10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-13585

THE FIRST AMERICAN CORPORATION

(Exact name of registrant as specified in its charter)

Incorporated in California	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 First American Way, Santa Ana, California	92707-5913
(Address of principal executive offices)	(Zip Code)

(714) 800-3000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark if the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes  x    No  ¨

Indicate by check mark if the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes  ¨    No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  ¨    No  ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On November 7, 2005, there were 95,861,481 shares of Common stock outstanding.

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

INFORMATION INCLUDED IN REPORT

Part I:	Financial Information
Item 1.	Financial Statements (unaudited)
	A. Condensed Consolidated Balance Sheets	3
	B. Condensed Consolidated Statements of Income and Comprehensive Income	4
	C. Condensed Consolidated Statements of Cash Flows	5
	D. Condensed Consolidated Statement of Stockholders’ Equity	6
	E. Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Part II:	Other Information
Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.	Exhibits	19

Items 3–5 of Part II have been omitted because they are not applicable with respect to the current reporting period.

CERTAIN STATEMENTS MADE IN THIS QUARTERLY REPORT ON FORM 10-Q INCLUDING THOSE RELATING TO IMPLEMENTATION OF SFAS 123R, PENSION PLAN CONTRIBUTIONS, THE MINNESOTA CLASS ACTION, THE MAGNUSON LITIGATION, ROUTINE LEGAL PROCEEDINGS AND CASH REQUIREMENTS, ARE FORWARD LOOKING. RISKS AND UNCERTAINTIES EXIST THAT MAY CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE THE ANTICIPATED RESULTS TO DIFFER FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDE: INTEREST RATE FLUCTUATIONS; CHANGES IN THE PERFORMANCE OF THE REAL ESTATE MARKETS; LIMITATIONS ON ACCESS TO PUBLIC RECORDS AND OTHER DATA; GENERAL VOLATILITY IN THE CAPITAL MARKETS; CHANGES IN APPLICABLE GOVERNMENT REGULATIONS; CONSOLIDATION AMONG THE COMPANY’S SIGNIFICANT CUSTOMERS AND COMPETITORS; THE COMPANY’S CONTINUED ABILITY TO IDENTIFY BUSINESSES TO BE ACQUIRED; CHANGES IN THE COMPANY’S ABILITY TO INTEGRATE BUSINESSES WHICH IT ACQUIRES; AND OTHER FACTORS DESCRIBED IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING STATEMENTS ARE MADE.

2

Part I: Financial Information

Item 1: Financial Statements

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	September 30, 2005			December 31, 2004
Assets
Cash and cash equivalents	$	1,628,867		$	1,336,643
Accounts and accrued income receivable, net		542,331			438,365
Income taxes receivable		—			34,074
Investments:
Deposits with savings and loan associations and banks		92,629			94,445
Debt securities		1,073,451			705,674
Equity securities		47,384			46,190
Other long-term investments		364,584			305,571
		1,578,048			1,151,880
Loans receivable, net		92,449			101,341
Property and equipment, net		635,992			593,401
Title plants and other indexes		526,651			497,430
Deferred income taxes		40,753			39,886
Goodwill		1,848,964			1,605,879
Other assets		514,039			409,466
	$	7,408,094		$	6,208,365
Liabilities and Stockholders’ Equity
Demand deposits	$	792,622		$	399,429
Accounts payable and accrued liabilities		942,808			883,761
Deferred revenue		764,341			729,537
Reserve for known and incurred but not reported claims		614,281			526,516
Income taxes payable		82,038			—
Notes and contracts payable		774,657			732,770
Deferrable interest subordinated notes		100,000			100,000
		4,070,747			3,372,013
Minority interests in consolidated subsidiaries		391,527			372,788
Commitments and contingencies Stockholders’ equity:
Preferred stock, $1 par value Authorized - 500 shares; outstanding - none
Common stock, $1 par value:
Authorized - 180,000 shares Outstanding – 95,710 and 90,058 shares		95,710			90,058
Additional paid-in capital		922,949			757,931
Retained earnings		2,013,025			1,696,636
Accumulated other comprehensive loss		(85,864	)		(81,061	)
		2,945,820			2,463,564
	$	7,408,094		$	6,208,365

See notes to condensed consolidated financial statements.

3

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share amounts)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2005			2004			2005			2004
Revenues
Operating revenues	$	2,103,153		$	1,680,887		$	5,691,610		$	4,811,518
Investment and other income		58,196			35,541			152,527			98,685
Net realized investment gains		6,833			5,057			12,504			9,106
		2,168,182			1,721,485			5,856,641			4,919,309
Expenses
Salaries and other personnel costs		628,559			545,294			1,778,531			1,553,691
Premiums retained by agents		607,239			458,750			1,632,863			1,341,486
Other operating expenses		460,366			358,694			1,237,713			1,071,971
Provision for policy losses and other claims		126,186			97,975			316,820			255,082
Depreciation and amortization		38,049			32,981			110,998			93,677
Premium taxes		16,954			13,324			45,897			38,954
Interest		15,468			12,462			39,196			32,122
		1,892,821			1,519,480			5,162,018			4,386,983
Income before income taxes and minority interests		275,361			202,005			694,623			532,326
Income taxes		101,100			70,800			255,600			187,500
Income before minority interests		174,261			131,205			439,023			344,826
Minority interests		25,139			23,990			71,246			66,129
Net income		149,122			107,215			367,777			278,697
Other comprehensive income, net of tax
Unrealized gain (loss) on securities		(2,452	)		3,196			(4,803	)		(2,802	)
Minimum pension liability adjustment		—			(7,581	)		—			(10,181	)
		(2,452	)		(4,385	)		(4,803	)		(12,983	)
Comprehensive income	$	146,670		$	102,830		$	362,974		$	265,714
Net income per share (Note 4)
Basic	$	1.56		$	1.21		$	3.92		$	3.27
Diluted	$	1.51		$	1.17		$	3.79		$	3.07
Cash dividends per share	$	.18		$	.15		$	.54		$	.45
Weighted average number of shares (Note 4)
Basic		95,341			88,595			93,852			85,330
Diluted		98,768			91,594			97,307			91,431

See notes to condensed consolidated financial statements.

