash (used in) provided by operating activities - discontinued operations		(9,676	)		67,429
Total cash (used in) provided by operating activities		(3,876	)		210,979
Cash flows from investing activities:
Purchase of redeemable noncontrolling interests		(72,000	)		-
Purchase of subsidiary shares from and other decreases in noncontrolling interests		(5,617	)		(5,455	)
Purchases of capitalized data		(12,054	)		(12,577	)
Purchases of property and equipment		(32,050	)		(22,104	)
Cash paid for acquisitions		(2,773	)		(29,465	)
Purchases of investments		(21,819	)		(10,158	)
Proceeds from sale of investments		26,386			-
Net cash used in investing activities - continuing operations		(119,927	)		(79,759	)
Net cash (used in) provided by investing activities - discontinued operations		(61,099	)		183,990
Total cash (used in) provided by investing activities		(181,026	)		104,231
Cash flows from financing activities:
Proceeds from long-term debt		654,900			54,912
Repayment of long-term debt		(609,705	)		(60,507	)
Proceeds from issuance of stock related to stock options and employee benefit plans		7,123			4,598
Distribution to noncontrolling interests		(12,888	)		(19,838	)
Cash dividends		(22,846	)		(40,954	)
Tax benefit related to stock options		1,110			115
Net cash provided by (used in) financing activities - continuing operations		17,694			(61,674	)
Net cash provided by (used in) financing activities - discontinued operations		29,087			(164,605	)
Total cash provided (used in) by financing activities		46,781			(226,279	)
Net (decrease) increase in cash and cash equivalents		(138,121	)		88,931
Cash and cash equivalents at beginning of year		498,997			311,507
Change in cash and cash equivalents - discontinued operations		34,298			(72,254	)
Cash and cash equivalents at end of year	$	395,174		$	328,184

(in thousands)	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Other Comprehensive (Loss) Income		Noncontrolling Interests (1)			Total
Balance at December 31, 2009		103,283	$	1	$	1,104,587		$	2,217,504		$	(167,798)	$	14,962		$	3,169,256
Net income for the six months ended June 30, 2010									54,012					(184	)		53,828
Spin-off distribution of FAFC		-		-		-			(1,814,378	)		163,612		(13,277	)		(1,664,043	)
Shares and capital issued to FAFC		12,933		-		-						-		-			-
Dividends on common shares		-		-		-			(22,846	)		-		-			(22,846	)
Shares issued in connection with share-based compensation		756		-		7,123			-			-		-			7,123
Share-based compensation		-		-		14,155			-								14,155
Restricted stock unit dividend equivalents		-		-		323			(323	)		-		-			-
Purchase of subsidiary shares from and other decreases in noncontrolling interests		-		-		(2,067	)		-			-		(3,550	)		(5,617	)
Sale of subsidiary shares to and other increases in noncontrolling interests		-		-		-			-			-		51			51
Distributions to noncontrolling interests		-		-		-			-			-		(355	)		(355	)
Adjust redeemable noncontrolling interests to redemption value		-		-		6,806			-			-		-			6,806
Other comprehensive income		-		-		-			-			4,776		2,080			6,856
Balance at June 30, 2010		116,972	$	1	$	1,130,927		$	433,969		$	590	$	(273	)	$	1,565,214

	Amortized		Gross unrealized					Estimated
(in thousands)	Cost		Gains		Losses			Fair Value
June 30, 2010
Non-agency mortgage-backed and asset-backed securities	$	2,215	$	-	$	(178	)	$	2,037
	$	2,215	$	-	$	(178	)	$	2,037
December 31, 2009
Governmental agency mortgage-backed and asset-backed securities	$	26,574	$	897	$	-		$	27,471
Non-agency mortgage-backed and asset-backed securities		2,941		-		(718	)		2,223
	$	29,515	$	897	$	(718	)	$	29,694

	Estimated fair value as of
(in thousands)	June 30, 2010		Level 1		Level 2
Debt securities:
Non-agency mortgage-backed and asset-backed securities	$	2,037	$	-	$	2,037
		2,037		-		2,037
Equity Securities:
Common stock		42,010		42,010		-
Preferred stock		20,782		20,782		-
		62,792		62,792		-
	$	64,829	$	62,792	$	2,037

	Estimated fair value as of
(in thousands)	December 31, 2009		Level 1		Level 2
Debt securities:
Governmental agency mortgage-backed and asset-backed securities	$	27,471	$	-	$	27,471
Non-agency mortgage-backed and asset-backed securities		2,223		-		2,223
		29,694		-		29,694
Equity Securities:
Common stock		47,986		47,986		-
Preferred stock		161		161		-
		48,147		48,147		-
	$	77,841	$	48,147	$	29,694

