S-3/A

As filed with the Securities and Exchange Commission on July 14, 2004

Registration No. 333-116855

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3/A

PRE-EFFECTIVE AMENDMENT NO. 1

TO

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 Incorporation or Organization)	(I.R.S. Employer Identification Number)

1 First American Way

Santa Ana, California 92707-5913

(714) 800-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kenneth D. DeGiorgio, Esq.

General Counsel

The First American Corporation

1 First American Way

Santa Ana, California 92707-5913

(714) 800-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

With a copy to:

Neil W. Rust, Esq.

White & Case LLP

633 West Fifth Street

Los Angeles, California 90071

(213) 620-7700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ Registration No.                         

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ Registration No.                         

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Amount Of Registration Fee
Senior notes	$	150,000,000	100	%(1)	$	150,000,000	(1)	$	19,005	(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Subject to completion, dated July 14, 2004

Prospectus

The First American Corporation

$150,000,000

[            ]% Senior Notes Due 20[            ]

Interest payable [            ] and [            ]

Issue Price: [            ]

The senior notes will mature on [            ], 20[            ]. Interest will accrue from [            ], 200[            ]. We may redeem the senior notes in whole or in part at any time and from time to time at the redemption prices described on page [            ].

Investing in our senior notes involves risk. See “ Risk Factors” beginning on page 6 for a discussion of certain risks that you should consider before investing in our senior notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Price to Public(1)	Underwriting Discounts	Proceeds to Us, Before Expenses
Per senior note
Total

(1) Plus accrued interest from the original date of issuance, if any.

The senior notes will not be listed on any securities exchange. Currently, there is no public market for the senior notes.

We expect that delivery of the senior notes will be made to investors in book-entry form through The Depository Trust Company on or about [            ], 2004.

JPMorgan

This prospectus is dated [            ], 2004

In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in each prospectus supplement, if any. We have not, and the underwriters have not, authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement is accurate only as of the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

Table of Contents

	Page
Prospectus Summary	1
Risk Factors	6
Capitalization	9
Ratio of Earnings to Fixed Charges	9
Use of Proceeds	9
Description of the Senior Notes	10
Underwriting	19
Where You Can Find More Information	20
Documents Incorporated by Reference	21
Special Note of Caution Regarding Forward-Looking Statements	22
Legal Matters	23
Experts	23

i

Prospectus Summary

This summary contains basic information about us and our offering of the senior notes. It does not contain all the information that is important to you. You should read the following summary together with the more detailed information and financial statements and notes to the financial statements contained elsewhere or incorporated by reference in this prospectus, as described under the heading “Where You Can Find More Information.” To fully understand this offering, you should read all of these documents.

Our Company

We are engaged in the business of providing business information and related products and services. Our operations include six reportable segments segregated into two business groups. The first group, Financial Services, includes title insurance and specialty insurance. The second group, Information Technology, includes mortgage information, property information, credit information and screening information. The title insurance segment issues policies, which are insured statements of the condition of title to real property, and provides other related services, including trust, banking and investment advisory services. The specialty insurance segment provides home warranties, which protect homeowners against defects in home fixtures, and also offers property and casualty insurance. The mortgage information segment primarily provides to mortgage lender customers flood zone determination reports that provide information on whether or not a property is in a special flood hazard area, the status of tax payments on real property securing loans, default services, and other mortgage information services. The property information segment supplies core real estate data, providing, among other things, property valuation information, title information, tax information and imaged title documents. The credit information segment provides conventional credit information as well as sub-prime credit information. The screening information segment, which comprises First Advantage Corporation, a Nasdaq-listed company, provides employment screening and other occupational health services, resident screening, risk mitigation services and consumer location services.

Our principal executive office is located at 1 First American Way, Santa Ana, California 92707-5913, and our telephone number is (714) 800-3000.

The Offering

Issuer The First American Corporation.

Securities Offered $150,000,000 aggregate principal amount of [ ]% senior notes.

Maturity Date [                    ].

Interest Payment Dates [                    ] and [                    ], commencing [                    ].

Optional Redemption We may redeem the senior notes, in whole at any time or in part from time to time, at our option on not less than 30 days’ and not more than 60 days’ notice, at the redemption prices described on page 11 under the heading “Optional Redemption.”

1

Ranking The senior notes will:

• be general obligations that are not secured by any assets of ours or our subsidiaries;

• rank equally in right of payment with all of our current and future unsecured debt that is not expressly stated to be junior in right of payment to the senior notes;

• effectively rank junior in right of payment to the current and future debt and other liabilities of our subsidiaries; and

• rank junior to any secured debt to the extent of the assets securing such debt.

Covenants The indenture and indenture supplement under which the senior notes will be issued contain certain restrictions on our company. These include restrictions on our ability to:

• incur liens on certain of our licensed insurance companies; and

• merge with, or sell or lease all or substantially all of our assets to, another person if that person does not assume our responsibilities under the senior notes.

Use of Proceeds We estimate that we will receive net proceeds from this offering of approximately $[ ] million, which we intend to use for general corporate purposes, including working capital, capital expenditures, stock repurchases and future acquisitions.

Further Issues We may create and issue further senior notes ranking equally and ratably with the senior notes offered hereby in all respects, so that such further senior notes shall be consolidated and form a single series with the senior notes and shall have the same terms as to status, redemption or otherwise as the senior notes.

2

Summary Selected Financial Data

The following table sets forth the summary selected consolidated financial data for our business for the five years ended December 31, 2003, and the three months ended March 31, 2003 and 2004. The summary is qualified in its entirety by reference to the financial statements and other information contained in our annual report on Form 10-K for the year ended December 31, 2003, and our quarterly report on Form 10-Q for the quarter ended March 31, 2004, each of which is incorporated by reference into this prospectus. All data are in thousands except percentages, per share data and employee data.

	Year Ended December 31 (audited)											Three Months Ended March 31 (unaudited)
	2003		2002		2001		2000		1999			2004		2003
Income Statement Data:
Revenues:
Operating revenue	$	6,072,189	$	4,633,278	$	3,662,986	$	2,877,528	$	2,936,196		$	1,445,533	$	1,294,958
Investment and other income		141,525		70,931		87,737		56,727		51,973			28,238		47,017
		6,213,714		4,704,209		3,750,723		2,934,255		2,988,169			1,473,771		1,341,975
Expenses:
Salaries and other personnel costs		1,799,553		1,523,195		1,263,451		1,014,766		1,034,772			473,775		407,217
Premiums retained by agents		1,729,104		1,292,297		960,215		791,940		871,036			424,234		365,709
Other operating expenses		1,319,875		1,049,125		853,604		697,672		678,856			340,839		293,387
Provision for title losses and other claims		324,404		224,589		180,646		141,632		116,218			71,421		67,239
Depreciation and amortization		114,424		96,829		108,348		86,336		77,031			29,370		26,015
Premium Taxes		51,535		34,658		24,840		22,573		22,897			12,540		10,456
Interest		36,097		33,609		30,079		25,460		17,387			10,462		8,459
		5,374,992		4,254,302		3,421,183		2,780,379		2,818,197			1,362,641		1,178,482
Income before income taxes, minority interest and cumulative effect of a change in accounting for tax service contracts(1)		838,722		449,907		329,540		153,876		169,972			111,130		163,493
Income taxes		292,000		149,900		117,500		54,700		62,300			37,400		56,000
Income before minority interest and cumulative effect of a change in accounting for tax service contracts(1)		546,722		300,007		212,040		99,176		107,672			73,730		107,493
Minority interests		95,700		65,640		44,772		16,953		19,029			18,774		19,913
Income before cumulative effect of a change in accounting principle		451,022		234,367		167,268		82,223		88,643			54,956		87,580
Cumulative effect of a change in accounting principle		—		—		—		—		(55,640	)		—		—
Net Income	$	451,022	$	234,367	$	167,268	$	82,223	$	33,003		$	54,956	$	87,580
Per share amounts:
Basic:
Income before cumulative effect of a change in accounting for tax service contracts(1)	$	5.89	$	3.27	$	2.51	$	1.29	$	1.37		$	0.69	$	1.18
Cumulative effect of a change in accounting for tax service contracts(1)		—		—		—		—		(0.86	)		—		—
Net Income	$	5.89	$	3.27	$	2.51	$	1.29	$	0.51		$	0.69	$	1.18

3

	Year Ended December 31 (audited)															Three Months Ended March 31 (unaudited)
	2003			2002			2001			2000			1999			2004			2003
Diluted:
Income before cumulative effect of a change in accounting for tax service contracts(1)	$	5.22		$	2.92		$	2.27		$	1.24		$	1.34		$	0.62		$	1.05
Cumulative effect of a change in accounting for tax service contracts(1)		—			—			—			—			(0.84	)		—			—
Net Income	$	5.22		$	2.92		$	2.27		$	1.24		$	0.50		$	0.62		$	1.05
Balance Sheet Data:
Assets:
Cash and cash equivalents	$	1,113,530		$	900,863		$	645,240		$	300,905		$	350,010		$	1,095,653		$	942,874
Accounts and accrued income receivable		347,035			299,040			273,090			204,177			180,824			406,834			345,773
Income taxes receivable		—			—			—			19,472			8,606			—			—
Investments:
Deposits with savings and loan associations and banks		57,945			38,328			27,597			31,900			35,948			70,397			26,104
Debt securities		350,475			309,864			257,045			209,407			230,976			314,110			320,251
Equity securities		45,758			36,931			52,014			58,720			62,904			44,426			36,219
Other long-term investments		233,794			142,392			113,995			92,703			86,686			239,673			186,618
		687,972			527,515			450,651			392,730			416,514			668,606			569,192
Loans receivable		105,228			108,162			104,264			94,452			87,338			107,428			108,111
Property and equipment, at cost:
Land		43,327			43,185			43,018			42,463			41,662			43,315			43,237
Buildings		187,167			183,045			173,878			168,897			145,204			194,246			181,332
Furniture and equipment		286,337			270,004			237,354			189,046			199,510			288,175			267,044
Capitalized software		364,658			284,537			318,370			261,792			180,465			378,308			288,434
Less—accumulated depreciation		(403,473	)		(347,695	)		(299,615	)		(227,110	)		(173,527	)		(416,879	)		(352,103	)
		478,016			433,076			473,005			435,088			393,314			487,165			427,944
Title plants and other indexes		426,086			375,401			308,027			290,072			250,723			436,527			381,686
Deferred income taxes		141,622			20,951			22,221			11,519			48,284			141,088			14,089
Goodwill, net		1,253,080			563,991			432,823			346,156			284,390			1,295,498			559,269
Other assets		339,542			169,046			127,942			105,166			96,411			331,508			189,035
	$	4,892,111		$	3,398,045		$	2,837,263		$	2,199,737		$	2,116,414		$	4,970,307		$	3,537,973
Liabilities and Stockholders' Equity:
Demand deposits	$	76,580		$	84,473		$	91,285		$	81,289		$	80,843		$	73,592		$	84,888
Accounts payable and accrued liabilities		819,015			539,069			373,170			267,567			280,698			714,552			470,710
Deferred revenue		719,503			358,747			294,227			261,673			279,766			727,312			375,312
Reserve for known and incurred but not reported claims		435,852			360,305			314,777			284,607			273,724			441,116			367,812
Income taxes payable		4,017			1,518			13,342			—			—			33,156			45,913
Notes and contracts payable		553,888			425,705			415,341			219,838			196,815			566,030			431,011