4

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	For the Nine Months Ended September 30,
	2005			2004
Cash flows from operating activities
Net income	$	367,777		$	278,697
Adjustments to reconcile net income to cash provided by operating activities-
Provision for policy losses and other claims		316,820			255,082
Depreciation and amortization		110,998			93,677
Minority interests in net income		71,246			66,129
Net realized investment gains		(12,504	)		(9,106	)
Other, net		(49,413	)		(37,696	)
Changes in assets and liabilities excluding effects of company acquisitions and noncash transactions-
Claims paid, net of recoveries		(259,056	)		(194,216	)
Net change in income tax accounts		168,814			68,849
Increase in accounts and accrued income receivable		(78,000	)		(96,910	)
Increase (decrease) in accounts payable and accrued liabilities		39,380			(27,848	)
Increase in deferred revenue		20,781			21,590
Other, net		(56,672	)		(39,119	)
Cash provided by operating activities		640,171			379,129
Cash flows from investing activities
Net cash effect of company acquisitions		(210,820	)		(215,406	)
Net decrease in deposits with banks		5,496			11,464
Net decrease in loans receivable		8,892			3,384
Purchases of debt and equity securities		(512,497	)		(208,961	)
Proceeds from sales of debt and equity securities		48,767			73,407
Proceeds from maturities of debt securities		118,535			22,842
Net decrease in other investments		41,199			10,112
Capital expenditures		(136,363	)		(121,278	)
Purchases of capitalized data		(15,908	)		(18,844	)
Proceeds from sale of property and equipment		6,913			2,970
Cash used for investing activities		(645,786	)		(440,310	)
Cash flows from financing activities
Net change in demand deposits		391,904			37,673
Proceeds from issuance of debt		142,166			194,978
Repayment of debt		(160,058	)		(54,748	)
Repurchase of company stock		(36,941	)		(37,283	)
Proceeds from exercise of stock options		39,433			17,221
Proceeds from the issuance of stock to employee benefit plans		6,274			5,517
Contributions from minority shareholders		10,700			12,100
Distributions to minority shareholders		(47,857	)		(41,670	)
Cash dividends		(47,782	)		(38,891	)
Cash provided by financing activities		297,839			94,897
Net increase in cash and cash equivalents		292,224			33,716
Cash and cash equivalents - Beginning of year		1,336,643			1,167,799
- End of the period	$	1,628,867		$	1,201,515
Supplemental information
Cash paid during the period for:
Interest	$	36,857		$	31,741
Premium taxes	$	44,931		$	46,952
Income taxes	$	88,154		$	120,871
Noncash investing and financing activities:
Shares issued for employee benefit plans	$	119,117		$	50,484
Shares issued in repayment of convertible debt	$	—		$	205,728
Liabilities incurred in connection with company acquisitions	$	108,005		$	203,321
Company acquisitions in exchange for common stock	$	88,005		$	27,058

See notes to condensed consolidated financial statements.

5

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statement of Stockholders’ Equity

(in thousands)

(unaudited)

	Shares		Common Stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balance at December 31, 2004	90,058		$	90,058		$	757,931		$	1,696,636		$	(81,061	)	$	2,463,564
Net income for nine months ended September 30, 2005										367,777						367,777
Dividends on common shares										(51,388	)					(51,388	)
Purchase of Company shares	(1,011	)		(1,011	)		(35,930	)								(36,941	)
Conversion of debt	16			16			473									489
Shares issued in connection with company acquisitions	2,379			2,379			85,626									88,005
Shares issued in connection with option, benefit and savings plans	4,268			4,268			114,849									119,117
Other comprehensive loss													(4,803	)		(4,803	)
Balance at September 30, 2005	95,710		$	95,710		$	922,949		$	2,013,025		$	(85,864	)	$	2,945,820

See notes to condensed consolidated financial statements.

6

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Condensed Consolidated Financial Statements

The condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the consolidated results for the interim periods. Certain 2004 amounts have been reclassified to conform to the 2005 presentation.

Note 2 – Escrow and Trust Deposits

The Company administers escrow deposits as a service to its customers. Escrow deposits totaled $6.7 billion and $4.8 billion at September 30, 2005 and December 31, 2004, respectively, of which $706.7 million and $337.4 million were held at the Company’s trust and thrift division. The escrow deposits held at the Company’s trust and thrift division are included in the accompanying consolidated balance sheets, with $168.1 million and $43.3 million included in cash and cash equivalents and $538.6 million and $294.1 million included in debt securities at September 30, 2005 and December 31, 2004, respectively, with offsetting liabilities included in demand deposits. The remaining escrow deposits were held at third party financial institutions. Trust deposits totaled $3.2 billion and $2.9 billion at September 30, 2005 and December 31, 2004, respectively. Escrow deposits held at third party financial institutions and trust deposits are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. However, the Company remains contingently liable for the disposition of these assets.

Note 3 – Goodwill and Other Intangible Assets

The Company’s reporting units for purposes of the annual testing for impairment of goodwill are title insurance, home warranty, property and casualty insurance, trust and other services, mortgage origination products and services, mortgage servicing products and services, property information services, conventional credit information, sub-prime credit information, pre-employment and drug screening, tenant screening and risk mitigation.

A reconciliation of the changes in the carrying amount of goodwill, by operating segment, for the nine months ended September 30, 2005, is as follows:

(in thousands)	Balance as of December 31, 2004		Acquired During the Period		Post Acquisition Adjustments			Balance as of September 30, 2005
Financial Services:
Title Insurance	$	376,936	$	145,652	$	1,802		$	524,390
Specialty Insurance		19,794		—		—			19,794
Information Technology:
Mortgage Information		583,722		6,779		—			590,501
Property Information		247,438		29,848		(449	)		276,837
Credit Information		72,450		34,260		—			106,710
Screening Information		305,539		55,515		(30,322	)		330,732
	$	1,605,879	$	272,054		(28,969	)	$	1,848,964

Included in “Post Acquisition Adjustments” for the Screening Information segment is a $33.3 million decrease in goodwill attributable to a reduction in the income tax valuation allowance at the Company’s subsidiary, First Advantage.

There have been no impairments of goodwill during the nine months ending September 30, 2005. The Company had $192.6 million of intangible assets included in “Other assets” at September 30, 2005, with definite lives ranging from three to ten years.

7

Note 4 – Earnings Per Share

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2005		2004		2005		2004
Numerator:
Net Income - numerator for basic net income per share	$	149,122	$	107,215	$	367,777	$	278,697
Effect of dilutive securities convertible debt - interest expense (net of tax)		209		234		644		2,372
Net Income - numerator for dilutive net income per share	$	149,331	$	107,449	$	368,421	$	281,069
Denominator:
Weighted average shares-denominator for basic net income per share		95,341		88,595		93,852		85,330
Effect of dilutive securities:
Employee stock options		2,784		2,277		2,795		2,486
Convertible debt		643		722		660		3,615
Denominator for diluted net income per share		98,768		91,594		97,307		91,431
Basic net income per share	$	1.56	$	1.21	$	3.92	$	3.27
Diluted net income per share	$	1.51	$	1.17	$	3.79	$	3.07

For the three months ended September 30, 2005, there were no antidilutive stock options that were excluded from the computation of diluted earnings per share. For the nine months ended September 30, 2005, six thousand stock options were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the three and nine months ended September 30, 2004, 0.7 million and 0.6 million stock options, respectively, were excluded from the computation of diluted earnings per share due to their antidilutive effect.

Note 5 – Employee Benefit Plans

Net periodic pension cost for the Company’s defined benefit pension and supplemental benefit plans includes the following components:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2005			2004			2005			2004
Expense:
Service Cost	$	4,201		$	3,594		$	12,614		$	11,628
Interest Cost		6,258			4,707			18,702			16,079
Expected return on plan assets		(4,262	)		(2,550	)		(12,787	)		(10,434	)
Amortization of prior service cost (benefit)		(398	)		(563	)		(1,189	)		(2,745	)
Amortization of net loss		2,940			167			8,877			6,966
	$	8,739		$	5,355		$	26,217		$	21,494

The Company has contributed $19.0 million to its pension plans for the nine months ended September 30, 2005 and expects to contribute an additional $7.5 million during the remainder of 2005. These contributions are both those required by funding regulations as well as discretionary contributions necessary to provide benefit payments to participants of certain of the Company’s non-qualified supplemental benefit plans.