(in thousands)	Business and Information Services			Data and Analytics		Employer, Legal and Marketing Services			Consolidated
Balance at December 31, 2009:
Goodwill	$	707,582		$	608,334	$	527,334		$	1,843,250
Accumulated impairment losses		(6,925	)		-		(19,734	)		(26,659	)
Goodwill	$	700,657		$	608,334	$	507,600		$	1,816,591
Acquisitions, (disposals), and earnouts		-			-		2,773			2,773
Other/post acquisition adjustments		(85	)		101		(264	)		(248	)
Balance at June 30, 2010:
Goodwill	$	707,497		$	608,435	$	529,843		$	1,845,775
Accumulated impairment losses		(6,925	)		-		(19,734	)		(26,659	)
Goodwill	$	700,572		$	608,435	$	510,109		$	1,819,116

(in thousands)
Remainder of 2010	$	15,565
2011		28,677
2012		26,953
2013		23,771
2014		14,816
Thereafter		52,548
	$	162,330


	At June 30,
	2010
	Black-Scholes

Expected dividend yield		0	%
Risk-free interest rate (1)		2.58	%
Expected volatility (2)		34.59	%
Expected life (3)		6.5

(in thousands, except weighted average fair value prices)	Number of Shares			Weighted Average Grant-Date Fair Value
Nonvested restricted stock units outstanding at December 31, 2009		3,143		$	17.91
Restricted stock units granted		1,615		$	19.06
Restricted stock units cancelled - Separation-related		(2,461	)		-
Restricted stock units forfeited		(36	)	$	16.74
Restricted stock units vested		(543	)	$	18.41
Nonvested restricted stock units outstanding at June 30, 2010		1,718		$	18.48

(in thousands, except weighted average price)	Number of Shares			Weighted Average Exercise Price		Weighted Average remaining contractual term		Aggregate Intrinsic Value
Options outstanding at December 31, 2009		7,483		$	23.82
Options granted		1,099		$	18.76
Options exercised		(776	)	$	11.60
Options canceled - Separation-related		(2,261	)		-
Options canceled		(180	)	$	23.33
Options outstanding at June 30, 2010		5,365		$	21.29		5.4	$	1,994
Options vested and expected to vest at June 30, 2010		5,333		$	21.30		5.4	$	1,994
Options exercisable at June 30, 2010		4,209		$	21.87		4.2	$	1,994

	June 30,			December 31,
(in thousands)	2010			2009
Customer lists	$	289,527		$	290,075
Noncompete agreements		16,056			13,920
Trade names and licenses		28,209			28,199
		333,792			332,194
Less accumulated amortization		(171,462	)		(156,558	)
Other identifiable intangible assets, net	$	162,330		$	175,636

(in thousands)
Redeemable noncontrolling interests, December 31, 2009	$	458,847
Net income		18,342
Distributions		(12,536	)
Adjust to redemption value		(6,806	)
Purchase of subsidiary shares		(72,000	)
Transfer to mandatorily redeemable noncontrolling interests		(385,847	)
Redeemable noncontrolling interests, June 30, 2010	$	-

(in thousands) At and for three months ended June 30, 2010	Revenue		Depreciation and Amortization		Income (Loss) From Continuing Operations			Assets (excluding for discontinued operations)			Capital Expenditures
Business and Information Services	$	227,457	$	5,303	$	51,836		$	1,107,704		$	1,585
Data and Analytics		176,257		13,249		35,181			1,800,224			4,923
Employer, Legal and Marketing Services		64,553		5,689		(3,574	)		896,413			2,092
Corporate and Eliminations		12		7,623		(74,707	)		(225,668	)		350
Consolidated	$	468,279	$	31,864	$	8,736		$	3,578,673		$	8,950

At and for three months ended June 30, 2009
Business and Information Services	$	254,509	$	6,205	$	69,965		$	1,228,537		$	2,710
Data and Analytics		174,739		12,951		46,441			1,743,094			3,422
Employer, Legal and Marketing Services		69,923		6,046		1,130			895,225			1,911
Corporate and Eliminations		758		7,120		(61,843	)		(857,936	)		(2,055	)
Consolidated	$	499,929	$	32,322	$	55,693		$	3,008,920		$	5,988

At and for six months ended June 30, 2010
Business and Information Services	$	443,403	$	10,624	$	94,540		$	1,107,704		$	5,717
Data and Analytics		345,677		26,695		66,027			1,800,224			6,578
Employer, Legal and Marketing Services		125,220		11,743		(6,191	)		896,413			4,133
Corporate and Eliminations		2,224		13,302		(125,813	)		(225,668	)		15,622
Consolidated	$	916,524	$	62,364	$	28,563		$	3,578,673		$	32,050

