EXHIBIT 4.7






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                         THE FIRST AMERICAN CORPORATION
                      2003 TITLE AGENT STOCK PURCHASE PLAN





                              (Adopted May 8, 2003)





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                         THE FIRST AMERICAN CORPORATION
                      2003 TITLE AGENT STOCK PURCHASE PLAN
                              (Adopted May 8, 2003)

1.   PURPOSE.

     The  purpose  of The First  American  Corporation  2003 Title  Agent  Stock
Purchase  Plan (as amended,  modified,  supplemented  and restated  from time to
time, this "Plan") is to enable  Participating  Agents (as defined below) of The
First American  Corporation's  (the  "Company")  Affiliates (as defined  below),
including,  without  limitation,  First American  Title  Insurance  Company,  to
purchase Common shares,  $1.00 par value,  of the Company  ("Shares") on a basis
that will  encourage  them to use their best  efforts to promote  the growth and
profitability  of  the  Company  and  the  Affiliates.  This  purpose  shall  be
accomplished  by  providing  Participating  Agents a  continued  opportunity  to
purchase Shares through periodic offerings,  commencing as soon as the aggregate
number of Shares  that may be issued  under  this Plan are  registered  with the
Securities  and  Exchange  Commission  pursuant  to  an  effective  registration
statement.

2.   DEFINED TERMS.

For the purposes of this Plan, the following terms shall be defined as set forth
below:

     "Affiliate"  of the  Company  means  any other  Person  that,  directly  or
indirectly,  is  controlled  by the  Company.  A Person  shall be  deemed  to be
"controlled  by" the Company if the Company  possesses,  directly or indirectly,
power to direct or cause the  direction of the  management  and policies of such
Person whether by contract or otherwise.

     "Applicable  Percentage"  means,  as to an Eligible  Agent,  the percentage
designated  by such Eligible  Agent in his, her or its  Enrollment  Form,  which
percentage shall either be five percent (5%) or ten percent (10%).

     "Board" shall mean the Board of Directors of the Company.

     "Bylaws"  shall mean,  at any date,  the bylaws of the Company in effect on
such date.

     "Committee" shall mean any committee appointed by the Board pursuant to
Section 4(a) of this Plan or, if no committee is so appointed, the full Board.

     "Company" shall have the meaning given thereto in Section 1 of this Plan.

     "Earmarked Funds" shall mean, with respect to a Participating Agent and for
a calendar month, an amount equal to the product of such  Participating  Agent's
Remitted Premium for such month and such  Participating  Agent's then Applicable
Percentage.

<PAGE>

     "Eligible  Agent" shall mean any title agent invited by or on behalf of the
Committee to participate in this Plan.

     "Enrollment  Form" shall have the meaning  given thereto in Section 5(a) of
this Plan.

     "Fair Market Value" shall mean, as of any date of  determination,  the last
reported sale price of the Shares on the New York Stock Exchange on the business
day preceding such date of determination;  provided, however, that if Shares are
purchased  in market  transactions  for use under this Plan,  Fair Market  Value
means, as of any date of determination, the average purchase price of all Shares
acquired by the Plan Agent on such date.

     "FATIC" shall mean First American Title Insurance Company.

     "Investment  Account"  shall mean a securities  account  established by the
Plan Agent on behalf of each Participating Agent to which Shares purchased under
this Plan for such agent shall be credited.

     "Participating  Agent"  shall mean an  Eligible  Agent who has  accepted an
invitation to participate in this Plan by executing and delivering an Enrollment
Form and/or such other documents required by the Committee.

     "Person" shall mean any natural person, corporation,  partnership,  limited
liability company, firm, association, trust, government,  governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.

     "Plan" shall have the meaning given thereto in Section 1 of this Plan.

     "Plan Agent" shall mean a bank trust department,  a trust company, a broker
dealer  or  another  financial  institution  chosen  by the  Committee  as agent
pursuant  to Section  4(h) to execute  trades in the Shares,  manage  Investment
Accounts and perform custodial and record-keeping  functions for this Plan, such
as holding  record title to the  Participating  Agents' Share  certificates  and
providing periodic account status reports to such agents.

     "Purchase  Date" shall have the meaning  given  thereto in Section  6(a) of
this Plan.