8

Note 6 – Stock Options

Effective December 15, 2002, the Company adopted Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure” (SFAS 148), which amends Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). In accounting for its plans, the Company, as allowable under the provisions of SFAS 148, applies Accounting Principles Board Opinions No. 25, “Accounting for Stock issued to Employees” (APB 25). As a result of this election, the Company does not recognize compensation expense for its stock option plans. Had the Company determined compensation cost based on the fair value for its stock options at grant date, net income and earnings per share would have been reduced to the pro forma amounts as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2005		2004		2005		2004
Net income:
Net income, as reported	$	149,122	$	107,215	$	367,777	$	278,697
Less: stock based compensation expense, net of tax		1,877		1,779		5,686		5,039
Pro forma net income	$	147,245	$	105,436	$	362,091	$	273,658
Earnings per share:
As reported
Basic	$	1.56	$	1.21	$	3.92	$	3.27
Diluted	$	1.51	$	1.17	$	3.79	$	3.07
Pro forma
Basic	$	1.54	$	1.19	$	3.86	$	3.21
Diluted	$	1.49	$	1.15	$	3.73	$	3.02

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R, “Shared-Based Payment” (SFAS No.123R). This standard is a revision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. In April 2005, the Securities and Exchange Commission deferred the effective date of SFAS 123R from the first interim period beginning after June 15, 2005 to the next fiscal year beginning after June 15, 2005. The Company will adopt the standard in the first quarter of 2006 and use the modified prospective method which will require the Company to use the same valuation method currently used for its pro forma disclosures for all unvested options as of December 31, 2005. The Company will be able to use the same valuation method or select a different method for any options granted after December 31, 2005. In addition to stock options, the Company has an employee stock purchase plan that allows eligible employees to purchase common stock of the Company at 85% of the closing price on the last day of each month. Under the provisions of SFAS 123R, commencing the first quarter of 2006 the Company will recognize an expense in the amount equal to the discount. For the nine months ended September 2005, the amount of the discount was $1.1 million. The Company believes that the implementation of SFAS 123R will not have a material adverse effect on its financial condition or results of operations.

Note 7 – Business Combinations

During the nine months ended September 30, 2005, the Company completed 35 acquisitions. These acquisitions were not material, individually or in the aggregate. Of these acquisitions 23 have been included in the Company’s title insurance segment, 2 in the Company’s credit information segment, 2 in the Company’s property information segment, 1 in the Company’s mortgage information segment and 7 in the Company’s screening information segment. The aggregate purchase price for the 28 acquisitions included in the Company’s title insurance, credit information and property information segments was $164.8 million in cash, $49.8 million in notes payable and 2.0 million shares of the Company’s common stock valued at $73.3 million. The 7 acquisitions included in the Company’s screening information segment were completed by the Company’s publicly-traded subsidiary, First Advantage Corporation. The aggregate purchase price for these acquisitions was $31.0 million in cash, $16.9 million in notes payable and .7 million shares, valued at $16.2 million, of First Advantage’s Class A common stock. In accounting for the First Advantage shares issued in these acquisitions, the Company recorded a pretax gain of $8.0 million. The purchase price of each acquisition was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis. As a result of the 35 acquisitions, the Company recorded approximately $247.3 million of goodwill and $37.9 million of intangible assets with definite lives.

9

The Company is awaiting information necessary to finalize the purchase accounting adjustments for these acquisitions and the final purchase price allocations could change the recorded assets and liabilities.

In addition to the acquisitions discussed above, the Company also purchased the remaining minority interests in 6 companies already included in the Company’s consolidated financial statements and an equity interest in 12 companies. The total purchase price of these transactions was $25.3 million in cash, $16.3 million in notes payable and .4 million in shares of the Company’s common stock valued at $13.2 million. As a result of these transactions, the Company recorded $24.8 million in goodwill.

On September 14, 2005, the Company contributed its Credit Information Group to First Advantage in exchange for approximately 29.1 million shares of First Advantage Class B common stock. All of the parties involved were under common control and accordingly, the transaction was accounted for using historical values and no gain or loss was recognized. First Advantage also issued approximately 1 million Class B shares to the Company in a $20 million debt-to-equity conversion. These transactions increased the Company’s economic ownership interest in First Advantage from 67 percent to 80 percent. The Credit Information Group includes the Company’s mortgage, automotive, consumer and sub-prime credit businesses.

Note 8 – Segment Information

The Company has six reporting segments that fall within two primary business groups, Financial Services and Information Technology. The Financial Services Group includes Title Insurance and Services and Specialty Insurance. The Information Technology Group includes Mortgage Information, Property Information, Credit Information and Screening Information. Selected financial information by reporting segment is as follows:

For the three months ended September 30, 2005:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	1,618,340	$	195,549		$	14,906	$	15,369
Specialty Insurance		78,873		13,605			573		398
		1,697,213		209,154			15,479		15,767
Information Technology:
Mortgage Information		153,616		34,933			5,815		658
Property Information		142,269		42,698			7,355		8,836
Credit Information		85,264		21,000			3,450		537
Screening Information		84,984		5,544			3,685		4,562
		466,133		104,175			20,305		14,593
		2,163,346		313,329			35,784		30,360
Corporate		4,836		(37,968	)		2,265		5,554
	$	2,168,182	$	275,361		$	38,049	$	35,914

10

For the three months ended September 30, 2004:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	1,237,763	$	123,509		$	11,929	$	23,641
Specialty Insurance		64,838		8,334			538		407
		1,302,601		131,843			12,467		24,048
Information Technology:
Mortgage Information		174,508		52,690			6,173		4,160
Property Information		106,396		30,309			5,979		5,731
Credit Information		62,450		15,172			2,387		677
Screening Information		71,936		7,177			3,282		2,346
		415,290		105,348			17,821		12,914
		1,717,891		237,191			30,288		36,962
Corporate		3,594		(35,186	)		2,693		7,713
	$	1,721,485	$	202,005		$	32,981	$	44,675

For the nine months ended September 30, 2005:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	4,316,718	$	467,490		$	43,049	$	69,548
Specialty Insurance		210,421		36,463			1,669		967
		4,527,139		503,953			44,718		70,515
Information Technology:
Mortgage Information		450,277		107,158			18,213		9,996
Property Information		396,813		120,288			20,970		22,521
Credit Information		234,236		60,431			8,181		1,707
Screening Information		240,735		14,450			10,770		9,766
		1,322,061		302,327			58,134		43,990
		5,849,200		806,280			102,852		114,505
Corporate		7,441		(111,657	)		8,146		21,858
	$	5,856,641	$	694,623		$	110,998	$	136,363

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For the nine months ended September 30, 2004:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	3,542,755	$	322,583		$	33,002	$	59,258
Specialty Insurance		170,556		32,431			1,594		1,352
		3,713,311		355,014			34,596		60,610
Information Technology:
Mortgage Information		501,214		131,029			18,898		19,350
Property Information		310,266		90,782			17,456		15,051
Credit Information		192,709		42,192			7,461		1,570
Screening Information		198,295		13,816			9,068		3,946
		1,202,484		277,819			52,883		39,917
		4,915,795		632,833			87,479		100,527
Corporate		3,514		(100,507	)		6,198		20,751
	$	4,919,309	$	532,326		$	93,677	$	121,278

Note 9 – Litigation

The Company and its subsidiaries have been named in various class action lawsuits related to its title operations, including suits alleging that premiums charged to builders for title insurance policies violated the Real Estate Settlement Procedures Act and that the Company violated the law by failing to disclose the cost of certain services obtained from third party vendors and any related mark-up of such services. The Company has assessed the potential loss associated with each case based on the existing facts and estimated range of exposure. In cases where the Company has determined that a loss is probable, the Company has recorded a reserve in the amount of the estimated loss; however, actual losses may materially differ from the amounts recorded. The Company does not believe that the ultimate resolution of these cases, either individually or in the aggregate, will have a material adverse affect on its financial condition, results of operations or cash flows.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. In October 2005 the trial court denied the Company’s motions to set aside the damage awards, among other matters. The Company has filed a notice of appeal with the United States Circuit Court of Appeals. The Company continues to believe it has strong grounds to overturn this judgment. Pending the outcome of our appeal, the Company reserved in a prior quarter $10.0 million in connection with this matter.