At and for six months ended June 30, 2009
Business and Information Services	$	458,018	$	12,255	$	129,951		$	1,228,537		$	11,461
Data and Analytics		350,429		25,826		89,477			1,743,094			6,680
Employer, Legal and Marketing Services		169,936		11,830		3,449			895,225			3,783
Corporate and Eliminations		6,733		14,434		(127,135	)		(857,936	)		180
Consolidated	$	985,116	$	64,345	$	95,742		$	3,008,920		$	22,104

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
(in thousands, except percentages)	2010			2009			$ Change			% Change			2010			2009			$ Change			% Change
Operating revenue	$	227,457		$	254,509		$	(27,052	)		-10.6	%	$	443,403		$	458,018		$	(14,615	)		-3.2	%
External cost of revenues		77,977			90,494			(12,517	)		-13.8	%		150,856			151,335			(479	)		-0.3	%
Salaries and benefits		52,647			53,433			(786	)		-1.5	%		105,137			103,612			1,525			1.5	%
Other operating expenses		52,762			55,180			(2,418	)		-4.4	%		106,337			101,278			5,059			5.0	%
Depreciation and amortization		5,303			6,205			(902	)		-14.5	%		10,624			12,255			(1,631	)		-13.3	%
Total operating expenses		188,689			205,312			(16,623	)		-8.1	%		372,954			368,480			4,474			1.2	%
Income from operations		38,768			49,197			(10,429	)		-21.2	%		70,449			89,538			(19,089	)		-21.3	%
Total interest (expense), net		(22	)		2,264			(2,286	)		-101.0	%		42			4,419			(4,377	)		-99.0	%
Gain (loss) on investment		(1,215	)		(381	)		(834	)		218.9	%		(1,215	)		(685	)		(530	)		77.4	%
Income (loss) from continuing operations before income taxes	$	37,531		$	51,080		$	(13,549	)		-26.5	%	$	69,276		$	93,272		$	(23,996	)		-25.7	%
Provision for income taxes	$	-		$	-		$	-			0.0	%	$	-		$	-		$	-			0.0	%
Income (loss) from continuing before equity in earnings of affiliates	$	37,531		$	51,080		$	(13,549	)		-26.5	%	$	69,276		$	93,272		$	(23,996	)		-25.7	%
Equity in earnings of affiliates		14,305			18,885			(4,580	)		-24.3	%		25,264			36,679			(11,415	)		-31.1	%
Income from continuing operations	$	51,836		$	69,965		$	(18,129	)		-25.9	%	$	94,540		$	129,951		$	(35,411	)		-27.2	%

Income from continuing operations	$	37,531		$	51,080		$	(13,549	)		-26.5	%	$	69,276		$	93,272		$	(23,996	)		-25.7	%
Depreciation and amortization		5,303			6,205			(902	)		-14.5	%		10,624			12,255			(1,631	)		-13.3	%
Total interest, net		22			(2,264	)		2,286			-101.0	%		(42	)		(4,419	)		4,377			-99.0	%
EBITDA	$	42,856		$	55,021		$	(12,165	)		-22.1	%	$	79,858		$	101,108		$	(21,250	)		-21.0	%

(in thousands)	Remainder of 2010		2011		2012		2013		2014		Thereafter		Total
Operating leases	$	26,771	$	44,849	$	35,288	$	22,347	$	18,625	$	38,960		186,840

Mandatorily redeemable noncontrolling interest (1)		313,847		72,000		-		-		-		-		385,847
Distributions to Experian		9,386		-		-		-		-		-		9,386
Notes and contracts payable		19,347		30,859		115,309		7,189		7,568		437,118		617,390
Interest payments related to debt (3)		16,117		31,661		27,628		24,127		23,612		124,275		247,420
Total (2)	$	385,468	$	179,369	$	178,225	$	53,663	$	49,805	$	600,353	$	1,446,883

	(a)		(b)	(c)	(d)
Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
April 1 to April 30, 2010					$	360,369,939
May 1 to May 31, 2010					$	360,369,939
June 1 to June 30, 2010					$	360,369,939
Total	-	$	-	-	$	360,369,939

	CoreLogic, Inc.
	(Registrant)

	By: /s/ Anand Nallathambi
	Anand Nallathambi
	President and Chief Executive Officer
	(Principal Executive Officer)


	By: /s/ Anthony S. Piszel
	Anthony S. Piszel
	Chief Financial Officer
	(Principal Financial Officer)
Date: August 9, 2010

Exhibit
Number		Description

2.1		Agreement and Plan of Merger, dated May 28, 2010, by and between The First American Corporation and CoreLogic, Inc. (Incorporated by reference to Exhibit 2.1 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

3.1		Amended and Restated Certificate of Incorporation of CoreLogic, Inc., dated May 28, 2010 (Incorporated by reference to Exhibit 3.1 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