     "Remitted  Premium" shall mean, for each  Participating  Agent,  the earned
title insurance  premiums remitted to the Company or any Affiliate,  as the case
may be, by such Participating Agent.

     "Shares" shall have the meaning given thereto in Section 1 of this Plan.

     "Withdrawal"  shall have the meaning  given thereto in Section 9(c) of this
Plan.

3.   SHARES SUBJECT TO THIS PLAN.

     (a) Subject to adjustment  as provided in Section 3(b) and 3(c),  the total
number of Shares  reserved for  issuance by the Company  under this Plan is Five
Hundred Thousand (500,000). Any Shares issued hereunder may consist, in whole or
in part,  of  authorized  and

                                      -3-

<PAGE>

unissued Shares now held or hereafter acquired.  Notwithstanding anything to the
contrary in this Plan,  if and to the extent  authorized by the  Committee,  the
Plan Agent may make purchases of Shares on behalf of Participating  Agents under
this Plan through market transactions rather than purchases from the Company.

     (b) (i) If the  Company  (A) pays a  dividend  or makes a  distribution  in
Shares, (B) subdivides or splits its outstanding Shares into a greater number of
Shares or (C) combines its  outstanding  Shares into a smaller number of Shares,
the  aggregate  number of Shares  reserved  for  issuance  pursuant to this Plan
immediately prior thereto shall be proportionally  adjusted.  No such adjustment
shall be made with respect to Shares already  purchased by Participating  Agents
under this Plan except to the extent such adjustment applies to all shareholders
of the Company. An adjustment made pursuant to this Section 3(b)(i) shall become
effective  immediately  after  the  record  date  in  the  case  of a  dividend,
subdivision or combination.

          (ii) If the Company reclassifies or changes the Shares (except for
splitting or combining, or changing par value, or changing from par value to no
par value, or changing from no par value to par value) or participates in a
consolidation or merger (other than a merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the Shares except as stated above), the aggregate number of Shares
reserved for issuance pursuant to this Plan immediately prior thereto shall be
proportionally adjusted. No such adjustment shall be made with respect to Shares
already purchased by Participating Agents under this Plan except to the extent
such adjustment applies to all shareholders of the Company.

          (iii) No adjustment pursuant to this Section 3(b) shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such number; provided, however, that any adjustments which, by reason of this
Section 3(b)(iii), are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 3(b) shall be to the nearest full share.

     (c) The Board may at any time increase the total number of Shares  reserved
for issuance by the Company under this Plan.

     (d) If the total number of Shares for which purchases are to be made on any
date under this Plan  exceeds the number of Shares then  available  for purchase
under this Plan,  the  Committee  will make a pro rata  allocation of the Shares
remaining  available in as nearly a uniform  manner as possible.  In such event,
the  deductions  from  Remitted  Premiums  will be reduced  accordingly  and the
Company  shall  cause  written  notice  of such  reduction  to be  given to each
Participating Agent affected thereby.

4.   ADMINISTRATION.

     (a) This Plan shall be administered by the Committee. The initial Committee
shall be the Chairman, President and Chief Financial Officer of the Company. All
Committee members shall serve at the pleasure of the Board. The Board may remove
members of the Committee or appoint new members to the Committee from time to
time. Members of the Committee may resign by written notice to the President or
the Chief

                                      -4-

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Executive Officer of the Company, such resignation to be effective upon delivery
or at such other time specified therein.

     (b) For purposes of  administration of this Plan, a majority of the members
of the  Committee  (but not less than two (2))  eligible  to serve as such shall
constitute a quorum. Any actions taken by a majority of members of the Committee
present at any  meeting at which a quorum is present at the  beginning,  or acts
approved in writing by all members of the Committee without a meeting,  shall be
the acts of the Committee.

     (c) Unless otherwise determined by the Board, the Committee shall have full
and final  authority to  administer  this Plan in a manner  consistent  with its
intent and the interests of the Company.  The  Committee  shall have the express
authority to (i) invite  Eligible Agents who meet such criteria as the Committee
selects  to  become  Participating  Agents  in this  Plan;  (ii)  interpret  all
provisions of this Plan  consistent with law; (iii) prescribe the form and terms
of instruments that document and describe a Participating  Agent's participation
in this Plan, including,  without limitation,  the Enrollment Form; (iv) require
the inclusion of legends on any Shares  acquired  through  purchases  under this
Plan; (v) adopt, amend and rescind general and special rules and regulations for
this Plan's  administration;  (vi) retain advisors to prepare such materials and
or perform such analyses as the Committee deems necessary and appropriate; (vii)
direct  employees of the Company and the Affiliates to prepare such materials or
perform such analyses as the Committee deems necessary and  appropriate;  (viii)
determine  whether  shares are to be  purchased  from the Company or in the open
market;  and (ix) make all other  determinations  necessary or advisable for the
administration of this Plan.