The Company is involved in numerous routine legal proceedings related to its operations. While the ultimate disposition of each proceeding is not determinable, the Company does not believe that any of such proceedings will have a material adverse affect on its financial condition or results of operations.

Note 10 – Stockholders’ Equity

On May 19, 2005, the Company announced that its board of directors authorized the increase of its May 18, 2004, $100.0 million stock buy-back plan to $200.0 million. As of September 30, 2005, the Company had repurchased and retired 2.5 million shares of its common stock for a total purchase price of $75.9 million.

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Note 11 – Subsequent Event

On November 8, 2005, the Company and its publicly-traded subsidiary, First Advantage Corporation (First Advantage), announced the joint purchase of a 75% interest in LeadClick Media, Inc., an online lead-generation and marketing company (LeadClick) for $150 million. The Company contributed $45 million in cash in exchange for an equity stake in LeadClick. The remainder of the purchase price consisting of $55 million in cash, $30 million in notes payable, and $20 million in stock was paid by First Advantage.

Under the terms of the stock purchase agreement, the Company and First Advantage are obligated to purchase the additional twenty-five percent of LeadClick over the next three years unless the period is extended upon mutual agreement of the parties. The purchase price for the additional equity stake is based upon a multiple of LeadClick’s earnings before interest, tax, depreciation and amortization.

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

RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those policies used in the preparation of the Company’s financial statements that require management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosure of contingencies. A summary of these policies can be found in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

OVERVIEW

The Company reported record revenues and profits for the third quarter of 2005, exceeding the $2 billion mark in revenues for the first time in its history. Revenues increased 25.9% and profits before income taxes and minority interests 36.3% quarter over quarter. The Company’s positive performance was affected by strong mortgage origination volume, an increase in market share and in the average revenues per order closed at the title insurance operations, acquisition activity and organic growth at the Company’s specialty insurance, property information, credit information and screening information segments. These factors, coupled with solid expense controls, resulted in net income for the three and nine months ended September 30, 2005, of $149.1 million, or $1.51 per diluted share, and $367.8 million, or $3.79 per diluted share, respectively. Net income for the three and nine months ended September 30, 2004, was $107.2 million, or $1.17 per diluted share, and $278.7 million, or $3.07 per diluted share, respectively.

OPERATING REVENUES

Set forth below is a summary of operating revenues for each of the Company’s segments.

	Three Months Ended September 30,						Nine Months Ended September 30,
	($000)						($000)
	2005		%	2004		%	2005		%	2004		%
Financial Services:
Title Insurance:
Direct operations	$	820,186	39	$	645,203	38	$	2,172,406	38	$	1,820,654	38
Agency operations		756,868	36		569,956	34		2,037,969	36		1,661,104	35
		1,577,054	75		1,215,159	72		4,210,375	74		3,481,758	73
Specialty Insurance		74,678	4		61,617	4		198,972	3		159,956	3
		1,651,732	79		1,276,776	76		4,409,347	77		3,641,714	76
Information Technology:
Mortgage Information		150,117	7		171,698	10		443,089	8		494,282	10
Property Information		132,994	6		100,181	6		371,421	7		291,683	6
Credit Information		83,854	4		60,322	4		228,549	4		185,686	4
Screening Information		84,456	4		71,910	4		239,204	4		198,153	4
		451,421	21		404,111	24		1,282,263	23		1,169,804	24
Total	$	2,103,153	100	$	1,680,887	100	$	5,691,610	100	$	4,811,518	100

Financial Services. Operating revenues from direct title operations increased 27.1% and 19.3% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to increases in the number of title orders closed by the Company’s direct operations and increases in the average revenues per order closed. The Company’s direct operations closed 555,600 and 1,546,500 title orders during the current three and nine month periods, respectively, increases of 12.4% and 8.7% when compared with the same periods of the prior year. These increases reflected strong mortgage origination volumes and market share gains resulting from organic growth and acquisitions. The average revenues per order closed were $1,476 and $1,405 for the three and nine months ended September 30, 2005, respectively, increases of 13.0% and 9.8% when compared with the same periods of the prior year. These increases were primarily due to a decreased mix of lower-premium refinance transactions, an increase in higher-premium resale and commercial activity, and appreciating home values. Operating revenues from agency operations increased 32.8% and 22.7% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to the same factors affecting direct title operations as well as the timing of the reporting of agency remittances.

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Information Technology. Mortgage information operating revenues decreased $21.6 million and $51.2 million for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. Included in operating revenues for the current nine-month period were $22.9 million of operating revenues contributed by new acquisitions. There was no acquisition activity for the current three-month period. Included in operating revenues for the prior year periods was a $13.0 million release of deferred revenue due to changes in contractual commitments with an outsourcing customer. Excluding the effects of these items, mortgage information operating revenues decreased $8.6 million, or 5.4%, and $61.1 million, or 12.7%, for the respective periods. These decreases primarily reflect an increase in estimated servicing life of the tax service loan portfolio due to a slowdown in prepayment speeds, which results in the deferral of a larger portion of the tax service fee in early years. Also impacting operating revenues for the mortgage information segment for the nine-month period was the decline in mortgage originations period over period. Operating revenues for the property information segment increased $32.8 million, or 32.8% and $79.7 million, or 27.3%, for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $8.3 million and $25.9 million of operating revenues contributed by new acquisitions for the respective periods and the continued strength in this segment’s subscription-based information businesses. Operating revenues for the credit information segment increased $23.5 million, or 39.0% and $42.9 million, or 23.1% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $12.7 million and $20.9 million of operating revenues contributed by new acquisitions for the respective periods and organic growth. Screening information operating revenues increased $12.5 million, or 17.4% and $41.1 million, or 20.7% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $6.5 million and $29.6 million of operating revenues contributed by new acquisitions for the respective periods as well as organic growth.

INVESTMENT AND OTHER INCOME

Investment and other income totaled $58.2 million and $152.5 million for the three and nine months ended September 30, 2005, respectively, representing increases of $22.7 million, or 63.7%, and $53.8 million, or 54.6%, when compared with the same periods of the prior year. These increases resulted primarily from increases in interest income and earnings from unconsolidated affiliates, which are accounted for under the equity method of accounting.

NET REALIZED INVESTMENT GAINS

Net realized investment gains totaled $6.8 million and $12.5 million for the three and nine months ended September 30, 2005, respectively, compared with gains totaling $5.1 million and $9.1 million for the three and nine months ended September 30, 2004.

TOTAL OPERATING EXPENSES

Financial Services. Salaries and other personnel costs for the Financial Services group, which primarily reflects the title insurance segment, were $459.2 million and $1,293.7 million for the three and nine months ended September 30, 2005, respectively, increases of $69.8 million, or 17.9%, and $187.4 million, or 16.9%, when compared with the same periods of the prior year. Excluding new acquisitions, salaries and other personnel costs increased $50.8 million, or 13.1% and $112.3 million, or 10.2% for the three and nine months ended September 30, 2005, respectively. These increases were primarily due to costs incurred to service the increase in new title orders. Salaries and other personnel costs for the Financial Services group as a percentage of operating revenues were 27.8% and 30.5% for the three months ended September 30, 2005 and 2004, respectively, and 29.3% and 30.4% for the nine months ended September 30, 2005 and 2004, respectively.