4

	Year Ended December 31 (audited)															Three Months Ended March 31 (unaudited)
	2003			2002			2001			2000			1999			2004			2003
Mandatorily redeemable preferred securities of the Company’s subsidiary trust whose sole assets are the Company’s $100,000,000 8.5% Deferrable interest subordinated notes Due 2012		100,000			100,000			100,000			100,000			100,000			100,000			100,000
Minority interests in consolidated subsidiaries		303,736			163,639			130,669			114,526			88,577			324,700			172,739
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value		—			—			—			—			—			—			—
Common stock, $1 par value		78,826			73,636			68,694			63,887			65,068			81,446			75,937
Additional paid-in capital		463,610			359,644			271,403			172,468			184,759			528,943			405,891
Retained earnings		1,399,940			987,768			777,971			628,913			561,946			1,442,679			1,067,752
Accumulated other comprehensive loss		(62,856	)		(56,459	)		(13,616	)		4,969			4,218			(63,219	)		(59,992	)
Total stockholders’ equity		1,879,520			1,364,589			1,104,452			870,237			815,991			1,989,849			1,489,588
	$	4,892,111		$	3,398,045		$	2,837,263		$	2,199,737		$	2,116,414		$	4,970,307		$	3,537,973
Other Data:
Return on average stockholders’ equity(2)		27.8	%		19.0	%		16.9	%		9.8	%		10.9	%		10.9	%		22.5	%
Cash dividends on common shares	$	34,008		$	24,570		$	18,210		$	15,256		$	15,840		$	12,218		$	7,596
Loss ratio		5.2	%		4.8	%		4.8	%		4.8	%		3.9	%		4.8	%		5.0	%
Ratio of debt to total capitalization(3)		23.0	%		25.6	%		29.4	%		24.5	%		24.7	%		22.3	%		24.2	%
Cash flow from operations	$	830,120		$	540,607		$	388,247		$	141,418		$	173,219		$	26,535		$	82,840
Capital expenditures	$	98,963		$	94,672		$	129,221		$	158,466		$	212,588		$	35,557		$	21,932
Depreciation and amortization	$	114,424		$	96,829		$	108,348		$	86,336		$	77,031		$	29,370		$	26,015
Title orders opened(4)		2,511			2,184			1,930			1,241			1,334			624			631
Title orders closed(4)		2,021			1,696			1,405			975			1,120			410			456
Number of employees		29,802			24,886			22,597			20,346			20,065			29,687			25,543

(1) Resulted from the adoption of Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements”, which became effective January 1, 1999, and applied to our tax service operations.

(2) Return on average stockholders’ equity for 1999 excludes the cumulative effect of a change in accounting for tax service contracts from both net income and stockholders’ equity.

(3) Capitalization includes minority interests liability and junior subordinated deferrable interest debentures.

(4) Title order volumes are those processed by the direct title operations of First American and do not include orders processed by agents.

5

Risk Factors

You should carefully consider each of the following risk factors, as well as the other information contained elsewhere in this prospectus, each prospectus supplement, if any, and the information incorporated by reference before deciding to purchase any of our senior notes. We face risks other than those listed here, including those that are unknown to us and others of which we may be aware of but, at present, consider immaterial. Because of the following factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Certain recurring trends generally result in a decrease in the demand for our products.

Demand for our products generally decreases as the number of real estate transactions in which our products are purchased decreases. We have found that the number of real estate transactions in which our products are purchased decreases in the following situations:

• when mortgage interest rates are high;

• when the mortgage fund supply is limited; and

• when the United States economy is weak.

We believe that this trend will recur.

As a holding company, we depend on distributions from our subsidiaries, and if distributions from our subsidiaries are materially impaired, our ability to pay interest on or repay principal of the senior notes may be adversely affected.

First American is a holding company whose primary assets are the securities of its operating subsidiaries. Our ability to pay interest on and repay principal of the senior notes is dependent on the ability of our subsidiaries to pay dividends or repay funds to us. If our operating subsidiaries are not able to pay dividends or repay funds to us, we may not be able to pay interest or repay principal on the senior notes. Moreover, pursuant to insurance and other regulations under which our insurance subsidiaries operate, the amount of dividends, loans and advances available to our company from our regulated subsidiaries is limited. Under such regulations, the maximum amount of dividends, loans and advances available to us from our insurance subsidiaries in 2004 is $313.4 million.

As we are a holding company, the senior notes will effectively be junior to all prior claims of creditors of our subsidiaries.

Our status as a shareholder of our subsidiaries means that we will be subject to the prior claims of creditors of our subsidiaries, except to the extent that we have a claim as a creditor. For example, we would be a creditor of a subsidiary if we make a loan to that subsidiary. As a result, the senior notes will effectively be junior to all existing and future liabilities and obligations of our subsidiaries and you should look only to the assets of our company for payments on the senior notes. As of March 31, 2004, our subsidiaries had liabilities and obligations of approximately $2.158 billion to creditors other than us.

6

Changes in government regulations could prohibit or limit our operations.

Our title insurance, property and casualty insurance, home warranty, thrift, trust and investment businesses are regulated by various federal, state and local governmental agencies. Many of our other businesses operate within statutory guidelines. Changes in the applicable regulatory environment or statutory guidelines could prohibit or restrict our existing or future operations. Such restrictions may restrict our ability to implement rate increases, acquire assets or businesses or otherwise have a negative impact on our ability to generate revenue and earnings.

We may be subject to increased regulation regarding the use of personal information.

Certain data and services we provide are subject to regulation by various federal, state and local regulatory authorities. Compliance with existing federal, state and local laws and regulations has not had a material adverse effect on our results of operations or financial condition to date. Nonetheless, federal, state and local laws and regulations in the United States designed to protect the public from the misuse of personal information in the marketplace and adverse publicity or potential litigation concerning the commercial use of such information may increasingly affect our operations and could result in substantial regulatory compliance expense, litigation expense and/or a loss of revenue.

We may not be able to pursue our acquisition strategy.

We intend to continue to grow through acquisitions. We may not be able to identify suitable acquisition candidates or complete acquisitions on satisfactory terms. A number of our competitors also have adopted the strategy of expanding and diversifying through acquisitions. We will continue to experience competition in our effort to execute on our acquisition strategy. As a result, we may be unable to continue to make acquisitions or may be forced to pay more for the companies we are able to acquire.

The integration of companies that we acquire may be difficult and may result in a failure to realize some of the anticipated potential benefits of acquisitions.

When companies are acquired, we may not be able to integrate or manage these businesses so as to produce returns that justify the investment. Any difficulty in successfully integrating or managing the operations of the businesses could have a material adverse effect on our business, financial condition, results of operations or liquidity, and could lead to a failure to realize any anticipated synergies. Our management also will be required to dedicate substantial time and effort to the integration of acquisitions. These efforts could divert management’s focus and resources from other strategic opportunities and operational matters.

Our earnings may be reduced if acquisition projections are inaccurate.

Our earnings have improved since 1991 in large part because of our acquisition and integration of non-title insurance businesses. These businesses generally have higher margins than the title insurance businesses. For example, pre-tax margins for the title insurance segment were 11.1% in 2003, while pre-tax margins for the segments in our information technology group in the same year were 27.6%. The success or failure of acquisitions in this group has depended in large measure upon the accuracy of our projections. These projections are not always accurate. Inaccurate projections have historically led to lower than expected earnings.

7

Certain provisions of our charter and rights plan may make a takeover of our company difficult even if such takeover could be beneficial to some of our shareholders.

Our restated articles of incorporation authorize the issuance of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by the our board of directors. Accordingly, our board is empowered, without further shareholder action, to issue shares or series of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights, including the ability to receive dividends, of our common shareholders. The issuance of such preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control. In conjunction with the rights plan discussed below, we have authorized the issuance of our Series A Junior Participating Preferred Shares. Although we have no present intention of issuing any additional shares or series of preferred stock, we cannot guarantee that we will not make such an issuance in the future.

We have adopted a rights plan which could, alone or in combination with our restated articles of incorporation, discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment of a premium over prevailing market prices to our shareholders for their common shares.

You may not be able to sell your senior notes.

Prior to this offering there has been no public market for the senior notes, and there can be no assurance that such a market will develop. We do not intend to apply for listing of the senior notes on any securities exchange. The underwriters of the offering of senior notes may, but will not be required to, make a market in the senior notes. Any market making activity in the senior notes by any underwriters may be discontinued at any time without notice. If no active public market develops, the trading price of the senior notes may fall, and you may not be able to sell your senior notes. If an active trading market were to develop, the senior notes could trade at prices that may be lower than the initial offering price. Whether or not the senior notes trade at lower prices depends on many factors, including:

• prevailing interest rates;

• the markets for similar securities;

• general economic conditions; and

• our financial condition, historical financial performance and future prospects.

Accordingly, you should be prepared to hold the senior notes until maturity.

8

Capitalization

The following table sets forth the capitalization of our company and its subsidiaries on a consolidated basis, and as adjusted to give effect the offering of the senior notes, as of March 31, 2004. All dollar amounts are shown in thousands.