     (d) The Committee may designate selected Committee members or certain
employees of the Company or the Affiliates to assist the Committee in the
administration of this Plan and may grant authority to such persons to extend
invitations to particpate in the Plan and execute documents, including
Enrollment Forms, on behalf of the Committee and the Company.

     (e) No member of the Committee  shall be liable for any action taken or not
taken, or determination, made in good faith.

     (f) Any interpretation or administration of this Plan by the Committee, and
all actions of the  Committee,  shall be final,  binding and  conclusive  on the
Company, the Affiliates, all Eligible Agents, all Participating Agents and their
respective legal  representatives,  successors and assigns, and upon all persons
claiming under or through any of them.

     (g)  Members  of the  Committee,  and  employees  of the  Company  and  the
Affiliates  acting at the  direction  of the  Committee,  shall be  entitled  to
indemnification,  reimbursement and other protections as set forth in the Bylaws
and to the full extent not prohibited, by law.

     (h) The  initial  Plan  Agent is  Pacific  American  Securities,  LLC.  The
Committee  shall have the  authority  to discharge a Plan Agent and engage a new
Plan Agent from time to time with or without cause.

5.   ELECTION TO PARTICIPATE.

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     (a) Each Eligible Agent may become a Participating Agent in this Plan by
completing a plan enrollment form (the "Enrollment Form") and submitting the
completed Enrollment Form, the documents, if any, described in the Enrollment
Form and the payment, if any, described in the Enrollment Form to the Person or
Persons specified therein. The Enrollment Form must specify the date on which
participation is to commence, which may not be retroactive. By enrolling in this
Plan, each Participating Agent authorizes (i) the Company or any Affiliate to
earmark all Earmarked Funds of such Participating Agent in the books and records
of the Company; (ii) the Company to transfer from time to time all Earmarked
Funds of such Participating Agent to the Plan Agent; (iii) the Plan Agent to
establish an Investment Account in the name of such Participating Agent; (iv)
the Plan Agent to use Earmarked Funds of such Participating Agent received from
the Company to purchase Shares in the name of the Plan Agent for the account of
the Participating Agent; and (v) the Plan Agent to credit Shares purchased for
the account of such Participating Agent to such Participating Agent's Investment
Account. Only Earmarked Funds and dividends on Shares may be used by the Plan
Agent to purchase Shares. A Participating Agent may discontinue his or her
participation in this Plan by withdrawing as provided in Section 9.

     (b)  Subject  to the  right  of a  Participating  Agent  to  withdraw  from
participation in this Plan as described in Section 9 and pending the transfer of
Earmarked  Funds of such  Participating  Agent to the Plan Agent as contemplated
above,  all Earmarked Funds recorded in the books and records of the Company may
be used by the Company of any  Affiliate for any  corporate  purpose.  Earmarked
Funds shall not be required  to be  segregated  from any funds of the Company or
any Affiliate.

     (c) All  Participating  Agents  shall have the same  rights and  privileges
under this Plan,  except that the amount of Shares that may be  purchased  under
this  Plan  shall  depend  on the  amount  of  Remitted  Premiums  of each  such
Participating Agent.