Agents retained $607.2 million and $1,632.9 million of title premiums generated by agency operations for the three and nine months ended September 30, 2005, respectively, which compares with $458.8 million and $1,341.5 million for the same periods of the prior year. The percentage of title premiums retained by agents ranged from 80.1% to 80.8% due to regional variances (i.e., the agency share varies from region to region and thus the geographical mix of agency revenues causes this variation).

Other operating expenses for the Financial Services group, which primarily reflect the title insurance segment, were $262.6 million and $698.0 million for the three and nine months ended September 30, 2005, respectively, increases of $58.2 million, or 28.5%, and $101.7 million, or 17.1%, when compared with the same periods of the prior year. These increases were primarily due to $17.0 million and $49.6 million of other operating expenses associated with new acquisitions for the respective periods, $7.6 million of litigation related charges incurred during the third quarter 2005 and incremental costs incurred to service the increasing inventory of orders at the title insurance operations. Other operating expenses for the Financial Services group as a percentage of operating revenues were 15.9% and 16.0% for the three months ended September 30, 2005 and 2004, respectively, and 15.8% and 16.4% for the nine months ended September 30, 2005 and 2004, respectively.

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The provision for policy losses and other claims primarily represents title insurance claims, home warranty claims and property and casualty insurance claims. For the title insurance segment, the Company increased the claims provision as a percentage of title insurance operating revenues to 5.0% for the current quarter, up from 4.1% for the same period of the prior year. This increase reflects the claims intensity of policy year 2005, which increased when compared with policy year 2004 as a result of the shift from a refinance market to a more claims intensive resale market. For the home warranty business, the claims provision as a percentage of home warranty operating revenues was 55.8% for the current three-month period and 49.4% for the same period of the prior year. This increase in rate was primarily due to an increase in the average cost per claim as a result of recent geographical expansion into higher claim-cost states. For the property and casualty business, the claims provision as a percentage of property and casualty insurance operating revenues was 47.1% for the current three-month period and 82.0% for the same period of the prior year. Included in the prior year period was $6.2 million of claims expense associated with the Florida hurricanes of 2004. The Company’s property and casualty business no longer writes business in the state of Florida.

Premium taxes, which relate to the title insurance and specialty insurance segments, were $17.0 million and $45.9 million for the nine months ended September 30, 2005 and 2004, respectively. Premium taxes as a percentage of title insurance and specialty insurance operating revenues were 1.0% and 1.1% for the current nine-month period and for the same period of the prior year, respectively.

Information Technology. Information technology personnel and other operating expenses were $332.4 million and $933.1 million for the three and nine months ended September 30, 2005, respectively, increases of $49.8 million and $87.7 million when compared with the same periods of the prior year. Excluding acquisition activity, information technology personnel and other operating expenses increased $23.5 million, or 8.3% for the current three-month period and decreased $7.4 million, or 0.9% for the current nine-month period. The increase for the current three-month period was primarily due to $9.1 million of costs related to the Company’s default division. These costs included expenses associated with relocating and consolidating operations, the write down of certain software and other related expenses. Also contributing to the increase for the current quarter were expenses incurred primarily at the property information and screening information segments to service the increase in business volume. The decrease for the current nine-month period primarily reflects a decline in incremental costs at the Company’s mortgage information segment associated with its decreased business volume.

INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS

Set forth below is a summary of income before income taxes and minority interests for each of the Company’s segments (in thousands except percentages).

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)								($000)
	2005			%	2004			%	2005			%	2004			%
Financial Services:
Title Insurance	$	195,549		63	$	123,509		52	$	467,490		58	$	322,583		51
Specialty Insurance		13,605		4		8,334		4		36,463		5		32,431		5
		209,154		67		131,843		56		503,953		63		355,014		56
Information Technology:
Mortgage Information		34,933		11		52,690		22		107,158		13		131,029		21
Property Information		42,698		13		30,309		13		120,288		15		90,782		14
Credit Information		21,000		7		15,172		6		60,431		7		42,192		7
Screening Information		5,544		2		7,177		3		14,450		2		13,816		2
		104,175		33		105,348		44		302,327		37		277,819		44
Total before corporate expenses		313,329		100		237,191		100		806,280		100		632,833		100
Corporate expenses		(37,968	)			(35,186	)			(111,657	)			(100,507	)
Total	$	275,361			$	202,005			$	694,623			$	532,326

In general, the title insurance business is a lower profit margin business when compared to the Company’s other segments. The lower profit margins reflect the high cost of producing title evidence whereas the corresponding revenues are subject to

16

regulatory and competitive pricing restraints. Due to this relatively high proportion of fixed costs, title insurance profit margins generally improve as closed order volumes increase. In addition, title insurance profit margins are affected by the composition (residential or commercial) and type (resale, refinancing or new construction) of real estate activity. Profit margins from resale and new construction transactions are generally higher than from refinancing transactions because in many states there are premium discounts on, and cancellation rates are higher for, refinance transactions. Title insurance profit margins are also affected by the percentage of operating revenues generated by agency operations. Profit margins from direct operations are generally higher than from agency operations due primarily to the large portion of the premium that is retained by the agent. Most of the businesses included in the Information Technology group are database intensive, with a relatively high proportion of fixed costs. As such, profit margins generally improve as revenues increase. Revenues for the mortgage information segment, like the title insurance segment, are primarily dependent on the level of real estate activity and the cost and availability of mortgage funds. Revenues for the property information segment are, in part, dependent on real estate activity, but are less cyclical than title insurance and mortgage information revenues as a result of a significant subscription-based revenue stream. Revenues for the credit information segment are in part impacted by real estate activity, but also by the consumer and automobile sectors. Corporate expenses totaled $38.0 million and $111.7 million for the three and nine months ended September 30, 2005, respectively, increases of $2.8 million and $11.2 million when compared with the same periods of the prior year. These increases were primarily due to $2.9 million of costs incurred during the third quarter 2005 in connection with the contribution of the Company’s credit segment to its publicly traded subsidiary, First Advantage Corporation.

INCOME TAXES

The effective income tax rate (income tax expense as a percentage of pretax income after minority interest expense) was 41.0% for the nine months ended September 30, 2005, and 40.2% for the same period of the prior year. The increase in effective rate was primarily attributable to one-time expenses totaling $12.7 million incurred during the second and third quarters of 2005 that were not deductible for income taxes purposes. These one-time charges included the $5.0 million settlement reached with the California Department of Insurance and merger expenses totaling $6.9 million incurred by the Company and its subsidiary, First Advantage Corporation. A large portion of the Company’s minority interest expense is attributable to a limited liability company subsidiary which, for tax purposes, is treated as a partnership. Accordingly, no income taxes have been provided for that portion of the minority interest expense.

MINORITY INTERESTS

Minority interest expense was $25.1 million and $71.2 million for the three and nine months ended September 30, 2005, respectively, increases of $1.1 million and $5.1 million when compared with the same periods of the prior year. These increases were primarily attributable to the increase in operating results of the Company’s joint venture with Experian.