	As of March 31, 2004
	Actual			As Adjusted
Notes and contracts payable		566,467			566,467
Senior notes offered hereby		—			150,000
7.55% senior debentures due 2028		99,563			99,563
Minority interests		324,700			324,700
Stockholders’ equity
Common stock		81,446			81,446
Additional paid-in capital		528,943			528,943
Retained earnings		1,442,679			1,442,679
Accumulated other comprehensive income		(63,219	)		(63,219	)
Total shareholders’ equity		1,989,849			1,989,849
Total Capitalization	$	2,980,579		$	3,130,579

Ratio of Earnings to Fixed Charges

Our consolidated ratio of earnings to fixed charges is set forth below for each of the periods indicated:

	Year Ended December 31					Three Months Ended March 31, 2004
	2003	2002	2001	2000	1999
Earnings to Fixed Charges	8.84	5.53	4.56	3.04	3.62	4.41

For purposes of computing the ratio of earnings to fixed charges, earnings represent net income plus applicable income taxes, minority interest, amortization of capitalized interest, distributed income of equity investees and fixed charges, and less equity and earnings of affiliates and capitalized interest. Fixed charges represent interest expense, capitalized interest and the interest factor of rent expense.

Use of Proceeds

We estimate that the net proceeds we will receive from this offering will be approximately $[            ] million, after deducting estimated underwriters’ discounts and commissions and other offering expenses payable by us. We intend to use the net proceeds from the sale of the senior notes offered hereby for general corporate purposes, including working capital, capital expenditures, stock repurchases and acquisitions. At this time, we have not identified a particular business or assets to acquire with the proceeds of this offering. We may invest funds not required immediately for such purposes in short-term, interest-bearing and other investment grade securities or add such funds to our general funds.

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Description of the Senior Notes

The following description summarizes the general terms and provisions of the senior notes. The summary is not complete. The indenture and indenture supplement governing the senior notes have been filed as exhibits to the registration statement that we have filed with the SEC, of which this prospectus forms a part. We encourage you to read the indenture, the indenture supplement and each prospectus supplement, if any, in order to understand the terms of the senior notes. Capitalized terms used in the summary have the meanings specified in the indenture. In this section references to “we,” “us,” “our,” and “First American” include only The First American Corporation and not any of its subsidiaries.

Principal Amount

The senior notes will be issued as one series of the senior notes authorized under the senior indenture dated as of April 7, 1998 between us and The Wilmington Trust Company, as trustee, as supplemented by the First Supplemental Indenture (collectively, the “indenture”). The senior notes will initially be limited in aggregate principal amount to $150.0 million, and will be issued in denominations of $1,000 or in integral multiples of $1,000 in excess thereof. We may, without the consent of the holders, increase the principal amount of the senior notes by issuing additional senior notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional senior notes, and with the same CUSIP number as the senior notes offered hereby. The senior notes offered by this prospectus and any additional senior notes would rank equally and ratably and would be treated as a single class for all purposes under the indenture.

Maturity

The entire principal amount of the senior notes is scheduled to mature and become due and payable, together with any accrued and unpaid interest, on [            ], 20[            ].

Interest

Each senior note will bear interest at the rate of [            ]% per annum from the date of its original issuance. Interest will be calculated on the number of actual days elapsed based on a 360-day year consisting of twelve 30-day months. Interest will be payable semi-annually in arrears on [            ] and [            ] of each year, beginning [            ], 200[            ]. While the senior notes are represented by one or more global senior notes, interest will be paid to the person who is the holder of record on the day before the payment date. While the senior notes are held in certificated form, interest will be paid to the person who is the holder of record on the day that is 15 days before the payment date.

Ranking

On page 2 under the heading “Prospectus Summary—The Offering—Ranking,” we explained, among other things, that the senior notes will rank equally with our existing and future senior unsecured indebtedness. We currently have outstanding $99.5 million aggregate principal amount of senior debentures due in 2028.

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We would like to emphasize that the senior notes are not secured by any assets of our company or our subsidiaries and there are no liens that secure the senior notes. This means, for example, that if we go bankrupt, secured creditors would be paid first with cash proceeds from a liquidation or sale of the secured assets. If there are any cash proceeds remaining after paying our secured creditors, your senior notes would be paid on the same level as our other debt which has terms equal to the senior notes. Creditors of our subsidiaries rank senior to the senior notes in the event of bankruptcy. You should look only to the assets of our company for payments on the senior notes. As of May 31, 2004, our subsidiaries had liabilities and obligations of approximately $2.158 billion to creditors other than us.

The senior notes will not be convertible into other securities.

Optional Redemption

The senior notes may be redeemed in whole at any time or in part from time to time, at our option, at a redemption price equal to the greater of:

• 100% of the principal amount of the senior notes then outstanding to be redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest on the senior notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus [            ] basis points plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

“treasury rate” means, with respect to any redemption date:

• the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

• if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

The treasury rate will be calculated on the third business day preceding the date fixed for redemption.

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“comparable treasury issue” means the U.S. Treasury security selected by an independent investment banker as having a maturity comparable to the remaining term (“remaining life”) of the senior notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such senior notes.

“comparable treasury price” means (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.

“independent investment banker” means either J.P. Morgan Securities Inc. or [            ], as specified by us, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by us.

“reference treasury dealer” means (1) J.P. Morgan Securities Inc. and [            ] and their respective successors, provided, however, that if either of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “primary treasury dealer”), we will substitute therefor another primary treasury dealer and (2) any other primary treasury dealer selected by us after consultation with the independent investment banker.

“reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

We will mail a notice of redemption to each record holder of senior notes to be redeemed at such holder’s registered address by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. Unless we default on payment of the redemption price, interest will cease to accrue on the redemption date fixed in the notice with respect to the senior notes or portions thereof called for redemption. If fewer than all of the senior notes are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular senior notes or portions thereof for redemption from the outstanding senior notes not previously called by lot or by any other method as the trustee deems fair and appropriate.

Sinking Fund

The senior notes will not have the benefit of any sinking fund.

Certain Covenants Contained in Indenture

We have limitations on future liens against the capital stock of certain subsidiaries

In general, the indenture does not limit the amount of other securities that our subsidiaries or we may issue. However, neither our company nor any of our subsidiaries may incur any liens on the capital stock of any subsidiary that is a licensed insurance company having capital and surplus in excess of $2.5 million, known as a restricted subsidiary. We are allowed to have liens on the capital stock of restricted subsidiaries securing debt that is expressly junior to the senior notes if

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the senior notes are secured by a senior lien on the same capital stock, and debt that ranks equally with the senior notes. The following liens are also allowed under the indenture:

• liens on capital stock of a restricted subsidiary which are incurred for the purpose of financing the acquisition of that restricted subsidiary, or subsequent liens incurred in a refinancing of debt used to acquire that restricted subsidiary if the new liens do not secure an amount greater than the original debt;

• liens on the capital stock of any restricted subsidiary securing indebtedness which at the time of incurrence does not exceed 20% of our total capitalization; and

• liens securing indebtedness from our company to any wholly-owned restricted subsidiary or from any wholly-owned restricted subsidiary to our company or its subsidiaries.

As of May 31, 2004 we had no indebtedness secured by liens on the capital stock of the restricted subsidiaries.

Limitation on consolidation, merger and sale or lease of assets

The indenture will not prevent us from consolidating or merging with another company or selling or leasing all or substantially all of our assets. However, the surviving corporation in a consolidation or merger must be a United States company which expressly assumes our obligations to pay principal and interest on the senior notes and to perform the covenants in the indenture. Similarly, if we were to sell or lease most of our assets to another party, that party must be a United States company which expressly assumes our obligations to pay principal of and interest on the senior notes and to perform the covenants in the indenture, and in the case of a lease, the lease must remain in effect so long as any senior notes are outstanding. In addition, no event of default under the indenture may exist at the time of the consolidation, merger, sale or lease.

Indenture Events of Default

Each of the following is an event of default under the indenture:

• failure for 30 days to pay any interest on the senior notes when due;

• failure to pay any principal on the senior notes when due whether at maturity, upon redemption by declaration or otherwise;

• failure to observe or perform in any material respect any other covenant contained in the indenture for 90 days after written notice to our company from the trustee or the holders of at least 25% of aggregate principal amount of outstanding senior notes;

• we initiate or have initiated against us bankruptcy, insolvency, reorganization or similar proceedings, or a receiver, liquidator or other similar official is appointed with respect to our company or of any substantial part of our property, or an order is entered winding up or liquidating our affairs;

• any default or event of default under any indebtedness of our company or any of our subsidiaries, other than non-recourse indebtedness secured by assets the terms of which limit the remedies of the holders of the indebtedness primarily to the assets so secured (“non-recourse indebtedness”), which default or event of default results in at

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least $25 million aggregate principal amount of such indebtedness being declared due and payable prior to maturity and such acceleration is not rescinded within 10 days; or

• failure by our company or any of our subsidiaries to pay at maturity any indebtedness, other than non-recourse indebtedness, in excess of $25 million aggregate principal amount, and such failure is not cured within 10 days.

The indenture provides that the trustee may withhold notice to you of any default, other than a default in the payment of principal of, premium, if any, or interest on senior notes, if the trustee determines in good faith that withholding such notice is in your interests.

Procedures if an Event of Default Occurs

If an event of default with respect to the senior notes other than bankruptcy, insolvency or reorganization of our company occurs and is continuing, the trustee or holders of not less than 25% of aggregate outstanding principal amount of senior notes may declare the principal and interest of the senior notes immediately due and payable. If an event of default with respect to the senior notes involving bankruptcy, insolvency or reorganization (or any similar laws) of our company, or the appointment of a receiver or similar official, occurs and is continuing, the principal of and interest on the senior notes will immediately and automatically be due and payable without any declaration by the trustee or you.

The holders of a majority of the aggregate outstanding principal amount of the senior notes may waive a declaration of acceleration after the occurrence of an event of default with respect to the senior notes if:

• no judgment or judicial order for payment of amounts due has been obtained by the trustee;

• all existing events of default with respect to the senior notes have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration;

• a sum sufficient to pay all overdue principal of and interest on the senior notes has been deposited with the trustee; and

• the trustee has been paid reasonable compensation and reimbursed for its disbursements and advances.

The holders of not less than a majority in aggregate principal amount of the senior notes may, on behalf of all holders of that series of senior notes, waive any past default, except:

• a default in the payment of principal of or interest on the senior notes, unless the default has already been waived as provided in the preceding paragraph or cured; and

• a default in the performance of a covenant or provision which under the indenture cannot be modified or amended without the consent of all holders of the senior notes.

