-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SD1te5/YsKltZmO6EozNzy0JPK5fanSCUUFhxs624seDei6JMMLk9CBZjjRnStz2 wWSE8gZk4yXtoIIfqqV3Yg== 0000950127-04-000287.txt : 20040304 0000950127-04-000287.hdr.sgml : 20040304 20040304125548 ACCESSION NUMBER: 0000950127-04-000287 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040304 EFFECTIVENESS DATE: 20040304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN CORP CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 951068610 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-113269 FILM NUMBER: 04648142 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-800-3000 MAIL ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 S-8 1 a277298.txt FORM S-8 As filed with the Securities and Exchange Commission on March 4, 2004 Registration No. 333-[_____] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------- THE FIRST AMERICAN CORPORATION (Exact Name of Registrant as Specified in Its Charter) California 95-1068610 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1 First American Way Santa Ana, California 92707-5913 (Address of Principal Executive Offices) ---------------- THE FIRST AMERICAN CORPORATION 1996 STOCK OPTION PLAN (Full title of the plan) ---------------- Mark R Arnesen, Esq. (Copy to) Secretary Neil W. Rust, Esq. The First American Corporation White & Case 1 First American Way 633 West Fifth Street Santa Ana, California 92707 Los Angeles, California 90071 (714) 800-3000 (213) 620-7700 (Name, Address and Telephone Number of Agent For Service) ---------------- CALCULATION OF REGISTRATION FEE
======================================= ======================= ==================== =================== ================= Proposed Proposed Maximum Amount Maximum Aggregate Amount Of Title of Securities To Be Offering Price Offering Registration To Be Registered Registered (1) Per Share (3) Price (3) Fee - --------------------------------------- ----------------------- -------------------- ------------------- ----------------- Common shares, $1.00 par value (2) 6,000,000 shares $31.33 $187,980,000 $23,818 (4) - --------------------------------------- ----------------------- -------------------- ------------------- ----------------- ======================================= ======================= ==================== =================== =================
(1) In accordance with Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus included in this Registration Statement is a combined prospectus which also relates to Registration Statement No. 333-19065 pursuant to which 5,625,000 common shares have previously been registered and Registration No. 333-76701 pursuant to which an additional 3,000,000 common shares have previously been registered. The registration fees with respect to such previously registered common shares has previously been paid. This Registration Statement also covers an indeterminate number of common shares that may be issuable by reason of stock splits, stock dividends, recapitalizations or similar transactions in accordance with Rule 416 under the Securities Act. (2) The common shares being registered hereunder include the associated rights to purchase First American's Series A Junior Participating Preferred Shares. Such rights initially are attached to and trade with the common shares being registered hereunder. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Common shares registered on the New York Stock Exchange on March 1, 2004. (4) Computed in accordance with Section 6(b) of the Securities Act by multiplying 0.00012670 by the proposed maximum aggregate offering price. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS All information required by Part I to be contained in the prospectus is omitted from this registration statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The SEC allows First American to "incorporate by reference" information into this registration statement which means that First American can disclose important information to you by referring you to another document that First American filed separately with the SEC. Accordingly, this registration statement incorporates by reference the documents set forth below that First American has previously filed with the SEC. These documents contain important business and financial information about First American, including information concerning its financial performance. First American incorporates by reference into this registration statement the following documents: o our annual report on Form 10-K for the year ended December 31, 2002; o our quarterly reports on Form 10-Q for the periods ended March 31, 2003, June 30, 2003 and September 30, 2003; o our current reports on Form 8-K filed September 4, 2003 and October 2, 2003; o the description of our common shares, $1.00 par value, contained in our registration statement on Form 8-A, dated November 19, 1993, which registers the shares under Section 12(b) of the Exchange Act; and o the description of Rights to Purchase Series A Junior Participating Preferred Shares, which may be transferred with our common shares, contained in our registration statement on Form 8-A, dated November 7, 1997, which registers the rights under Section 12(b) of the Exchange Act. All documents subsequently filed by First American pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to shareholders or other document that is not deemed filed under such