6.   METHOD OF PURCHASE AND INVESTMENT ACCOUNTS.

     (a)  Each  Participating  Agent  having  Earmarked  Funds  recorded  in the
Company's books and records on the date FATIC closes its books and records for a
calendar  month  shall be  deemed,  without  any  further  action,  to have been
granted,  and to have exercised,  the option to purchase the number of whole and
fractional  Shares which such Earmarked  Funds would purchase at the Fair Market
Value  on  the  business  day  following  the  date  such  Earmarked  Funds  are
transferred  to the Plan Agent (each, a "Purchase  Date"),  subject to the Share
limitation  in Section 3. Such  option will be deemed  exercised  so long as the
Participating Agent does not deliver a withdrawal notice to the Plan Agent on or
prior to the fifth (5th) business day before the last business day of a calendar
month  in  accordance  with  Section  9.  All  Shares  so  purchased  (including
fractional Shares) shall be immediately  credited to such Participating  Agent's
Investment  Account.  At no time will the Company or any Affiliate be considered
to be the owner of any Shares  acquired  pursuant  to this Plan.  The Plan Agent
shall hold in its name or the name of its  nominee all  certificates  for Shares
purchased  until  Shares are  withdrawn  by a  Participating  Agent  pursuant to
Section 9 below.

     (b) All cash dividends paid with respect to the whole and fractional Shares
in a Participating Agent's Investment Account shall be used by the Plan Agent to
purchase additional
                                      -6-
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Shares under this Plan on the next Purchase Date, subject to the Share
limitation in Section 3. Shares so purchased shall be added to the Shares held
for the Participating Agent in his, her or its Investment Account.

7.   REGISTRATION OF CERTIFICATES.

     Each  certificate  withdrawn by a  Participating  Agent from its Investment
Account may be registered only in the name of the  Participating  Agent,  or, if
the Participating  Agent so indicated on the Participating  Agent's then current
Enrollment Form, in the Participating  Agent's name jointly with another person,
with  right of  survivorship.  A  Participating  Agent  who is a  resident  of a
jurisdiction which does not recognize such a joint tenancy may have certificates
registered in the Participating Agent's name as tenant in common or as community
property with another person, without right of survivorship.

8.   VOTING.

     The Plan  Agent  shall  vote all Shares  held in an  Investment  Account in
accordance with the Participating Agent's  instructions.  To the extent the Plan
Agent does not  receive  instructions  with  respect to the voting of any Shares
held in the Investment  Account,  such Shares shall, to the extent  permitted by
applicable  law and the rules of The New York  Stock  Exchange,  be voted in the
same  proportion  as  the  Shares  as to  which  the  Plan  Agent  has  received
instructions.  If no  instructions  are received in respect of any Shares in any
Investment  Accounts,  the Plan Agent may, to the extent permitted by applicable
law and the  rules of The New  York  Stock  Exchange,  vote  the  Shares  at its
discretion.  In the event  applicable law and/or the rules of The New York Stock
Exchange  do not  permit  the Plan Agent to vote  Shares  held in an  Investment
Account for which the Plan Agent has not received  instructions,  the Plan Agent
shall not vote such Shares.

9.   WITHDRAWAL FROM PLAN.

     (a) A Participating  Agent may voluntarily  withdraw from  participation in
this  Plan,  in whole  but not in  part,  at any time by  delivering  a  written
withdrawal notice to the Plan Agent (who shall promptly notify the Company),  in
which  event the  Company  will,  or will  cause an  Affiliate  to,  refund  all
Earmarked  Funds as provided in Section 9(d) and no further  deductions  will be
made from his, her or its Remitted Premiums, except in accordance with the terms
and conditions of a new Enrollment Form  subsequently  executed and delivered by
the Participating Agent in accordance with Section 9(b).

     (b) To  renew  participation  in this  Plan,  an agent  who has  previously
withdrawn must file a new Enrollment Form in accordance with Section 5(a) and be
an Eligible Agent at the time of such application.

     (c)  Withdrawal  shall be deemed to occur with  respect to a  Participating
Agent upon the occurrence of any of the following (each, a "Withdrawal"):

          (i) A Participating Agent's withdrawal pursuant to Section 9(a).

          (ii) A Participating Agent ceases to maintain an agency relationship
     with the Company or Affiliates pursuant to Section 11.

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<PAGE>

          (iii) The filing with or levying upon the Company, any Affiliate or
     Plan Agent, as the case may be, of any judgment, attachment, lien,
     encumbrance, mortgage, pledge, hypothecation or court order affecting a
     Participating Agent's Earmarked Funds or Investment Account.

          (iv) The termination of this Plan pursuant to Sections 15 or 19.