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Procedures for Supplementing and Modifying the Indenture

The indenture allows us and the trustee to supplement the indenture without the consent of holders of our senior notes to:

• replace our company with a successor company which expressly assumes our obligations to pay principal of and interest on the senior notes and to perform the covenants in the indenture;

• transfer or pledge any of our property to or with the trustee;

• allow us to transfer any right or power under the indenture to the trustee;

• establish the form or terms of any new debt securities to be issued under the terms of the indenture;

• add covenants or events of default for the benefit of holders of our senior notes;

• provide for the appointment of a successor trustee;

• change the terms of the indenture with respect to subsequently issued debt securities;

• cure ambiguities, defects or inconsistencies, provided that any such action does not materially and adversely affect your interests, and

• qualify, or maintain the qualification of, the indenture under the Trust Indenture Act of 1939, as amended, known as the Trust Indenture Act.

The indenture also contains provisions permitting us and the trustee, with the consent of the holders of not less than a majority in aggregate outstanding principal amount of the senior notes, to modify the indenture in a manner affecting your rights; provided that no modification may, without the consent of all holders of senior notes affected:

• change the stated maturity of the senior notes;

• change any installment of interest due;

• reduce the principal amount of the senior notes;

• reduce the rate or extend the time of payment of interest;

• change the place of payment of amounts due on the senior notes;

• impair your right to bring suit for payment on the senior notes;

• modify any section of the indenture dealing with the waiver of past defaults, the vote required to supplement the indenture and the waiver of certain covenants; and

• reduce the percentage of principal amount of senior notes required to consent to any modification or waiver of the indenture.

Book Entry System

The senior notes initially will be issued in book-entry form and represented by one or more global senior notes. The global senior notes will be deposited with, or on behalf of, The

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Depository Trust Company, New York, New York, as the depositary, known as DTC, and registered in the name of Cede & Co., the nominee of DTC. DTC will be the only registered holder of the senior notes. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

DTC will keep a computerized record of its participants who own global senior notes. Direct participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. These participants would then keep a record of their own clients who purchase beneficial interests in the global senior notes. If you purchase senior notes through a broker in book-entry form, you will hold a beneficial interest in your senior notes. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. The rules applicable to DTC and its participants are on file with the SEC.

When senior notes are held in book-entry form, we will not issue certificates to participants or beneficial owners. Beneficial interests in global senior notes will be shown on, and transfers of global senior notes will be made through, records maintained by DTC and its direct participants. Keeping track of ownership in this manner eliminates the need to exchange certificates when ownership is transferred. Beneficial owners will have no rights under the indenture with respect to global senior notes held on their behalf by the depositary, and the depositary will be treated by us and the trustee as the absolute owner of such global senior notes for all purposes whatsoever.

DTC has advised us that it is:

• a limited-purpose trust company organized under the New York Banking Law;

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.

How you will receive payments on and vote the senior notes under the book-entry system

We will wire principal and interest payments to DTC or its nominee when due. DTC or its nominee will then pay principal and interest to participants only, who in turn will pay beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers. We and the trustee will treat DTC or its nominee as the record owner of the global senior notes for all purposes. Accordingly, we and the trustee will have no direct responsibility or liability to pay any amounts due on the senior notes to participants and owners of beneficial interests in global senior notes.

We have been informed by DTC that it is DTC’s practice, upon receipt of any payment of principal or interest, to credit the direct participants’ accounts on the payment date according to their

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respective holdings of beneficial interests in the global senior notes as shown on DTC’s records as of the record date for such payments.

Neither DTC nor its nominee will consent or vote with respect to the senior notes. We understand it is DTC’s current practice to assign any consenting or voting rights to direct participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in global senior notes, and voting by participants, will be subject to the customary practices between the participants and owners of beneficial interests in global senior notes, as is the case with securities held for the account of customers registered in “street name.” However, these payments will be the responsibility of the participants and not of DTC, the trustee or us.

Exchange of global senior notes

A global senior note may only be transferred in whole by DTC to a nominee of DTC. A global senior note is exchangeable for senior notes registered in the name of beneficial owners only if:

• DTC notifies us that it is unwilling or unable to continue as a depository for global senior notes or if at any time DTC ceases to be a clearing agency registered under the Exchange Act and we have not chosen a successor depositary;

• we deliver to the trustee a notice that the global senior notes will be so transferable, registrable, and exchangeable, and that transfers will be registrable; or

• an event of default occurs with respect to the senior notes represented by a global senior note.

Any global senior note that is exchangeable for senior notes registered in the name of beneficial owners will be transferred to, and registered and exchanged for, senior notes in authorized denominations and registered in such names as the depository holding such global senior note may direct. In the event a global senior note becomes exchangeable for senior notes issued in the names of beneficial owners:

• senior notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;

• payment of principal, any repurchase price, and interest on the senior notes will be payable, and the transfer of the senior notes will be registrable, at the office or agency designated by us; and

• no service charge will be made for any registration of transfer or exchange of the senior notes, although we may require payment of a sum sufficient to cover any tax or governmental charge.

Defeasance and Discharge of the Senior Notes

We may elect, at any time, to discharge substantially all of our obligations under the senior notes if we deposit in trust with the trustee money or U.S. government obligations which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay all the principal of, and interest and premium, if any, on the senior notes. In order for us to so discharge our obligations, we are required to deliver to the trustee an opinion of legal counsel to the effect that the deposit and related defeasance would not cause

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you to recognize income, gain or loss for United States federal income tax purposes, together with a private letter ruling to that effect received by us from the United States Internal Revenue Service or revenue ruling pertaining to a comparable form of transaction to such effect by the United States Internal Revenue Service.

Initial Paying Agent

Initially, we will act as paying agent with respect to the senior notes. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent at the place of payment.

We may request that any moneys deposited with the trustee or any paying agent, or then held by us in trust, for payment of principal of or interest on any senior notes which remains unclaimed for two years after becoming due and payable be repaid to us. If this happens to money to be paid to you, you will be treated as a general unsecured creditor of ours, and you may only look to us for payment.

Governing Law

The indenture is, and the senior notes will be, governed by the laws of the State of New York.

Trustee

The Wilmington Trust Company is the trustee under the indenture. Notice to the trustee should be directed to its Corporate Trust Office, located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases, or to realize on property received in respect of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate the conflict or resign.

The holders of a majority in principal amount of the then outstanding senior notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. The Trust Indenture Act and the indenture provide that in case an event of default shall occur (and be continuing), the trustee will be required, in the exercise of its rights and powers, to use the degree of care and skill of a prudent person in the conduct of such person’s affairs. Subject to such provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the senior notes issued thereunder, unless they have offered to the trustee indemnity satisfactory to it.

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Underwriting

Under the terms and subject to the conditions in the underwriting agreement relating to the offering and sale of the senior notes, we have agreed to sell to each underwriter, and each underwriter has agreed to purchase from us, the principal amount of senior notes set forth opposite the name of that underwriter below:

Underwriter	Principal Amount of Senior Notes
J.P. Morgan Securities Inc.	$[                ]
Total	$[                ]

Under the terms of the underwriting agreement, if the underwriters take any of the senior notes, then the underwriters are obligated to take and pay for all of the senior notes.

The senior notes are a new issue of securities with no established trading market and will not be listed on any national securities exchange. The underwriters have advised us that they intend to make a market for the senior notes, but they have no obligation to do so and may discontinue market making at any time without providing any notice. No assurance can be given as to the liquidity of any trading market for the senior notes.

The underwriters initially propose to offer part of the senior notes directly to the public at the offering prices described on the cover page and part to certain dealers at a price that represents a concession not in excess of [            ]% of the principal amount of the senior notes. Any underwriter may allow, and any such dealer may reallow, a concession not in excess of [            ]% of the principal amount of the senior notes to certain other dealers. After the initial offering of the senior notes, the underwriters may from time to time vary the offering price and other selling terms.

We have also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the underwriters may be required to make in respect of any such liabilities.

In connection with the offering of the senior notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the senior notes. Specifically, the underwriters may overallot in connection with the offering of the senior notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, senior notes in the open market to cover syndicate short positions or to stabilize the price of the senior notes. Finally, the underwriting syndicate may reclaim selling concessions allowed for distributing the senior notes in the offering of the senior notes, if the syndicate repurchases previously distributed senior notes in syndicate covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the senior notes above independent market levels. The underwriters are not required to engage in any of these activities, and may end any or all of them at any time without notice.

Expenses associated with this offering, to be paid by us, are estimated to be $[                ].

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J.P. Morgan Securities Inc. (“JPMorgan”) will make the senior notes available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by MarketAxess Corporation, an Internet-based communications technology provider. MarketAxess Corporation is providing the system as a conduit for communications between JPMorgan and its customers and is not a party to any transactions. MarketAxess Corporation, a registered broker-dealer, will receive compensation from JPMorgan based on transactions JPMorgan conducts through the system. JPMorgan will make the senior notes available to its customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.

In the ordinary course of their respective business, certain of the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with us and our affiliates.

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information and documents with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC may charge a fee for making copies. You may call the SEC at (800) 732-0330 for more information on the operation of the Public Reference Room, and on the availability of other Public Reference Rooms. Our filings with the SEC are also available to the public on the Internet through the SEC’s EDGAR database. You may access the EDGAR database at the SEC’s web site at www.sec.gov.

This prospectus provides only a general description of the senior notes. This prospectus and each prospectus supplement, if any, is part of a registration statement on Form S-3 that we filed with the SEC. As allowed by SEC rules, this prospectus does not contain all of the information that is in the registration statement and the exhibits to the registration statement. For further information about First American, investors should refer to the registration statement and its exhibits. A copy of the registration statement and its exhibits may be inspected, without charge, at a Public Reference Room or on the SEC’s web site.

It is important for you to analyze the information in this prospectus, the registration statement and the exhibits to the registration statement, and additional information described under the heading “Documents Incorporated By Reference” below before you make your investment decision.

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Documents Incorporated by Reference

The SEC allows us to “incorporate by reference” certain information in documents we file with them, which means that we can disclose important information to you in this prospectus by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus, information filed subsequently that is incorporated by reference and information in any prospectus supplement. These documents contain important business and financial information about our company, including information concerning its financial performance, and we urge you to read them. We incorporate by reference into this prospectus all of the following documents:

• our annual report on Form 10-K for the fiscal year ended December 31, 2003;

• our quarterly report on Form 10-Q for the quarter ended March 31, 2004; and

• our current reports on Form 8-K for the periods ended March 24, 2004; April 15, 2004 and May 18, 2004.