NET INCOME

Net income for the three and nine months ended September 30, 2005, was $149.1 million, or $1.51 per diluted share, and $367.8 million, or $3.79 per diluted share, respectively. Net income for the three and nine months ended September 30, 2004, was $107.2 million, or $1.17 per diluted share, and $278.7 million, or $3.07 per diluted share, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Total cash and cash equivalents increased $292.2 million for the nine months ended September 30, 2005, and increased $33.7 million for the nine months ended September 30, 2004. The increase for the current year period was primarily due to cash provided by operating activities and deposits at the Company’s trust and thrift divisions, offset in part by purchases of debt and equity securities, cash paid for company acquisitions, and capital expenditures. The increase for the prior year period was due primarily to cash provided by operating activities, offset in part by cash paid for company acquisitions and capital expenditures.

Notes and contracts payable as a percentage of total capitalization decreased to 20.8% at September 30, 2005 from 22.7% at December 31, 2004. This decrease was primarily due to an increase in equity due primarily to net income for the current period and shares issued in connection with company acquisitions and employee benefit plans.

Management believes that all of its anticipated operating cash requirements for the immediate future will be met from internally generated funds.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary exposure to market risk relates to interest rate risk associated with certain financial instruments. Although the Company monitors its risk associated with fluctuations in interest rates, it does not currently use derivative financial instruments to hedge these risks.

The Company is also subject to equity price risk as related to its equity securities. Although the Company has operations in certain foreign countries, these operations, in the aggregate, are not material to the Company’s financial condition or results of operations.

There have been no material changes in the Company’s risks since filing its Form 10-K for the year ended December 31, 2004.

Item 4. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There was no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: Other Information

Item 1. Legal Proceedings

The Company and its subsidiaries have been named in various class action lawsuits related to its title operations, including suits alleging that premiums charged to builders for title insurance policies violated the Real Estate Settlement Procedures Act and that one of our subsidiaries violated the law by failing to disclose the cost of certain services obtained from third party vendors and any related mark-up of such services. We have assessed the potential loss associated with each case based on the existing facts and estimated range of exposure. In cases where we have determined that a loss is probable, we have recorded a reserve in the amount of the estimated loss; however, actual losses may materially differ from the amounts recorded. We do not believe that the ultimate resolution of these cases, either individually or in the aggregate, will have a material adverse affect on its financial condition, results of operations or cash flows.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. In October 2005 the trial court denied our motions to set aside the damage awards, among other matters. We have filed a notice of appeal with the United States Circuit Court of Appeals. We continue to believe we have strong grounds to overturn this judgment. Pending the outcome of our appeal, we reserved in a prior quarter $10.0 million in connection with this matter.

The Company is involved in numerous routine legal proceedings related to its operations. While the ultimate disposition of each proceeding is not determinable, the Company does not believe that any of such proceedings will have a material adverse affect on its financial condition or results of operations.

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

The following table describes purchases by the Company of the Company’s Common shares which settled during each period set forth in the table. Prices in column (b) include commissions. Purchases described in column (c) were made pursuant to the share repurchase program announced by the Company on May 18, 2004. On May 19, 2005, the Company announced an amendment to this plan, which amendment increased the amount of shares that the Company may repurchase by $100

18

million. The amounts in column (d) reflect the effect of this amendment. Under this plan, which has no expiration date, the Company may repurchase up to $200 million of the Company’s issued and outstanding Common shares.

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Period
July 1 to July 31, 2005	—	$	—	—	$	134,117,777
August 1 to August 31, 2005	30,000	$	41.08	30,000	$	132,885,377
September 1 to September 30, 2005	202,800	$	43.35	202,800	$	124,094,956
Total	232,800	$	43.05	232,800	$	124,094,956

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE FIRST AMERICAN CORPORATION
	(Registrant)
	/s/ Thomas A. Klemens
	Thomas A. Klemens
	Senior Executive Vice President, Chief Financial Officer
	/s/ Max O. Valdes
	Max O. Valdes
Date: November 9, 2005	Vice President, Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
(3)	Bylaws of The First American Corporation, as amended
(10)(a)	Amendment No. 4, dated September 1, 2005, to Management Supplemental Benefit Plan
(10)(b)	Amendment No. 6, dated September 1, 2005, to Executive Supplemental Benefit Plan
(31)(a)	Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(31)(b)	Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(32)(a)	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(32)(b)	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

21

EX-3

Exhibit 3

BYLAWS

OF

THE FIRST AMERICAN CORPORATION

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The location of the principal executive office of the corporation is 1 First American Way, Santa Ana, California. The board of directors may change the location of the principal executive office to any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, directors shall be elected, and any other proper business may be transacted.

Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be

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held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETING. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) (or if sent by third-class mail, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first or third-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first or third-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

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An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place; notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set forth for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704 inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater

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than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

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If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed or an electronic transmission authorized by the person and properly submitted to the corporation or its designated agent for such purpose. A proxy shall be deemed signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the

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meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and

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affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and to conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of the corporation shall be no less than 9 nor more than 17. The exact number of directors shall be 14 until changed, within the limits specified above, by a bylaw amending this Section 2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation; provided, however, that an amendment reducing the number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting of the shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16 2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual

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meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of

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organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section ll of this Article III. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

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Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or on any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

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(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) the appointment of any other committees of the board of directors or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, a chief operating officer, one or more vice presidents, one or more assistant secretaries, a treasurer, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

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Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in the case of an officer chosen by the board of directors, by an officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6(a). CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these bylaws. If there is no chief executive officer, the chairman of the board shall, in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 6(b) of this Article V.

Section 6(b). CHIEF EXECUTIVE OFFICER. Subject to the supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the chief executive officer shall be general manager of the corporation and shall, subject to the control of the board of directors have general supervision, direction, and control of the business and the officers of the corporation. The chief executive officer shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. The chief executive officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

Section 7(a). PRESIDENT. Subject to the supervisory powers, if any, as may be given by the board of directors to the chief executive officer, if there be such an officer, and subject to Section 6(b) of Article V of these bylaws, the president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. In the absence or nonexistence of a chairman of the board and/or a chief executive officer, the president shall preside at all meetings of the shareholders and the board of directors.

Section 7(b). CHIEF OPERATING OFFICER. Subject to the supervisory powers, if any, as may be given by the board of directors to the chief executive officer, if there be such an officer, the chief operating officer shall have the general powers and duties of management

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usually vested in the office of chief operating officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

Section 8. VICE PRESIDENT. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the president, or the chairman of the board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number of classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of the account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS; INSURANCE OF DIRECTORS AND OFFICERS

Section 1. INDEMNIFICATION. (i) The corporation shall indemnify its Officers and Directors to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the corporation is required to advance expenses to its Officers and Directors as incurred, including expenses relating to obtaining a determination that such Officers and Directors are entitled to indemnification, provided that they undertake to repay the amount advanced if it is ultimately determined that they are not entitled to indemnification; (iii) an Officer or Director may bring suit against the corporation if a claim for indemnification is not timely paid; (iv) the corporation may not retroactively amend this Section 1 in a way which is adverse to its Officers and Directors; (v) the provisions of subsections (i) through (iv) above shall apply to all past and present Officers and Directors of the corporation.

Indemnification of Agents of the corporation who are not its Officers and Directors shall be in accordance with the provisions of Section 317 of the Corporations Code of California.

The corporation may enter into indemnification agreements with its Directors, Officers and other Agents upon such terms and conditions as are deemed to be in the best interests of the corporation by its board of directors.