3.2		Bylaws of CoreLogic, Inc., effective June 1, 2010 (Incorporated by reference to Exhibit 3.2 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

4.1		Supplemental Indenture to Junior Subordinated Indenture, dated as of April 30, 2010. ü

4.2		Second Supplemental Indenture to Junior Subordinated Indenture, dated as of June 1, 2010. ü

4.3		Second Supplemental Indenture to Senior Indenture, dated as of April 30, 2010. ü

4.4		Third Supplemental Indenture to Senior Indenture, dated as of May 10, 2010. ü

4.5		Fourth Supplemental Indenture to Senior Indenture, dated as of June 1, 2010. ü

10.1		Separation and Distribution Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference to Exhibit 10.1 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

10.2		Tax Sharing Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference to Exhibit 10.2 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

10.3		Promissory Note issued by The First American Corporation to First American Financial Corporation, dated June 1, 2010 (Incorporated by reference to Exhibit 10.3 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

10.4		Restrictive Covenants Agreement among First American Financial Corporation and The First American Corporation, dated June 1, 2010 (Incorporated by reference to Exhibit 10.4 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).

10.5		Letter Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated May 31, 2010 (Incorporated by reference to Exhibit 10.5 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).*

10.6		Amended and Restated Change in Control Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated May 31, 2010 (Incorporated by reference to Exhibit 10.6 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).*

10.7		Change in Control Agreement by and between CoreLogic, Inc. and Anthony Piszel effective as of June 9, 2010 (Incorporated by reference to Exhibit 10.1 to CoreLogic’s Current Report on Form 8-K filed on June 14, 2010).*

10.8		Form of Change in Control Agreement (Incorporated by reference to Exhibit 10.2 to CoreLogic’s Current Report on Form 8-K filed on June 14, 2010).*

10.9		Arrangement regarding Mr. Nallathambi’s Relocation Assistance Package (Incorporated by reference to description included in CoreLogic’s Current Report on Form 8-K filed on June 14, 2010).*

10.10		Assignment and Assumption Agreement between CoreLogic, Inc. and First Advantage Corporation, dated as of June 9, 2010. ü *

10.11		Letter Agreement between CoreLogic, Inc. and Mr. Nallathambi, dated June 9, 2010. ü *

10.12		Employment Agreement, dated as of December 17, 2008, between The First American Corporation and George S. Livermore. ü *

10.13		Non-Employee Director Compensation Summary. ü *

10.14		Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Non-Employee Director). ü *

10.15		Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee). ü *

10.16		Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference to Exhibit 10.7 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).*

10.17		Form of Notice of Nonqualified Stock Option Grant and Nonqualified Stock Option Grant Agreement (Employee) (Incorporated by reference to Exhibit 10.8 to CoreLogic’s Current Report on Form 8-K filed on June 1, 2010).*

10.18		Pension Restoration Plan, effective as of June 1, 2010. ü *

10.19		Executive Supplemental Benefit Plan, effective as of June 1, 2010. ü *

10.20		Management Supplemental Benefit Plan, effective as of June 1, 2010. ü *

10.21		Deferred Compensation Plan, effective as of June 1, 2010. ü *

31.1		Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. ü

31.2		Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. ü

32.1		Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. ü

32.2		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. ü

		ü Included in this filing
		* Management contract or compensatory plan or arrangement

FIRST ADVANTAGE CORPORATION			CORELOGIC, INC.
/s/ Stergios Theologides			/s/ Parker S. Kennedy
Name: Terry Theologides			Name: Parker Kennedy
Title: SVP, General Counsel			Title: Executive Chairman

"EXECUTIVE"			"EMPLOYER"
			THE FIRST AMERICAN CORPORATION
/s/ George S. Livermore			/s/ Parker S. Kennedy
Name: George S. Livermore			Name: Parker S. Kennedy
Date: December 17, 2008			Title: Chairman and Chief Executive Officer
			Date: December 17, 2008


Annual Retainer (1)	$	48,600

Equity Compensation (2)(3)	$	55,400	in RSUs

Fee for Attendance at Board and Committee Meetings (4)	$	2,000

Audit Committee Chair – Annual Retainer (1)	$	25,000

Compensation Committee Chair – Annual Retainer (1)	$	15,000

Governance Committee Chair – Annual Retainer (1)	$	10,000

Lead Director – Annual Retainer (1)	$	15,000

Lapse Date	Portion of Shares as to Which Period of Restriction Lapses
Date of Grant + 1 year	1/3
Date of Grant + 2 years	1/3
Date of Grant + 3 years	1/3

	CORELOGIC, INC.

Date: [Grant Date]	By:
		Name : [Anand Nallathambi]
		Title: [Chief Executive Officer]

	CORELOGIC, INC.

Date: [Grant Date]	By:	/s/
		Name: Anand Nallathambi
		Title: Chief Executive Officer