We also incorporate into this prospectus all of our filings with the SEC made pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act that we file after date of this prospectus but prior to the termination of any offering of senior notes made by this prospectus. Information in this prospectus, any prospectus supplement and incorporated by reference is only current as of the date it is made. Information in documents that we subsequently file with the SEC will automatically update and supersede any previously disclosed information.

However, any documents or portions thereof or any exhibits thereto that we furnish to, but do not file with, the SEC shall not be incorporated or deemed to be incorporated by reference into this prospectus.

We will furnish to you without charge, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests should be addressed to:

The First American Corporation

Mark R Arnesen

1 First American Way

Santa Ana, California 92707-5913

(714) 800-3000

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Special Note of Caution Regarding

Forward-looking Statements

This prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are based on our management’s estimates and assumptions and take into account only the information available at the time the forward-looking statements are made. Although we believe these estimates and assumptions are and will be reasonable, forward-looking statements involve risks, uncertainties and other factors that could cause our actual results to differ materially from those suggested in the forward-looking statements. Forward-looking statements include the information concerning future financial performance, business strategy, projected plans and objectives of First American set forth in this prospectus and the documents incorporated by reference herein, including:

• statements about any future increase in refinancing activity;

• continued strong relationships with lenders and our ability to leverage such relationships;

• future cash flows from operations and anticipated operational cash requirements; and

• the scope of our services.

The words “anticipates,” “estimates,” “projects,” “forecasts,” “goals,” “believes,” “expects,” “intends,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties. The following are some important factors that could cause actual results to differ materially from those in forward-looking statements:

• changes in the real estate market, interest rates or the general economy;

• limitations on access to public records and other data;

• changes in government regulations that are applicable to our regulated businesses;

• our continued ability to identify businesses to be acquired;

• changes in our ability to integrate businesses which we acquire;

• an increase in our expenses;

• consolidation among our significant competitors or customers;

• general volatility in the capital markets; and

• other factors described in our annual report on Form 10-K for the fiscal year ended December 31, 2003.

Our actual results, performance or achievement could differ materially from those expressed in, or implied by, forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations and financial condition of First American. The forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

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Legal Matters

The validity of the senior notes offered hereby will be passed upon for us by White & Case LLP, Los Angeles, California. The validity of the senior notes offered hereby will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

Experts

The financial statements and the related financial statement schedules incorporated into this prospectus by reference to our annual report on Form 10-K for the year ended December 31, 2003, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the report of said firm, which report is also incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

*                             *                             *

23

Part II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are estimated to be as follows:

SEC registration fee	$	19,005
Trustee’s fees*	$	15,000
Printing fees*	$	10,000
Legal fees and expenses*	$	50,000
Accounting fees and expenses*	$	50,000
Miscellaneous*	$	10,000
Total	$	154,005

* Estimated

Item 15. 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

II-1

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, First American 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 First American 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 First American or provided by First American 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.

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Item 16. Exhibits.

Exhibit Number		Description
1.1		Form of Underwriting Agreement.
4.1		Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to First American’s registration statement on Form S-3 (Registration No. 333-47755) filed March 11, 1998).
4.2		Form of First Supplemental Indenture.
4.3	*	Form of Senior Note.
5.1		Opinion of White & Case LLP.
12.1	*	Statement regarding computation of Ratio of Earnings to Fixed Charges.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of White & Case LLP (contained in Exhibit 5.1).
24.1	*	Power of Attorney.
25.1	*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust Company to act as trustee under the Senior Indenture.

* Previously filed.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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) 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) 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.

Insofar as indemnification for liabilities arising under the Securities Act 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

II-3

(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.

*                            *                             *

II-4

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-3 and has duly caused this pre-effective amendment no. 1 to registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Ana, state of California, on July 14, 2004.

THE FIRST AMERICAN CORPORATION
By:	/s/    PARKER S. KENNEDY
	Parker S. Kennedy Chairman and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this pre-effective amendment no. 1 to registration statement on Form S-3 has been signed below by the following persons in the capacities and on July 14, 2004.

By:	/s/    PARKER S. KENNEDY
	Parker S. Kennedy Chairman and Chief Executive Officer (Principal Executive Officer)

By:	/s/    THOMAS A. KLEMENS
	Thomas A. Klemens Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

By:	/s/    MAX O. VALDES
	Max O. Valdes Vice President and Chief Accounting Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this pre-effective amendment no. 1 to registration statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

Date: July 14, 2004	By:	*
		Parker S. Kennedy, Chairman

Date: July 14, 2004	By:	*
		D.P. Kennedy, Chairman Emeritus and Director

Date: July 14, 2004	By:	*
		Gary J. Beban, Director

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Date: July 14, 2004	By:	*
		J. David Chatham, Director

By:
	William G. Davis, Director

Date: July 14, 2004	By:	*
		James L. Doti, Director

Date: July 14, 2004	By:	*
		Lewis W. Douglas, Jr., Director

Date: July 14, 2004	By:	*
		Paul B. Fay, Jr., Director

Date: July 14, 2004	By:	*
		Frank E. O’Bryan, Director

Date: July 14, 2004	By:	*
		Roslyn B. Payne, Director

Date: July 14, 2004	By:	*
		D. Van Skilling, Director

Date: July 14, 2004	By:	*
		Herbert B. Tasker, Director

Date: July 14, 2004	By:	*
		Virginia M. Ueberroth, Director

*By:	/s/    KENNETH D. DEGIORGIO
	Kenneth D. DeGiorgio Attorney-in-Fact

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Exhibit index

Exhibit Number		Description
1.1		Form of Underwriting Agreement.
4.1		Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to First American’s registration statement on Form S-3 (Registration No. 333-47755) filed March 11, 1998).
4.2		Form of First Supplemental Indenture.
4.3	*	Form of Senior Note.
5.1		Opinion of White & Case LLP.
12.1	*	Statement regarding computation of Ratio of Earnings to Fixed Charges.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of White & Case LLP (contained in Exhibit 5.1).
24.1	*	Power of Attorney.
25.1	*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust Company to act as trustee under the Senior Indenture.

* Previously filed.

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EX-1.1

EXHIBIT 1.1

FORM OF UNDERWRITING AGREEMENT

THE FIRST AMERICAN CORPORATION

$150,000,000

· % Senior Notes due ·

UNDERWRITING AGREEMENT

·, 2004

J.P. MORGAN SECURITIES INC.

[OTHERS]

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 8th Floor

New York, New York 10172

Ladies and Gentlemen:

The First American Corporation, a California corporation (the “Company”), proposes to issue and sell $150,000,000 of its · % Senior Notes due · (the “Notes”). The Notes are to be issued under a Senior Indenture dated as of April 7, 1998, as supplemented by the First Supplemental Indenture dated as of July [    ], 2004, each by and between the Company and Wilmington Trust Company, as trustee (the “Trustee”), (as amended and supplemented, the “Indenture”), the form of which has been filed as an exhibit to the Registration Statement (as defined herein). This is to confirm the agreement concerning the purchase of the Notes from the Company by the several underwriters listed in Schedule I attached hereto (the “Underwriters”) for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”).

Section 1. Representations and Warranties. The Company represents and warrants to and agrees with the Underwriters that:

(a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file number 333-116855), including a prospectus specifically relating to the Notes pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended at the time it becomes effective, including information, if any, deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in the Registration Statement before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes. The terms “supplement,” “amendment” and “amend” as used herein shall include the filing of all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Underwriting Agreement by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If the Company has filed an abbreviated registration statement to register additional debt securities pursuant to Rule 462(b) under the Securities Act (the “Rule 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. For purposes of this Agreement, “Effective Time” means the date and time the Registration Statement became effective.

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(b) The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

(c) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act which were filed under the Exchange Act on or before the date of the Registration Statement, the Preliminary Prospectus or the Prospectus as the case may be (the “Exchange Act Reports”), when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and any further documents so filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) At the Effective Time, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the date of the payment and delivery of the Notes (the “Closing Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; at the Effective Time, the Registration Statement did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; at the Effective Time and on the Closing Date, the Indenture conforms in all material respects with the applicable requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder; and the Prospectus did not and will not on the date of the Prospectus and on the Closing Date (together with any supplement thereto) include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for use therein as specified in Section 16 hereof (the “Underwriters’ Information”).

(e) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California with the power and authority to own, lease and operate its properties, to conduct its business and to execute, deliver and perform its obligations under the Indenture, the Notes and this Agreement (the “Transaction Documents”). Each subsidiary of the Company listed on Schedule 2 hereto (such subsidiaries collectively called the “Material Subsidiaries”) that is a corporation is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization with power and authority to own, lease and operate its properties and conduct its business. Each Material Subsidiary that is a limited liability company is duly formed and validly existing under the laws of its jurisdiction of formation with power and authority to own, lease and operate its properties and conduct its business.

(f) The Company and the Material Subsidiaries are duly qualified in or licensed to transact business by, and are in good standing as foreign corporations in, each jurisdiction in which they own or lease real property, maintain an office or conduct their respective businesses and in which the failure, individually or in the aggregate with all other failures to be so licensed or qualified or to be in good standing, would reasonably be expected to have a material adverse effect on the condition (financial or

3

otherwise), results of operations or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(g) As of March 31, 2004, the Company had a duly authorized, issued and outstanding capitalization as set forth in the Prospectus under the caption “Capitalization.”

(h) All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. All of the outstanding shares of capital stock of each Material Subsidiary that is a corporation have been duly and validly authorized and issued, are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of any pledge, lien, security interest, charge, claim, restriction on voting or transfer or encumbrance of any kind, except that the transfer of ownership of the capital stock of First American Title Insurance Company (“FATICO”) is subject to the prior approval of the California Department of Insurance. The Company owns indirectly 80% of the issued and outstanding membership interests in First American Real Estate Solutions LLC (“FARESLLC”). The membership interests of FARESLLC that are indirectly owned by the Company have been duly and validly authorized and issued and are owned, indirectly, by the Company free and clear of any pledge, lien, security interest, charge, claim, restriction on voting or transfer or encumbrance of any kind, except that the holders of the minority membership interests in FARESLLC have the right to “put” their minority interests to the Company and the Company has the right to “call” such minority interests. All of the Company’s capital contributions required by FARESLLC’s operating agreement have been made and no future capital contributions are required of the Company or any of its subsidiaries.