     (d) Upon Withdrawal from this Plan by a Participating  Agent, all Earmarked
Funds  credited  to such  Participating  Agent in the books and  records  of the
Company  shall  be  transferred  to such  Participating  Agent  within  five (5)
business days of such Withdrawal; provided, however, that if a Withdrawal occurs
less than five (5)  business  days prior to the last  business day of a calendar
month all such Earmarked Funds shall instead be transferred to the Plan Agent to
purchase Shares as provided herein.

     (e) Upon Withdrawal from this Plan by a Participating Agent, the Plan Agent
will  mail to such  Participating  Agent a share  certificate  representing  the
number of whole  Shares  credited in such  Participating  Investor's  Investment
Account and, if a fractional Share is credited to such Investment Account on the
withdrawal  date,  a check in an amount  equal to the product of the Fair Market
Value of one  common  share on the  withdrawal  date  and  such  fraction.  Upon
Withdrawal from this Plan by a Participating  Agent,  such  Participating  Agent
will be responsible for all stamp taxes and other governmental  charges, if any,
resulting from such Withdrawal. The Plan Agent shall be entitled to withhold the
amount of all such stamp charges and other governmental  charges from amounts to
be mailed to a withdrawing Participating Agent so long as the Plan Agent applies
such  withheld   amounts  to  the  payment  of  such  stamp  charges  and  other
governmental charges.

10.  WITHDRAWAL OF CERTIFICATES.

     Subject to Sections 9 and 16(a), a Participating Agent shall have the right
at any time to withdraw a certificate  or  certificates  for all or a portion of
the Shares credited to his or her Investment Account by giving written notice to
the Plan Agent (who shall promptly notify the Company);  provided, however, that
no  Participating  Agent  shall be  entitled  to receive a  certificate  for any
fractional  Share.  The Company will pay any stamp taxes  imposed in  connection
with the issuance (but not the withdrawal) of any certificate under this Plan.


11.  RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF AGENCY RELATIONSHIP.

     In  the  event  of a  Participating  Agent's  retirement,  death  or  other
termination  of the  Participating  Agent's status as an agent of the Company or
any Affiliate,  as the case may be, or in the event that a  Participating  Agent
otherwise ceases to be an Eligible Agent, no further Remitted  Premiums shall be
earmarked in the Company's  books and records,  and the balance of any Earmarked
Funds shall,  subject to Section 9(d), be paid to the Participating Agent, or in
the  event  of the  Participating  Agent's  death,  to  his  or  her  designated
beneficiary under this Plan (and, if none, then to his or her estate).

                                      -8-

<PAGE>

12.  RIGHTS NOT TRANSFERABLE.

     Rights under this Plan are not transferable by a Participating  Agent other
than by will or the laws of descent and distribution, and are exercisable during
the Participating Agent's lifetime only by the Participating Agent.

13.  NO RIGHT TO CONTINUED RELATIONSHIP.

     Neither this Plan nor any right  granted  under this Plan shall confer upon
any Eligible Agent or  Participating  Agent any right to continuance of an agent
or any other relationship with the Company and/or any Affiliate, or interfere in
any way with the right of the Company  and/or any  Affiliate  to  terminate  the
agency relationship of such Eligible Agent or Participating Agent.

14.  AMENDMENT AND SUSPENSION OF THIS PLAN.

     The Board or the Committee  may at any time,  or from time to time,  amend,
alter or suspend this Plan in any respect, but no such amendment,  alteration or
suspension shall be effective with respect to Shares purchased  pursuant to this
Plan or  Earmarked  Funds  prior to the date of such  amendment,  alteration  or
suspension  without the consent of all Participating  Agents holding such Shares
and/or having such credits.

15.  TERMINATION OF THIS PLAN.

     This Plan and, except as provided below, all rights of Participating Agents
under any offering hereunder shall terminate on the earliest of:

     (a) The date that Participating Agents become entitled to purchase a number
     of Shares greater than the number of Shares remaining available for
     purchase in accordance with Section 3, as adjusted, in which case if the
     number of Shares so purchasable is greater than the Shares remaining
     available, the available Shares shall be allocated by the Committee among
     such Participating Agents pursuant to Section 3(d);

     (b) Any date selected by the Board or the Committee in its discretion; and

     (c) The date set forth in Section 19(b) of this Plan.

     Upon termination of this Plan, all Earmarked Funds shall be carried forward
under a  successor  plan,  if any,  or  promptly  refunded  at the option of the
Participating  Agent. If no instruction is received from a Participating  Agent,
such funds shall be refunded.

