FIRST AMERICAN FINANCIAL CORP
1997 DIRECTORS' STOCK PLAN AMENDMENT #3
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<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>1997 DIRECTORS' STOCK PLAN AMENDMENT #3
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                                                                  EXHIBIT(10)(c)

                                Amendment No. 3
                                      to
                   The First American Financial Corporation
                          1997 Directors' Stock Plan


This Amendment No. 3 to The First American Financial Corporation 1997 Directors'
Stock Plan (the "Plan") was authorized by the Board of Directors of said
corporation on June 22, 2000.  This amendment is effective as of May 12, 2000,
and is made for the purpose of reflecting the change in the name of the sponsor
of the Plan (the "Company" as defined therein) from "The First American
Financial Corporation" to "The First American Corporation," which change became
effective on said date.

1.   Section 1 of the Plan is amended to read in full as follows:

                                    PURPOSE

          The purpose of The First American Corporation 1997
          Directors' Stock Plan (the "Plan") is to maintain the
          ability of The First American Corporation (the "Company") to
          attract and retain the services of experienced and highly
          qualified individuals to serve as directors of the Company
          and to create a proprietary interest of such directors in
          the Company's continued success.

2.   All references to the name of the Plan that are made in the Plan document
     and in any previous amendment thereto shall be deemed to refer to the new
     name of the Plan as set forth in this Amendment No. 3.

3.   Except as amended above, the Plan as in effect prior to this amendment
     shall continue unchanged.


In Witness Whereof, the Company's duly authorized officers have executed this
amendment at Santa Ana, California, on July 19, 2000.


                              The First American Corporation


                              By: /s/ Parker S. Kennedy, President
                                  ---------------------------------
                                    Parker S. Kennedy, President

                              By: /s/ Mark R Arnesen, Secretary
                                  ---------------------------------
                                     Mark R Arnesen, Secretary
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