provisions. For purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Subject to certain limitations, Section 317 of the California Corporations Code provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent (which term includes officers and directors) of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The California indemnification statute, as provided in Section 317 of the California Corporations Code (noted above), is nonexclusive and allows a corporation to expand the scope of indemnification provided, whether by provisions in its Bylaws or by agreement, to the extent authorized in the corporation's articles. The Restated Articles of Incorporation of First American provide that: "The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law." The effect of this provision is to exculpate directors from any liability to First American, or anyone claiming on First American's behalf, for breaches of the directors' duty of care. However, the provision does not eliminate or limit the liability of a director for actions taken in his capacity as an officer. In addition, the provision applies only to monetary damages and is not intended to impair the rights of parties suing on behalf of First American to seek equitable remedies (such as actions to enjoin or rescind a transaction involving a breach of the directors' duty of care or loyalty). The Bylaws of First American provide that, subject to certain qualifications, "(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." "Officer" includes the following officers of First American: Chairman of the Board, President, Vice President, Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer and such other officers as the board shall designate from time to time. "Director" of First American means any person appointed to serve on First American's board of directors either by its shareholders or by the remaining board members. Each of First American's 1996 Stock Option Plan, 1997 Directors' Stock Plan, 2003 Title Agent Stock Purchase Plan, 401(k) Savings Plan, Pension Plan, Pension Restoration Plan and Employee Profit Sharing and Stock Ownership Plan (for purposes of this paragraph only, each individually, the "Plan") provides that, subject to certain conditions, First American may, through the purchase of insurance or otherwise, indemnify each member of the Board (or board of directors of any affiliate), each member of the committee charged with administering the Plan, and any other employees to whom any responsibility with respect to the Plan is allocated or delegated, from and against any and all claims, losses, damages, and expenses, including attorneys' fees, and any liability, including any amounts paid in settlement with First American's approval, arising from the individual's action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such person. First American's Deferred Compensation Plan (for purposes of this paragraph only, the "Plan") provides that, "To the extent permitted by applicable state law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law." Each of First American's Management Supplemental Benefit Plan and Executive Supplemental Benefit Plan (for purposes of this paragraph only, each individually, the "Plan") provides that, subject to certain conditions, First American may, through the purchase of insurance or otherwise, indemnify and hold harmless, to the extent permitted by law, the members of the Board of Directors and any other employees to whom any responsibility with respect to the administration of the Plan has been delegated against any and all costs, expenses and liabilities (including attorneys' fees) incurred by such parties in performing their duties and responsibilities under the Plan, provided that such party or parties were not guilty of willful misconduct. First American has policies of liability insurance which insure its directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits are filed as part of this registration statement: Exhibit Number Description - ------- ----------- 4.1 Restated Articles of Incorporation of First American dated July 14, 1998 (incorporated by reference from Exhibit 3.1 of Amendment No. 1, dated July 28, 1998, to First American's Registration Statement No. 333-53681 on Form S-4). 4.2 Certificate of Amendment of Articles of Incorporation of First American dated April 23, 1999 (incorporated by reference from Exhibit (3) to First American's quarterly report on Form 10-Q for the quarter ended March 31, 1999). 4.3 Certificate of Amendment of Restated Articles of Incorporation of First American dated May 11, 2000 (incorporated by reference from Exhibit 3.1 to First American's current report on Form 8-K dated June 12, 2000). 4.4 Bylaws of First American, as amended (incorporated by reference from Exhibit 3(d) to First American's annual report on Form 10-K for the year ended December 31, 2000). 4.5 Description of First American's capital stock in Article Sixth of First American's Restated Articles of Incorporation (contained in Exhibits 4.1, 4.2 and 4.3). 4.6 Rights Agreement (incorporated by reference from Exhibit 4 of First American's Registration Statement on Form 8-A dated November 7, 1997). 4.7 The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4 of First American's Registration Statement on Form S-8 dated December 31, 1996). 