(i) The Company has full right, power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken.

(j) This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Exceptions”).

(k) The Indenture has been duly authorized by the Company and on the Closing Date, the Indenture will be qualified under the Trust Indenture Act and will have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Indenture Trustee (as defined in the Indenture), will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by the Enforceability Exceptions.

(l) The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued, paid for and delivered as provided in the Indenture, and the Company Order (as defined in the Indenture) relating to the Notes, dated as of the Closing Date, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions.

(m) The Transaction Documents conform in all material respects to the description thereof contained in the Prospectus.

(n) PricewaterhouseCoopers LLP, who is reporting upon the financial statements incorporated by reference in the Prospectus, are and were independent public accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements which are incorporated by reference in the Registration Statement and the Prospectus.

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(o) The consolidated financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus fairly present in all material respects the financial condition of the Company and its consolidated subsidiaries as of the respective dates indicated and the consolidated results of operations and changes in shareholders’ equity of the Company and its consolidated subsidiaries for the periods specified. The consolidated financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus have been prepared in all material respects in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as indicated in the notes thereto), and the supporting schedules, if any, incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with GAAP, if so required, the information required to be stated therein. The summary historical consolidated financial data of the Company included in the Registration Statement and the Prospectus fairly present in all material respects the information shown therein as of the dates stated therein and have been compiled on a basis consistent with that of the consolidated audited financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus.

(p) The execution, delivery and performance by the Company of the Transaction Documents, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the terms thereof and hereof and the consummation of the transactions contemplated thereby and hereby will not conflict with or result in a breach or violation of any of the material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or pursuant to any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its Material Subsidiaries, or any material statute or any material judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Material Subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company of the Transaction Documents, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the terms thereof and hereof and the consummation of the transactions contemplated thereby and hereby except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Notes by the Underwriters and such consents, approvals, authorizations, orders, filings, registrations or qualifications which shall have been obtained or made prior to the Closing Date.

(q) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, as amended or supplemented, except as may be otherwise stated therein, and except for the $500 million credit facility currently being negotiated with JPMorgan Chase Bank, as agent for several banks, (i) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, (ii) the Company has not incurred any material liability or obligation, direct or contingent, other than in the ordinary course of business, (iii) the Company has not entered into any material transaction other than in the ordinary course of business and (iv) except for (x) the issuance of shares of the Company’s common stock pursuant to its stock option plans, 401(k) plan, employee stock purchase plans and stock issued pursuant to acquisitions, (y) the regular quarterly cash dividends declared by the Company to its shareholders and (z) the publicly announced share re-purchase plan, there has not been any material change in the capital stock or long-term debt of the Company, or any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contracts or other documents which are required by the Securities Act or by the Rules and Regulations to be described in the Prospectus or filed as exhibits to the Registration Statement which have not been so described or filed.

5

(r) There is no legal or governmental proceeding pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, singularly or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the best knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(s) No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Notes or suspends the sale of the Notes in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to the Company or any of its subsidiaries which would prevent or suspend the issuance or sale of the Notes or the use of the Prospectus in any jurisdiction; no action, suit or proceeding is pending against or, to the best knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Notes or in any manner draw into question the validity or enforceability of or any action taken or to be taken pursuant thereto; and the Company has complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the Prospectus.

(t) Neither the Company nor any of its Material Subsidiaries is (i) in violation of its charter, by-laws or organizational documents, (ii) in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except where such violation would not have a Material Adverse Effect.

(u) The Company and each of its subsidiaries holds such licenses, certificates, consents, orders, approvals, permits and other authorizations from governmental authorities (including, without limitation, insurance licenses from the insurance regulatory agencies of the various states where it conducts business (“Insurance Licenses”)) which are necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective business as presently conducted, except for such licenses, certificates, consents, orders, approvals, permits or other authorizations the failure to hold which could not reasonably be expected to have a Material Adverse Effect; the Company and each of its subsidiaries has fulfilled and performed all obligations necessary to maintain such licenses, certificates, consents, orders, approvals, permits and other authorizations (including, without limitation, the Insurance Licenses), except where the failure to so fulfill or perform such obligations could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and Prospectus, there is no pending, or to the best knowledge of the Company threatened, action, suit, proceeding or investigation (and, to the best knowledge of the Company, no facts exist which the Company believes could reasonably be the basis for any such action, suit, proceeding or investigation) that may reasonably be expected to lead to the revocation, termination or suspension of any such license, certificate, consent, order, approval, permit or other authorization (including, without limitation, the Insurance Licenses), except where such revocation, termination or suspension could not reasonably be expected to have a Material Adverse Effect; and no insurance regulatory agency or body has issued any order or decree restricting or prohibiting the payment of dividends by the Company’s insurance company subsidiaries to the Company.

(v) All ceded reinsurance and retrocessional agreements to which the Company’s insurance company subsidiaries are a party are in full force and effect, except where the failure to be in full force and effect would not have a Material Adverse Effect. Neither the Company nor any of such subsidiaries has received any notice from any of the other parties to such agreements that such other party intends not to perform in any material respect such agreement and none of the Company and such subsidiaries has any reason to believe that any of the other parties to such agreements will be unable to perform such

6

agreements, except to the extent that (i) the Company or such subsidiary has established appropriate reserves on its financial statements or (ii) such nonperformance could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and each of the Company and its insurance company subsidiaries is entitled to give effect in its underwriting results in its most recently filed statutory financial statements in conformity with the insurance department of the state of domicile of each such subsidiary in effect at such time of preparation for reinsurance ceded pursuant to such agreements.

(w) The Company is not, and is not directly or indirectly controlled by, or acting on behalf of any person which is, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(x) Other than pursuant to this Agreement or as disclosed in the Prospectus under the caption “Underwriting”, there are no contracts, agreements or understandings between the Company and any person that give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment.

(y) Except as described in the Registration Statement and the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the Registration Company Statement.

(z) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 that are effective and the rules and regulations of the Commission that have been adopted and are effective thereunder.

(aa) The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes.

Section 2. Purchase of the Notes by the Underwriters. (a) The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to             % of the principal amount thereof plus accrued and unpaid interest, if any, from             , 200   to the Closing Date. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Notes on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter.

Section 3. Delivery of and Payment for the Notes. (a) Payment for and delivery of the Notes will be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York 10017 at 10:00 A.M., New York City time, on                          , 2004, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing.

(b) Payment for the Notes shall be made on the Closing Date by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

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(c) It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes that it has agreed to purchase. The Representative may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter other than the Representative whose funds shall not have been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.

Section 4. Further Agreements of the Company. The Company agrees with each of the Underwriters as follows:

(a) (i) to prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Representative, to file such Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 a.m., New York City time, on the business day following the date of determination of the public offering price and, at the time of filing, either to pay the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Rules and Regulations and (ii) to file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) of Rule 424(b) within the time period prescribed by such rule, and provide evidence satisfactory to the Representative of such timely filing;

(b) To file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a Prospectus is required in connection with the offering of the Notes;

(c) Prior to filing with the Commission any (i) amendment to the Registration Statement (including any Rule 462(b) Registration Statement) or supplement to the Prospectus, (ii) any document incorporated by reference in the Prospectus or (iii) any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representative and counsel for the Underwriters, and not to file any such document to which the Representative shall reasonably object after having been given reasonable notice of the proposed filing thereof unless the Company is required by law to make such filing;

(d) To advise the Representative promptly, and confirm such advice in writing if requested by the Representative, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (vi) of any order preventing or suspending the use of any prospectus relating to the Notes; (vii) of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, and (vii) of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any stop order or of any such order preventing or suspending the use of any prospectus relating to the Notes or suspending any such qualification and, if any such stop order or order of suspension is issued, to obtain the lifting thereof at the earliest possible time;

(e) To furnish promptly to the Representative and counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; and to deliver promptly without charge to the Underwriters such number of the following documents as the Underwriters from time to time may reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Indenture and the computation of the ratio of earnings to fixed charges), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto);

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(f) If the delivery of a prospectus is required at any time in connection with the sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if for any other reason it shall be necessary at such time to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, then to notify the Representative immediately thereof, and promptly to prepare and, subject to Section 4(c) hereof, file with the Commission an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(g) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission or advisable in connection with the distribution of the Notes;

(h) As soon as practicable to make generally available to the Company’s security holders and to deliver to the Representative an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including Rule 158);

(i) Promptly, from time to time, to take such action as the Representative may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Representative may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction;

(j) The Company shall apply the net proceeds of its sale of the Notes as set forth in the Prospectus;

(k) For a period of 30 days from the date of the Prospectus, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any debt securities (or securities convertible into debt securities) of the Company (other than the Notes in connection herewith) without the prior written consent of the Representative; and

(l) The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes.

Section 5. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Notes on the Closing Date as provided herein is subject to the performance by the Company of its covenants and other obligations required hereunder to be performed on or prior to the Closing Date and to the following additional conditions:

(a) If a post-effective amendment to the Registration Statement is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representative shall have received notice thereof, not later than 5:00 P.M., New York City time, on the date hereof; no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose shall be pending before or threatened by the Commission; the Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

(b) The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of

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the Closing Date.

(c) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(d) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment or supplement thereto) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change in the capital stock or long-term debt or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations or business or prospects of the Company, its Material Subsidiaries and the Company’s other consolidated subsidiaries taken as a whole, the effect of which, in any such case described above, is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and in the Prospectus (exclusive of any amendment or supplement thereto).

(e) The Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representative (i) confirming that such officer has carefully reviewed the Registration Statement and the Prospectus and, to the knowledge of such officer, the representations set forth in Section 3 hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a) and (c) above.

(f) On the date of this Agreement, PricewaterhouseCoopers LLP shall have furnished to the Representative, at the request of the Company, a letter (the “Initial Letter”), dated the date of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative substantially in the form previously furnished to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus; on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representative, at the request of the Company, a bring down of the Initial Letter, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in the accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(g) White & Case LLP, counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A hereto.

(h) Ken DeGiorgio shall have furnished to the Underwriters his written opinion, as General Counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Annex B hereto.

(i) The Representative shall have received on and as of the Closing Date an opinion of Simpson Thacher & Bartlett, counsel for the Underwriters, with respect to such matters as the

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Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Notes; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes.