The other provisions of this Section 1 to the contrary notwithstanding, the corporation shall not be obligated:

(a) to indemnify or advance expenses to an Officer, Director or Agent with respect to proceedings or claims initiated or brought voluntarily by such Officer, Director or Agent and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under an indemnification agreement or any statute or law or otherwise as required under Section 317 of the Corporations Code of California, but such indemnification or advancement of expenses may be provided by the corporation in specific cases if the board of directors has approved the bringing of such suit;

(b) to indemnify an Officer, Director or Agent for any expenses incurred with respect to any proceeding instituted by such Officer, Director or Agent to enforce or interpret provisions of an indemnity agreement or this Section 1, if a court of competent jurisdiction determines that each of the material assertions made by the Officer, Director or Agent in such proceeding was not made in good faith or was frivolous;

(c) to indemnify an Officer, Director or Agent for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid or satisfied by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the corporation;

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provided that the corporation shall be obligated to remit to the Officer, Director or Agent any insurance proceeds received in respect of expenses or liabilities previously paid or satisfied by such Officer, Director or Agent;

(d) to indemnify an Officer, Director or Agent for expenses, judgments, fines or penalties sustained, or for an accounting of profits made from, the purchase and sale by such Officer, Director or Agent of securities of the corporation in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any amendments thereto or any similar provisions of any federal, state or local statutory law; or

(e) in the event a court of competent jurisdiction finally determines that such indemnification is unlawful.

The term “Officer” as used in this Section 1 shall mean each person who is, or was, appointed to the office of Chairman of the Board, President, Vice President, Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer, and such other office of the corporation as the board shall designate from time to time. The term “Director” as used in this Section 1 shall mean any person who is, or was, appointed to serve on the board of directors either by the shareholders or the remaining board members. The term “Agent” as used in this Section 1 shall have the same meaning as that set forth in Section 317(a) of the Corporations Code of California, except that it shall not include Officers and Directors.

Section 2. INSURANCE. The corporation may purchase and maintain insurance on behalf of its Directors, Officers and Agents, against any liability asserted against, or incurred by, any of them by reason of the fact that such person is, or was, a Director, Officer or Agent of the corporation, whether or not the corporation would have the power to indemnify such persons against such liability under the General Corporation Law of California.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that

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list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the latter of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during the usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during the usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person, or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty days (120) after the close of the fiscal year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 5 of Article II of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial

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position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period that has been prepared by the corporation, shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at any reasonable time to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the period commencing on April 1 and ending on September 30 in each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of the chief executive officer, secretary and chief financial officer, the street address of its principal executive office or principal business office in this state and the general type of business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or president or vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificates may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before

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that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX to adopt, amend or repeal bylaws, bylaws may be adopted, amended or repealed by the board of directors; provided, however, that the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in the articles of incorporation or in Section 2 of Article III of these bylaws.

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EX-10.A

Exhibit 10 (a)

AMENDMENT NO. 4

TO

The First American Corporation

MANAGEMENT SUPPLEMENTAL BENEFIT PLAN

This Amendment No. 4 to The First American Corporation Management Supplemental Benefit Plan (hereinafter referred to as the “Plan”) is effective as of September 1, 2005, and modifies such Plan as set forth below:

A new Section 5(e) is added to the Plan to read in full as follows:

(e) Forfeiture in The Event of Competition

(i) 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 Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall forfeit all right, title and interest in and to any benefits payable under the Plan.

(ii) 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 Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall not be entitled to receive the Retirement Income Benefit described in Section 3(b) and shall not accrue any additional benefits pursuant to the terms of the Plan on or after September 1, 2005, including, without limitation, (A) increases in accrued Retirement Income Benefits attributable to inclusion of any Covered Compensation received subsequent to said date in the determination of such Executive’s Final Average Compensation or (B) elimination of Early Retirement reductions pursuant to Section 3(c). Any such benefits vested prior to September 1, 2005, with respect to an Executive who would be entitled to receive a Retirement Income Benefit under Section 3(c) had he or she retired prior to said date shall not be forfeited or reduced in the event such Executive engages in Competition.

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(iii) For purposes of this Section 5(e), Competition shall mean 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 below) in or with a Competing Business (as defined below);

(B) the misappropriation, sale, transfer, use or disclosure of the Employer’s trade secret, confidential or proprietary information;

(C) any action or attempt by the Executive, directly or indirectly, either for himself/herself 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 Employer, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer; or

(D) any action or attempt by the Executive, directly or indirectly, either for himself/herself or for any other person or entity, to solicit or induce any customer or potential customer of the Employer to cease or not commence doing business, in whole or in part, with or through the Employer, or to do business with any other person, firm, partnership, corporation or any Competing Business.

(iv) A “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 Employer or any affiliate of the Employer in any locality worldwide. A “Competing Business” includes, without limitation, any start-up or other entity in formation.

(v) “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.

(vi) 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 Employer.

(vii) Nothing in this Section 5(e) restrains an Executive in any way from engaging in any lawful profession, trade or business of

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any kind. Rather, this Section 5(e) provides for a forfeiture of certain benefits in the event of Competition with the Employer.

Section 9 of the Plan is amended to read in full as follows:

9. Claims Procedure

(a) Filing Claim for Benefits

A person who believes that he or she is being denied payment of a vested benefit to which he or she is entitled under the Plan (hereinafter “Claimant”) must file a written request for such benefit with the Committee, setting forth his or her claim, including a statement of the reason(s) why such benefit has become vested and payable. The request must be addressed to the Committee at its then principal place of business. The claim must be dated and signed by the Claimant or his or her authorized representative, and must contain the Claimant’s address and telephone number.

If a claim is wholly or partially denied, the Committee or its delegate shall, within a reasonable period of time not to exceed ninety (90) days after receipt of the claim, provide written notice to the Claimant setting forth the following in a manner reasonably calculated to be understood by the Claimant:

(i) The specific reason or reasons for the denial;

(ii) Specific reference to pertinent Plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) An explanation of the Plan’s review procedures and time limits, including, where appropriate, the Claimant’s right to bring a lawsuit under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse benefit determination on review.

If special circumstances require an extension of time for processing the claim, the Committee or its delegate may extend the period for an additional ninety (90) days by furnishing written notice of the extension and the special circumstances to the Claimant prior to the termination of the initial 90-day period.

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If notice of denial of the claim is not furnished to a Claimant within these periods, and the claim has not been granted within these periods, the claim shall be deemed denied for the purposes of review.

(b) Appeals Procedure

A Claimant who wishes to appeal the denial of a claim must deliver to the Committee a written application for review within sixty (60) days after receipt by the Claimant of written notification of denial of the claim. Such written application must be addressed to the Secretary of the Employer, at its then principal place of business. The written application must be dated and signed by the Claimant or his or her authorized representative and must request a review of the prior denial of the claim. The Claimant shall be entitled to a full and fair review of the denial of his or her claim, including the opportunity to submit issues and comments in writing.

Any new information will be considered without regard to whether it was submitted in the initial determination for benefits. On appeal, the Claimant or the Claimant’s representative may also review all relevant documents, records, and other information pertaining to the claim for benefits which were relied upon, submitted, considered or generated in the course of making such benefit determination. The Claimant may also request a copy of such documents free of charge.

The Committee shall make its decision on the appeal within a reasonable period of time not to exceed sixty (60) days after receipt of the request for review, unless special circumstances (such as the need to hold a hearing, if in the Committee’s determination a hearing is necessary or advisable) require an extension of time, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension and the special circumstances shall be furnished to the Claimant prior to the commencement of the extension. If the decision on review is not furnished within these time limits, the claim shall be deemed denied on review.

The decision on review shall be in writing, shall be written in a manner reasonably calculated to be understood by the Claimant, and shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, and notice that the Claimant is entitled to receive the relevant documents pertaining to the claim, and, where appropriate, that the Claimant has a right to bring an action under Section 502(a) of ERISA.