4.8 Amendment No. 1, dated February 26, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.4 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.9 Amendment No. 2, dated June 22, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.5 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.10 Amendment No. 3, dated July 7, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.6 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.11 Amendment No. 4, dated April 22, 1999, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(a) of the First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.12 Amendment No. 5, dated February 29, 2000 to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(o) of First American's Annual Report on Form 10-K for the fiscal year ended December 31, 1999). 4.13 Amendment No. 6, dated July 19, 2000, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(b) of the First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 4.14 Amendment No. 7, dated June 4, 2002, to The First American Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(a) of First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). 5 Opinion of White & Case LLP. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants to First American. 23.2 Consent of White & Case LLP (contained in Exhibit 5). 24 Power of Attorney. Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during the period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any additional or changed material information on the plan of distribution; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by First American pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on March 4, 2004. THE FIRST AMERICAN CORPORATION By: /s/ Parker S. Kennedy -------------------------------------- Parker S. Kennedy, President, Chief Executive Officer and Chairman (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: March 4, 2004 By: /s/ Parker S. Kennedy ------------------------------------------ Parker S. Kennedy, President, Chief Executive Officer and Chairman (Principal Executive Officer) Date: March 4, 2004 By: /s/ Thomas A. Klemens ------------------------------------------ Thomas A. Klemens, Senior Executive Vice President, Chief Financial Officer (Principal Financial Officer) Date: March 4, 2004 By: /s/ Max O. Valdes ----------------------------------------- Max O. Valdes, Vice President, Chief Accounting Officer (Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: March 4, 2004 By: /s/ D.P. Kennedy ----------------------------------- D.P. Kennedy, Chairman Emeritus and Director Date: March 4, 2004 By: * ----------------------------------- Gary J. Beban, Director Date: March 4, 2004 By: * ----------------------------------- J. David Chatham, Director Date: March 4, 2004 By: * ----------------------------------- William G. Davis, Director Date: March 4, 2004 By: * ----------------------------------- James L. Doti, Director Date: March 4, 2004 By: * ----------------------------------- Lewis W. Douglas, Jr., Director Date: March 4, 2004 By: * ----------------------------------- Paul B. Fay, Jr., Director Date: March 4, 2004 By: * ----------------------------------- Frank E. O'Bryan, Director Date: By: ----------------------------------- Roslyn B. Payne, Director Date: March 4, 2004 By: * ----------------------------------- D. Van Skilling, Director Date: March 4, 2004 By: * ----------------------------------- Herbert B. Tasker, Director Date: March 4, 2004 By: * ----------------------------------- Virginia M. Ueberroth, Director *By: /s/ Mark R Arnesen ---------------------------------- Mark Arnesen Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Restated Articles of Incorporation of First American dated July 14, 1998 (incorporated by reference from Exhibit 3.1 of Amendment No. 1, dated July 28, 1998, to First American's Registration Statement No. 333-53681 on Form S-4). 4.2 Certificate of Amendment of Articles of Incorporation of First American dated April 23, 1999 (incorporated by reference from Exhibit (3) to First American's quarterly report on Form 10-Q for the quarter ended March 31, 1999). 4.3 Certificate of Amendment of Restated Articles of Incorporation of First American dated May 11, 2000 (incorporated by reference from Exhibit 3.1 to First American's current report on Form 8-K dated June 12, 2000). 4.4 Bylaws of First American, as amended (incorporated by reference from Exhibit 3(d) to First American's annual report on Form 10-K for the year ended December 31, 2000). 4.5 Description of First American's capital stock in Article Sixth of First American's Restated Articles of Incorporation (contained in Exhibits 4.1, 4.2 and 4.3). 4.6 Rights Agreement (incorporated by reference from Exhibit 4 of First American's Registration Statement on Form 8-A dated November 7, 1997). 4.7 The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4 of First American's Registration Statement on Form S-8 dated December 31, 1996). 4.8 Amendment No. 1, dated February 26, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.4 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.9 Amendment No. 2, dated June 22, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.5 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.10 Amendment No. 3, dated July 7, 1998, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 4.6 of First American's Registration Statement on Form S-8 dated April 21, 1999). 