(k) The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in its respective jurisdiction of organization and its good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l) None of the Underwriters shall have discovered and disclosed to the Company on or prior to the Closing Date that the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(m) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Notes or any of the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Notes or any of the Company’s debt securities or preferred stock.

Section 6. Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Prospectus.

Section 7. Defaulting Underwriters. (a) If, on the Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the non-defaulting Underwriters may make arrangements for the purchase of the Notes which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters, or the Company, except that the Company will continue to be liable for the payment of expenses of the non-defaulting Underwriters to the extent set forth in Sections 8 and 12 hereof and except that the provisions of Sections 9 and 10 hereof as they relate to non-defaulting Underwriters shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Notes which a defaulting Underwriter agreed but failed to purchase.

(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to seven full business days in order to

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effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus that effects any such changes.

Section 8. Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 7, (b) the Company shall fail to tender any of the Notes for delivery to the Underwriters for any reason permitted under this Agreement or (c) the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement, the Company shall reimburse the Underwriters for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Underwriters in connection with this Agreement and the proposed purchase and resale of the Notes. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of such expenses.

Section 9. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Notes to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 4 hereof.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, it being understood and agreed that the only such information consists of the information identified in the Underwriting Agreement as being provided by the Underwriters.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 9. If any such proceeding shall be brought or asserted against an Indemnified Person

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and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 9 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding as required by (a) and (b) above, as applicable, and shall assume the defense thereof. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary in writing; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded (based on the written advice of counsel to the Indemnified Party) that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would (based on the written advice of counsel to the Indemnified Party) be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities Inc. and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment in accordance with paragraphs (a) and (b) above. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and that are indemnifiable hereunder and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Notes and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Notes. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

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omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other reasonable expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Notes exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

Section 10. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except as provided in Section 9 with respect to affiliates, officers, trustees, directors, employees, representatives, agents and controlling persons of the Company and the Underwriters. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 10, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. The term “successors” shall not include a purchaser of any of the Notes from any Underwriter merely because of such purchase.

Section 11. Expenses. The Company agrees with the Underwriters to pay (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Notes and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, all Preliminary Prospectuses and the Prospectus and any amendments and exhibits thereto (including the filing fees of the Commission); (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectuses, the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement; (d) the costs of printing, reproducing and distributing the Indenture, the Notes and this Agreement and any other underwriting and selling group documents by mail, telex or other means of communications; (e) the costs incident to the preparation, printing and delivery of the certificates evidencing the Notes, including stamp duties and transfer taxes, if any, payable upon issuance of the Notes; (f) the fees and expenses of the Company’s counsel and independent accountants; (g) the fees and expenses of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing Blue Sky Memoranda (including related reasonable fees and expenses of counsel for the Underwriters); (h) any fees charged by rating agencies for rating the Notes; (i) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (j) the cost of qualifying the Notes with DTC and other costs and expenses incident to the performance of the obligations of the Company under this Agreement which are not otherwise specifically provided for in this Section 11; provided, however, that except as provided in this Section 11 and Section 8, the Underwriters shall pay their own costs and expenses.

Section 12. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any

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termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any of their respective affiliates, officers, directors, employees, representatives, agents or controlling persons.

Section 13. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

if to the Underwriters, shall be delivered or sent by mail or telecopy transmission to J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017, Attention: High Grade Debt Capital Markets-8^th Floor (telecopier no.: (212) 834-6081); or

if to the Company shall be delivered or sent by mail or telecopy transmission to the address of the Company set forth in the Prospectus, Attention: Ken DeGiorgio (telecopier no.: 714-800-3325);

provided that any notice to the Underwriters pursuant to Section 9(c) shall also be delivered or sent by mail to the Representative at its address set forth on the signature page hereof. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representative.

Section 14. Definition of Terms. For purposes of this Agreement, (a) the term “business day” means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act.

Section 15. Underwriters’ Information. The parties hereto acknowledge and agree that the Underwriters’ Information consists solely of the statements concerning the Underwriters contained in the third paragraph, the fifth paragraph, the seventh paragraph and the eighth paragraph under the heading “Underwriting.”

Section 16. Authority of the Representative. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities Inc. shall be binding upon the Underwriters, and the Company shall be entitled to rely on such action as if it were taken by the Underwriters.

Section 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 18. Counterparts. This Agreement may be executed in one or more counterparts (which may include counterparts delivered by telecopier) and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 19. Amendments. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

Section 20. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

15

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement between the Company and the Underwriters in accordance with its terms.

Very truly yours,
THE FIRST AMERICAN CORPORATION
By:
	Name:  Thomas A. Klemens Title:     Senior Executive Vice President and Chief Financial Officer

Accepted:
J.P. MORGAN SECURITIES INC. [OTHERS]
By	J.P. MORGAN SECURITIES INC.
By:
	Authorized Signatory

Address for notices pursuant to Section 9(c):

J.P. Morgan Securities Inc.

270 Park Avenue

8th Floor

New York, New York 10017

Attention: High Grade Debt Capital Markets

SCHEDULE 1

Underwriters	Principal Amount of Notes
J.P. Morgan Securities Inc.		$·
[OTHERS]		$·
Total	$	150,000,000

SCHEDULE 2

Material Subsidiaries

First American Title Insurance Company

First American Real Estate Information Services, Inc.

First American Real Estate Solutions LLC

ANNEX A

Form of White & Case LLP Opinion

White & Case shall have furnished to the Underwriters their written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth below:

(a) The Company has full right, power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken.

(b) This Agreement has been duly authorized, executed and delivered by the Company.

(c) The Indenture has been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(d) The Notes have been duly authorized, executed, issued and delivered by the Company and, when the Notes have been duly authenticated by the Trustee under the terms of the Indenture and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions.

(e) Each Transaction Document conforms in all material respects to the description thereof contained in the Prospectus.

(f) The statements set forth in the Prospectus under the caption “Description of Notes,” insofar as they purport to describe the provisions of the law and documents referred to therein are accurate in all material respects.

(g) The Company is not an “investment company” or a company “controlled by” an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder, without taking account of any exemption under the Investment Company Act of 1940, as amended, arising out of the number of holders of the Company’s securities.

(h) The Registration Statement was declared effective under the Securities Act and the rules and regulations of the Commission thereunder and the Indenture was qualified under the Trust Indenture Act at [                ] on [                ], 2004; the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on [                ], 2004; and no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel’s knowledge, no proceeding for that purpose is pending or threatened by the Commission;

(i) The Registration Statement, as of the Effective Date, and the Prospectus (including any amendments or supplements thereto) (except for the financial statements and other financial and statistical data included or incorporated by reference therein or omitted therefrom, and other than the Trustee’s Statement of Eligibility on Form T-1, as to which such counsel need not express any opinion), as of its date(s) appear on their face to comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations, the Indenture complies as to form in all material respects with the Trust Indenture Act and the rules and regulations of the Commission thereunder and the Exchange Act Reports (other than (a) the financial statements and related schedules therein, including the notes thereto and the auditor’s report thereon and (b) the other financial data that is included or incorporated by

2

reference therein, as to which such counsel need not express any opinion), when they became effective or were filed with the Commission, as the case may be, appear on their face to be appropriately responsive in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder.

In addition, such counsel shall state that, although they have not undertaken, except as otherwise indicated in their opinion, to determine independently, and do not assume any responsibility for the accuracy or completeness of the statements in the Registration Statement and the Prospectus (other than as set forth in paragraphs (e) and (f) above), as counsel for the Company, they reviewed the documents incorporated by reference therein (the “Exchange Act Reports”), participated in the preparation of the Registration Statement and the Prospectus and in discussions with representatives of the Company and its independent public accountants and advised the Company as to the requirements of the Securities Act and the applicable rules and regulations thereunder. Such counsel shall also state that they reviewed certificates of certain officers of the Company and the letter from the Company’s independent accountants. Such counsel shall state that nothing that came to their attention that has caused them to believe that any part of the Registration Statement (including the Exchange Act Reports (except for the financial statements and other financial and statistical data included or incorporated by reference therein or omitted therefrom, and other than the Trustee’s Statement of Eligibility on Form T-1, as to which such counsel need not express any opinion)) as of the Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus as amended or supplemented (including the Exchange Act Reports) as of its date(s) and as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need not express an opinion with respect to the financial statements and notes and schedules thereto or any other statistical or financial data included therein (including the Exchange Act Reports)).

ANNEX B

[Form of Opinion of Ken DeGiorgio]

Ken DeGiorgio, General Counsel of the Company, shall have furnished to the Underwriters his written opinion, as general counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth below:

(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California; and the Company and each of its Material Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property, maintenance of an office or the conduct of its businesses requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged (except where the failure to so qualify or be licensed or have such power or authority would not, singularly or in the aggregate, have a Material Adverse Effect).

(b) The Company has an authorized capitalization as set forth in the Prospectus.

(c) All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and were not issued in violation of the preemptive rights of any other stockholder of the Company; and all of the issued and outstanding shares of capital stock of each of the Company’s Material Subsidiaries that is a corporation are owned of record by the Company or one or more of its subsidiaries, and all such shares of such capital stock are duly and validly issued, fully paid and non-assessable, except that the transfer of ownership of the capital stock of First American Title Insurance Company (“FATICO”) is subject to the prior approval of the California Department of Insurance. All of the Company’s capital contributions required by First American Real Estate Solutions LLC’s (“FARESLLC”) operating agreement have been made and no future capital contributions are required of the Company. The Company owns indirectly 80% of the membership interests in FARESLLC free and clear of any pledge, lien, security interest, charge, claim, restriction on voting or transfer or encumbrance of any kind, except that the holders of the minority membership interests in FARESLLC have the right to “put” their minority interests to the Company and the Company has the right to “call” such minority interests.

(d) The execution, delivery and performance by the Company of the Transaction Documents, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the material terms thereof and the consummation of the transactions contemplated thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its Material Subsidiaries or any material statute or any material judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Material Subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company of the Indenture, the Notes and this Agreement, the issuance, authentication, sale and delivery of the Notes and compliance by the Company with the terms thereof and the consummation of the transactions contemplated thereby, except for (i) the registration of the Notes under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act, (iii) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Notes by the Underwriters and (iv) such consents, approvals,

2

authorizations, orders, filings, registrations or qualifications which shall have been obtained or made prior to the Closing Date.

