EXHIBIT (10)(a)

                                Amendment No. 2
                                       to
                         The First American Corporation
                            Pension Restoration Plan
                     (As Amended Effective August 1, 2001)

The following amendment is hereby made to The First American Corporation Pension
Restoration Plan (effective as of January 1, 1994) (hereinafter referred to as
the "Plan").  This amendment is effective as of August 1, 2001, and is made for
the purpose of revising the definition of "Member" under the terms of the Plan.

1. Plan section 2.1(b), relating to the definition of "Member," is amended to
   read in its entirety as follows:


         (b)  "Member" means an individual who meets the criteria of either
              paragraph (1) or (2):

              (1)   An Employee or former Employee who:

                    (a) Was a Participant in the Pension Plan on January 1,
                        1994; and

                    (b) Whose Accrued Benefit under the Pension Plan is limited
                        or reduced under Code section 401(a)(17) or Code
                        section 415; or

              (2)  An Employee or former Employee who:

                   (a)  Became an Employee during the 1993 calendar year and
                        elected to participate in the Pension Plan upon initial
                        eligibility;

                   (b)  Was born on or before January 1, 1954; and

                   (c)  For the 1994 Plan Year, received Compensation, including
                        pay that would have been considered Compensation if the
                        individual participated in the Plan for the entire Plan
                        Year beginning January 1, 1994, in excess of $150,000.


2.   Effective August 1, 2001, all references to the word "Member" that are made
     in the Plan document shall be deemed to refer to the new definition as set
     forth in this Amendment No. 2.


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

                              * * * * * * * * * *

                                       1


In Witness Whereof, the Company has caused this Amendment to be signed on its
behalf and attested by its duly authorized officers this ____ day of
_______________, 2001.



                                    The First American Corporation



                                    By:_____________________________

                                         Parker S. Kennedy

                                    Its:  President



                                    By:_____________________________

                                         Mark R Arnesen

                                    Its: Secretary

                                       2