4.11 Amendment No. 4, dated April 22, 1999, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(a) of the First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.12 Amendment No. 5, dated February 29, 2000 to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(o) of First American's Annual Report on Form 10-K for the fiscal year ended December 31, 1999). 4.13 Amendment No. 6, dated July 19, 2000, to The First American Financial Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(b) of the First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 4.14 Amendment No. 7, dated June 4, 2002, to The First American Corporation 1996 Stock Option Plan (incorporated by reference from Exhibit 10(a) of First American's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). 5 Opinion of White & Case LLP. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants to First American. 23.2 Consent of White & Case LLP (contained in Exhibit 5). 24 Power of Attorney. EX-5 3 exh-5.txt LEGAL OPINION EXHIBIT 5 [LETTERHEAD OF WHITE & CASE LLP] March 4, 2004 The First American Corporation One First American Way Santa Ana, California 92707 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special counsel to The First American Corporation, a California corporation (the "Company"), and are familiar with the proceedings and documents relating to the proposed registration by the Company, through a Registration Statement on Form S-8 (the "Registration Statement"), to be filed by the Company with the Securities and Exchange Commission, of (a) up to 6,000,000 of the Company's Common shares, $1.00 par value (the "Stock"), issuable under The First American Corporation 1996 Stock Option Plan (the "Plan") and (b) a related number of rights to purchase $1.00 par value Series A Junior Participating Preferred Shares (the "Rights" and, collectively with the Stock, the "Shares") pursuant to that certain Rights Agreement dated as of October 23, 1997 (the "Rights Agreement"). For the purposes of rendering this opinion, we have examined originals or photostatic copies of the Plan, the Rights Agreement and such corporate records, agreements and other documents of the Company as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In connection with our examination of such documents, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. With respect to instruments executed by natural persons, we have assumed the legal competency and authority of such persons. As to facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of the Company. Based on the foregoing, in reliance thereon and subject to compliance with applicable state securities laws and the assumptions and qualifications set forth herein, we are of the opinion that the Shares, when issued and delivered in accordance with the terms and conditions set forth in the Plan, the Rights Agreement and any related documents, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ White & Case LLP NWR:JSR EX-23 4 exh-23_1.txt CONSENT OF ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2003 relating to the consolidated financial statements and financial statement schedules of The First American Corporation, which appears in The First American Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP San Francisco, CA March 4, 2004 EX-24 5 exh-24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of The First American Corporation, a California corporation (the "Corporation"), hereby constitute and appoint Parker S. Kennedy and Mark R Arnesen, and each of them, the true and lawful agents and attorneys-in-fact of the undersigned, with full power and authority in said agents and attorneys-in-fact, and in either or both of them, to sign for the undersigned and in their respective names as directors of the Corporation the Registration Statement on Form S-8 to be filed with the United States Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, and any amendment or amendments to such Registration Statement, relating to the common shares, par value $1.00 per share, of the Corporation to be offered thereunder, and the undersigned ratify and confirm all acts taken by such agents and attorneys-in-fact, or either or both of them, as herein authorized. This Power of Attorney may be executed in one or more counterparts. Date: February 26, 2004 By: /s/ Gary J. Beban ------------------------------------ Gary J. Beban, Director Date: February 26, 2004 By: /s/ J. David Chatham ------------------------------------ J. David Chatham, Director Date: February 26, 2004 By: /s/ William G. Davis ------------------------------------ William G. Davis, Director Date: February 26, 2004 By: /s/ James L. Doti ------------------------------------ James L. Doti, Director Date: February 26, 2004 By: /s/ Lewis W. Douglas, Jr. ------------------------------------ Lewis W. Douglas, Jr., Director Date: February 26, 2004 By: /s/ Paul B. Fay, Jr. ------------------------------------ Paul B. Fay, Jr., Director Date: February 26, 2004 By: /s/ Frank E. O'Bryan ------------------------------------ Frank E. O'Bryan, Director Date: By: ------------------------------------ Roslyn B. Payne, Director Date: February 26, 2004 By: /s/ D. Van Skilling ------------------------------------ D. Van Skilling, Director Date: February 26, 2004 By: /s/ Herbert B. Tasker ------------------------------------ Herbert B. Tasker, Director Date: February 26, 2004 By: /s/ Virginia M. Ueberroth ------------------------------------ Virginia M. Ueberroth, Director -----END PRIVACY-ENHANCED MESSAGE-----