(e) To the best knowledge of such counsel, there are no pending actions or suits or judicial, arbitral, rule-making, administrative or other proceedings to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which (A) singularly or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect, (B) questions the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant thereto; or (C) which is required to be disclosed in the Prospectus which is not so disclosed (and any such proceeding as is disclosed in the Prospectus is accurately summarized in all material respects) and, to the best knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. There are no contracts or other documents which are required by the Securities Act or by the Rules and Regulations to be described in the Prospectus or filed as exhibits to the Registration Statement which have not been so described or filed.

(f) Neither the Company nor any of its Material Subsidiaries is (A) in violation of its charter or by-laws, (B) in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it is a party or by which it is bound or to which any of its material property or assets is subject or (C) in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its material property or assets may be subject.

EX-4.2

EXHIBIT 4.2

FORM OF

FIRST SUPPLEMENTAL INDENTURE

Between

THE FIRST AMERICAN CORPORATION,

as Company

and

WILMINGTON TRUST COMPANY,

as Trustee

under the

SENIOR INDENTURE

Dated as of April 7, 1998

    % Senior Notes due 20    

Dated as of July     , 2004

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (this “First Supplement”) dated as of July     , 2004 under that certain Senior Indenture (as defined in the first recital) by and between THE FIRST AMERICAN CORPORATION, a California corporation formerly known as The First American Financial Corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, but solely as Trustee under the Senior Indenture (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to that certain Senior Indenture, dated as of April 7, 1998 (the “Indenture”);

WHEREAS, Section 9.1 of the Indenture provides, among other things, that the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of authorizing a series of Securities and to establish the form or terms of such series of Securities;

WHEREAS, the Company has duly authorized the creation of a series of     % Senior Notes due 20     as provided herein (the “Notes”); and

WHEREAS, the Company and the Trustee are executing and delivering this First Supplement in order to provide for the Notes.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Trustee hereby agree as follows:

SECTION 1. Definitions.

(a) Terms used herein and not otherwise defined herein shall have the meanings set forth in the Indenture.

(b) All references to “Sections” shall be to the sections of this First Supplement unless otherwise provided herein.

SECTION 2. Creation of Series of Notes. There is hereby created for issuance under this First Supplement the Notes which shall be designated “    % Senior Notes due 20    .” As provided in Section 3.1 of the Indenture, the following terms of such Notes are established hereby:

(a) subject to Section 3.1(b) of the Indenture, the aggregate principal amount of the Notes that may be authenticated and delivered under this First Supplement shall initially be limited to One Hundred Fifty Million Dollars ($150,000,000); provided, however, the Company may issue an additional principal amount of Notes pursuant to a Board Resolution;

(b) the principal of the Notes shall be paid at maturity on                 , 20    ;

(c) the Notes shall bear interest at the rate of     % per annum; the Interest Payment Dates shall be          and          of each year, commencing                 , 200    ; interest shall accrue from the date of authentication of the Notes by the Trustee;

(d) each Note shall be dated the date of authentication thereof by the Trustee;

(e) payment of principal of (and premium, if any) and interest will be made at the office or agency of the Company maintained for that purpose in the United States; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person

entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified in the Securities Register; the Notes may be presented to the Securities Registrar at the Corporate Trust Office of the Trustee for registration of transfer or exchange; any notices and demands to or upon the Company in respect of the Notes may be made at the Corporate Trust Office of the Trustee;

(f) the Notes shall be redeemable at the option of the Company as provided in Section 5 below;

(g) the Notes are to be issued in the form of a fully registered Global Security; the depositary for the Global Security is The Depository Trust Company (“DTC”);

(h) the Notes may be issued at various times, but shall otherwise be substantially identical except for denomination; and

(i) the indebtedness evidenced by the Notes is unsecured and ranks senior in right of payment to all existing or future indebtedness of the Company that is by its terms expressly subordinated in right of payment to the senior unsecured indebtedness of the Company and ranks pari passu with all other unsecured indebtedness of the Company.

SECTION 3. Global Security. The Notes will be issued in the form of a fully registered Global Security substantially in the form of Exhibit A attached hereto (the “Global Security”), which will be deposited with the Trustee as nominee for DTC and registered in the name of the Cede & Co. or its nominee. Except as set forth herein, the Global Security may be transferred, in whole, but not in part, only to nominees of DTC or to a successor thereof or such successor’s nominee.

SECTION 4. Redemption at Maturity. Unless previously redeemed, converted or purchased and canceled as herein provided, the Company will redeem the Notes at 100% of the principal amount together with interest accrued and unpaid to the date of such redemption on                 , 20    .

SECTION 5. Optional Redemption. The Notes will be redeemable, on not less than 30 days’ notice and not more than 60 days’ notice, at the option of the Company, in part only in the amount of $1,000 or integral multiples thereof at the redemption price provided for in the Notes. Notice of such redemption shall be given as provided in Section 11.4 of the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes.

SECTION 6. Amendment to the Indenture. The following provisions of the Indenture shall be amended as set forth below; provided that, in accordance with Section 9.1(6) of the Indenture, such amendments shall be effective only with respect to the Notes and to Securities issued after the date hereof and shall not apply to any Outstanding Securities:

(a) Section 5.1(6) of the Indenture is hereby amended by deleting “$10 million” therefrom and inserting “$25 million” in its place; and

(b) Section 5.1(7) of the Indenture is hereby amended by deleting “$10 million” therefrom and inserting “$25 million” in its place

SECTION 7. Modification and Ratification of Indenture. As supplemented and modified by this First Supplement, the Indenture is in all respects ratified and confirmed, and the Indenture as so supplemented and modified by this First Supplement shall be read, taken and construed as one and the same instrument.

- 2 -

SECTION 8. Counterparts. This First Supplement may be executed in any number of counterparts each of which so executed shall be deemed to be an original but all of such counterparts shall together constitute but one and the same instrument.

SECTION 9. Governing Law. As provided in Section 1.12 of the Indenture, this First Supplement and each Note shall be construed in accordance with the laws the State of New York.

SECTION 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever (other than as required under the Indenture) for or in respect of the validity or sufficiency of this First Supplement or the due execution hereof by the Company. The recitals of fact contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness thereof.

*                    *                     *

- 3 -

IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be duly executed as of the year and date first above written.

THE FIRST AMERICAN CORPORATION,     as Company
By:
	Name: Title:

WILMINGTON TRUST COMPANY, not in its     individual capacity, but solely as Trustee
By:
	Name: Title:

EXHIBIT A

FORM OF

SENIOR NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THE FIRST AMERICAN CORPORATION

CUSIP [            ]

[            ]% senior note due                          , 20[            ]

No.[            ] $[            ]

THE FIRST AMERICAN CORPORATION, a corporation organized and existing under the laws of the state of California (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ] Dollars on [            ], 20[            ]. The Company further promises to pay interest on said principal sum from [            ], 2000 or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for, semi-annually in arrears on [            ] and [            ] of each year, commencing [            ], 200[            ], at the rate of [            ]% per annum, until the principal hereof shall have become due and payable, [if applicable, insert plus Additional Interest, if any,] until the principal hereof is paid or duly provided for or made available for payment. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. A “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the City of New York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities is registered at the close of business on the Regular Record Date for such interest installment, which shall be the fifteenth day preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated

A-1

quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or self-regulatory organization, all as more fully provided in said Indenture.

Payment of principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified in the Securities Register.

The indebtedness evidenced by this Security is unsecured and ranks senior in right of payment to all existing or future indebtedness of the Company that is by its terms expressly subordinated in right of payment to this Security and ranks pari passu with all other indebtedness of the Company.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

THE FIRST AMERICAN CORPORATION
By:
	Name
	Title: [President or Vice President]

Attest:

Name:

Title: [Secretary or Assistant Secretary]

A-3

(reverse)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Senior Indenture, dated as of April 7, 1998 (herein called the “Indenture”), between the Company and The Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all Indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $150,000,000.

Unless otherwise defined herein, all terms used in this Security that are defined in the Indenture shall have the meanings assigned to them therein.

The Company may at any time, at its option, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a redemption price equal to the greater of:

• 100% of the principal amount of the senior notes then outstanding to be redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest on the senior notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus [            ] basis points

plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

For purposes of calculating the redemption price, the following terms have the following definitions:

“treasury rate” means, with respect to any redemption date:

• the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

• if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

The treasury rate will be calculated on the third business day preceding the date fixed for redemption.

“comparable treasury issue” means the U.S. Treasury security selected by an independent investment banker as having a maturity comparable to the remaining term (“remaining life”) of the senior notes to be redeemed that would be utilized, at the time of selection and in accordance with customary

A-4

financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such senior notes.

“comparable treasury price” means (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.

“independent investment banker” means either J.P. Morgan Securities Inc. or [            ], as specified by us, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by us.

“reference treasury dealer” means (1) J.P. Morgan Securities Inc. and [            ] and their respective successors, provided, however, that if either of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “primary treasury dealer”), we will substitute therefor another primary treasury dealer and (2) any other primary treasury dealer selected by us after consultation with the independent investment banker.

“reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series to be affected by such supplemental Indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders) and upon any such declaration the principal amount of and the accrued interest (including Additional Interest) on all the Securities of this series shall become immediately due and payable.

Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

A-5

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same.

THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

This is one of the Securities referred to in the Indenture.

Dated:	The Wilmington Trust Company as Trustee
	By:
		Authorized Signatory

A-6

EX-5.1

EXHIBIT 5.1

[White & Case LLP Letterhead]

July 14, 2004

The First American Corporation

1 First American Way

Santa Ana, California 92707

Ladies and Gentlemen:

We have examined the amended registration statement on Form S-3 (the “Registration Statement”) filed today by The First American Corporation (the “Company”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of up to $150,000,000 in aggregate principal amount of the Company’s senior notes (the “Notes”), to be issued under an Indenture, dated as of April 7, 1998 (the “Indenture”), as supplemented by the First Supplemental Indenture to be entered into (the “First Supplemental Indenture”), in each case between the Company and Wilmington Trust Company, as trustee.

In our opinion, when the Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the terms and conditions of the Indenture and the First Supplemental Indenture, the Notes will be legally issued and will be legally binding obligations of the Company, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC thereunder.

Very truly yours,

/s/ White & Case LLP

NWR:JD

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 11, 2004 relating to the consolidated financial statements and financial statement schedules, which appears in The First American Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/    PricewaterhouseCoopers LLP

San Francisco, CA

July 14, 2004