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The claims procedures set forth in this Section 9 shall be strictly adhered to by each Claimant under this Plan and no judicial or arbitration proceedings with respect to any claim for Plan benefits hereunder shall be commenced by any Claimant until the proceedings set forth herein shall have been exhausted in full.

Executed at Santa Ana, California, this 25th day of August, 2005.

The First American Corporation
By:	/s/    PARKER S. KENNEDY
	Parker S. Kennedy
Its:	Chairman of the Board,
	Chief Executive Officer
By:	/s/    MARK R. ARNESEN
	Mark R Arnesen
Its:	Vice President, Secretary

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EX-10.B

Exhibit 10 (b)

AMENDMENT NO. 6

TO

The First American Corporation

EXECUTIVE SUPPLEMENTAL BENEFIT PLAN

This Amendment No. 6 to The First American Corporation Executive Supplemental Benefit Plan (hereinafter referred to as the “Plan”) is effective as of September 1, 2005, and modifies such Plan as set forth below:

A new Section 5(e) is added to the Plan to read in full as follows:

(e) Forfeiture in The Event of Competition

(i) 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 Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall forfeit all right, title and interest in and to any benefits payable under the Plan.

(ii) 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 Employer on or after September 1, 2005, such Executive and his or her Beneficiary shall not be entitled to receive the Retirement Income Benefit described in Section 3(b) and shall not accrue any additional benefits pursuant to the terms of the Plan on or after September 1, 2005, including, without limitation, (A) increases in accrued Retirement Income Benefits attributable to inclusion of any Covered Compensation received subsequent to said date in the determination of such Executive’s Final Average Compensation or (B) elimination of Early Retirement reductions pursuant to Section 3(c). Any such benefits vested prior to September 1, 2005, with respect to an Executive who would be entitled to receive a Retirement Income Benefit under Section 3(c) had he or she retired prior to said date shall not be forfeited or reduced in the event such Executive engages in Competition.

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(iii) For purposes of this Section 5(e), Competition shall mean 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 below) in or with a Competing Business (as defined below);

(B) the misappropriation, sale, transfer, use or disclosure of the Employer’s trade secret, confidential or proprietary information;

(C) any action or attempt by the Executive, directly or indirectly, either for himself/herself 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 Employer, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer; or

(D) any action or attempt by the Executive, directly or indirectly, either for himself/herself or for any other person or entity, to solicit or induce any customer or potential customer of the Employer to cease or not commence doing business, in whole or in part, with or through the Employer, or to do business with any other person, firm, partnership, corporation or any Competing Business.

(iv) A “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 Employer or any affiliate of the Employer in any locality worldwide. A “Competing Business” includes, without limitation, any start-up or other entity in formation.

(v) “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.

(vi) 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 Employer.

(vii) Nothing in this Section 5(e) restrains an Executive in any way from engaging in any lawful profession, trade or business of

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any kind. Rather, this Section 5(e) provides for a forfeiture of certain benefits in the event of Competition with the Employer.

Section 9 of the Plan is amended to read in full as follows:

9. Claims Procedure

(a) Filing Claim for Benefits

A person who believes that he or she is being denied payment of a vested benefit to which he or she is entitled under the Plan (hereinafter “Claimant”) must file a written request for such benefit with the Committee, setting forth his or her claim, including a statement of the reason(s) why such benefit has become vested and payable. The request must be addressed to the Committee at its then principal place of business. The claim must be dated and signed by the Claimant or his or her authorized representative, and must contain the Claimant’s address and telephone number.

If a claim is wholly or partially denied, the Committee or its delegate shall, within a reasonable period of time not to exceed ninety (90) days after receipt of the claim, provide written notice to the Claimant setting forth the following in a manner reasonably calculated to be understood by the Claimant:

(i) The specific reason or reasons for the denial;

(ii) Specific reference to pertinent Plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) An explanation of the Plan’s review procedures and time limits, including, where appropriate, the Claimant’s right to bring a lawsuit under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse benefit determination on review.

If special circumstances require an extension of time for processing the claim, the Committee or its delegate may extend the period for an additional ninety (90) days by furnishing written notice of the extension and the special circumstances to the Claimant prior to the termination of the initial 90-day period.

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If notice of denial of the claim is not furnished to a Claimant within these periods, and the claim has not been granted within these periods, the claim shall be deemed denied for the purposes of review.

(b) Appeals Procedure

A Claimant who wishes to appeal the denial of a claim must deliver to the Committee a written application for review within sixty (60) days after receipt by the Claimant of written notification of denial of the claim. Such written application must be addressed to the Secretary of the Employer, at its then principal place of business. The written application must be dated and signed by the Claimant or his or her authorized representative and must request a review of the prior denial of the claim. The Claimant shall be entitled to a full and fair review of the denial of his or her claim, including the opportunity to submit issues and comments in writing.

Any new information will be considered without regard to whether it was submitted in the initial determination for benefits. On appeal, the Claimant or the Claimant’s representative may also review all relevant documents, records, and other information pertaining to the claim for benefits which were relied upon, submitted, considered or generated in the course of making such benefit determination. The Claimant may also request a copy of such documents free of charge.

The Committee shall make its decision on the appeal within a reasonable period of time not to exceed sixty (60) days after receipt of the request for review, unless special circumstances (such as the need to hold a hearing, if in the Committee’s determination a hearing is necessary or advisable) require an extension of time, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension and the special circumstances shall be furnished to the Claimant prior to the commencement of the extension. If the decision on review is not furnished within these time limits, the claim shall be deemed denied on review.

The decision on review shall be in writing, shall be written in a manner reasonably calculated to be understood by the Claimant, and shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, and notice that the Claimant is entitled to receive the relevant documents pertaining to the claim, and, where appropriate, that the Claimant has a right to bring an action under Section 502(a) of ERISA.

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The claims procedures set forth in this Section 9 shall be strictly adhered to by each Claimant under this Plan and no judicial or arbitration proceedings with respect to any claim for Plan benefits hereunder shall be commenced by any Claimant until the proceedings set forth herein shall have been exhausted in full.

Executed at Santa Ana, California, this 25th day of August, 2005.

The First American Corporation
By:	/s/    PARKER S. KENNEDY
	Parker S. Kennedy
Its:	Chairman of the Board,
	Chief Executive Officer
By:	/s/    MARK R. ARNESEN
	Mark R Arnesen
Its:	Vice President, Secretary

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EX-31.A

Exhibit 31(a)

CERTIFICATIONS

I, Parker S. Kennedy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The First American Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ Parker S. Kennedy

Parker S. Kennedy

Chairman and Chief Executive Officer

(Principal Executive Officer)

EX-31.B

Exhibit 31(b)

CERTIFICATIONS

I, Thomas A. Klemens, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The First American Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ Thomas A. Klemens

Thomas A. Klemens

Senior Executive Vice President,

Chief Financial Officer

(Principal Financial Officer)

EX-32.A

Exhibit (32)(a)

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of The First American Corporation (the “Company”) for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Parker S. Kennedy, chief executive officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Parker S. Kennedy

Parker S. Kennedy

Chairman and Chief Executive Officer

November 9, 2005

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.B

Exhibit (32)(b)

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of The First American Corporation (the “Company”) for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Klemens, chief financial officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Thomas A. Klemens

Thomas A. Klemens

Senior Executive Vice President

Chief Financial Officer

November 9, 2005

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.