     16. GENERAL PROVISIONS.

     (a) Anything  contained in this Plan to the contrary  notwithstanding,  the
Company  shall not be  obligated  to sell or deliver any Shares or  certificates
under this Plan  unless and until the  Company  is  satisfied  that such sale or
delivery  complies with (i) all  applicable  requirements  of The New York Stock
Exchange (or the governing body of the principal market in which such Shares are
traded, if such Shares are not then listed on The New York Stock Exchange), (ii)
all applicable  provisions of the Securities Act of 1933, as amended,  and (iii)
all other laws or

                                      -9-

<PAGE>

regulations  by which the  Company  or  Affiliates  may be bound or to which the
Company or any Affiliate may be subject.

     (b) Each of the Company and the Affiliates  may make such  provisions as it
may deem  appropriate  for the  withholding of any taxes or payment of any taxes
which it determines it may be required to withhold or pay in connection with any
Shares. The obligation of the Company to deliver certificates under this Plan is
conditioned  upon the  satisfaction of the provisions set forth in the preceding
sentence.

     (c) The Committee may require each  Participating  Agent  acquiring  Shares
under this Plan (i) to  represent  and warrant to and agree in writing  that the
Participating  Agent is acquiring the Shares for investment  only and not with a
view  toward  the  distribution  thereof,  and  (ii)  to  make  such  additional
representations  and warranties  and  agreements  with respect to the investment
intent  of such  person  or  persons  purchasing  Shares  as the  Committee  may
reasonably request. The certificates for such Shares may include any legend that
the Committee deems appropriate to reflect any restrictions on transfer.

     (d) All certificates  for Shares or other  securities  delivered under this
Plan shall be subject to such stop-transfer orders and other restrictions as the
Committee  may  deem  advisable   under  the  rules,   regulations,   and  other
requirements of the Securities and Exchange Commission,  any stock exchange upon
which the Shares are then listed, and any applicable federal or state securities
law,  and the  Committee  may  cause a legend or  legends  to be put on any such
certificates to make appropriate reference to such restrictions.

     (e) This Plan, all purchases of Shares made and actions taken hereunder and
any agreements  relating hereto shall be governed by and construed in accordance
with the laws of the State of California without regard to conflict of laws.

17.  REPURCHASE OF SHARES.

     The Company and the  Affiliates may (but shall not be required to) purchase
from any Participating  Agent any Shares that such Participating  Agent acquires
under this Plan.

18.  EXPENSES OF MAINTAINING PLAN.

     Except as provided in this Section 18, the Company and the Affiliates shall
be responsible for all expenses of purchasing  Shares under this Plan as well as
reinvestment  of dividends  received in respect of Shares  purchased  under this
Plan on a pro rata basis,  including  without  limitation,  all  commissions and
other expenses of purchasing such Shares. The Participating  Agent shall pay all
commissions and other expenses of selling any Shares  acquired  pursuant to this
Plan whose Shares are sold.

     19. EFFECTIVE DATE; DURATION.

     (a) This Plan shall become effective on May 8, 2003.

                                      -10-

<PAGE>

     (b) Unless earlier terminated by the Board pursuant to the provisions of
this Plan, this Plan shall terminate on May 8, 2013. No Shares shall be
purchased under this Plan after such termination date.

     20. INDEMNIFICATION.

     The  Company  shall,  through  the  purchase  of  insurance  or  otherwise,
indemnify each member of the  Committee,  and any employee to whom any fiduciary
responsibility  with  respect to the Plan is allocated  or  delegated,  from and
against any and all claims, losses, damages, and expenses,  including attorney's
fees,  and any  liability,  including  any amounts paid in  settlement  with the
Company's  approval,  arising from such member's (or such employee's)  action or
failure to act, except when the same is judicially determined to be attributable
to the gross negligence or willful misconduct of such member (or employee).  The
right of indemnity described in the preceding sentence shall be conditioned upon
the timely  receipt of notice by the Company of any claim  asserted  against the
member (or employee),  which notice,  in the event of a lawsuit,  shall be given
within ten days after receipt of the complaint by the member (or employee),  and
the  receipt by the  Company of any offer  from the member (or  employee)  of an
opportunity to participate in the settlement or defense of such claim.



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