EXHIBIT (10)(f)
                                                        Composite Conformed Copy
                                AMENDMENT NO. 1

                                      TO

                   The First American Financial Corporation

                     MANAGEMENT SUPPLEMENTAL BENEFIT PLAN

     This Amendment No. 1 to The First American Financial Corporation Management
Supplemental Benefit Plan (hereinafter referred to as the "Plan") is effective
as of January 1, 1998, and modifies such Plan as set forth below:

     Section 2(q) of the Plan is amended to read in full as follows:

          (q) "Joint and Survivor Annuity" means an annuity for the life of the
       Participant and, after his death, a reduced annuity ("survivor annuity")
       for the life of the Participant's surviving spouse, if any. "Surviving
       spouse" means the Participant's spouse to whom the Participant was
       married at the time benefits began and who is living at the time of the
       Participant's death after the benefit commenced. The monthly payment
       under the survivor annuity shall be equal to 50% of the amount of the
       monthly payment made to the Participant during their joint lives if the
       spouse is not more than five years younger, or is older, than the
       Participant at the time benefits begin. If the spouse is more than five
       years younger than the Participant at the time benefits begin, the
       survivor annuity will be determined with reference to the actual age of
       the spouse at the time benefits begin and reduced to produce the
       actuarial equivalent of a 50% survivor annuity for a spouse who is five
       years younger than the Participant.

     Section 3(b) of the Plan is amended to add the following sentence at the
end thereof:

       Notwithstanding the foregoing, a Participant's Retirement Income Benefit
       shall be offset by the amount of any payments that are required to be
       made pursuant to: (1) a valid state domestic relations order that is a
       judgment, decree, or order under state community property or domestic
       relations law that relates to the provision of child support, alimony, or
       marital property rights of a Participant's spouse, child or other
       dependent, or (2) in the event of divorce and after the divorce decree
       has been issued, a property settlement signed by the Participant, the
       Participant's former spouse, and any other individual named within the
       agreement to receive Plan funds.

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     Section 11(b) of the Plan is amended to add the following sentence at the
end thereof:

       Notwithstanding the foregoing, payments shall be made pursuant to a valid
       state domestic relations order that is a judgment, decree, order under
       state community property or domestic relations law that relates to the
       provision of child support, alimony, or marital property rights of a
       Participant's spouse, child or other dependent, or, in the event of
       divorce and after the divorce decree has been issued, a property
       settlement signed by the Participant, the Participant's former spouse and
       any other individual named within the agreement to receive Plan funds.

     Executed at Santa Ana, California, this 7th of July, 1998.

                                        THE FIRST AMERICAN FINANCIAL CORPORATION



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


                                   By: /s/ Mark R Arnesen
                                      -----------------------------------------
                                                  Its Secretary & Counsel

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