10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2004

OR

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

For the transition period from                                  to                                 

Commission file number 001-13585

(Exact name of registrant as specified in its charter)

Incorporated in California	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 First American Way, Santa Ana, California 92707-5913

(Address of principal executive offices) (Zip Code)

(714) 800-3000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Common	New York Stock Exchange
Rights to Purchase Series A Junior Participating Preferred	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 C.F.R. § 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark if the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2004 was $2,208,646,893.

On March 14, 2005, there were 92,850,176 shares of Common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement with respect to the 2005 annual meeting of the shareholders are incorporated by reference in Part III of this report. The definitive proxy statement will be filed no later than 120 days after the close of Registrant’s fiscal year.

PART I

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING THOSE RELATING TO INCREASES IN THE COMPANY’S SHARE OF THE TITLE INSURANCE MARKET, THE COMPANY’S COMMERCIAL SALES PROGRAM, INTERNATIONAL SALES EFFORTS, ADEQUACY OF ALLOWANCE FOR LOAN LOSSES, CORPORATE OFFICE EXPANSION, LITIGATION, DIVIDENDS, FUNDING FOR CORPORATE OFFICE EXPANSION, REGULATORY RESTRICTIONS ON DIVIDENDS, LOANS AND ADVANCES AVAILABLE TO THE COMPANY, CASH REQUIREMENTS AND FUNDING FOR NON-QUALIFIED SUPPLEMENTAL BENEFIT PLANS ARE FORWARD LOOKING. RISKS AND UNCERTAINTIES EXIST THAT MAY CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE THE ANTICIPATED RESULTS TO DIFFER FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDE: INTEREST RATE FLUCTUATIONS; CHANGES IN THE PERFORMANCE OF THE REAL ESTATE MARKETS; LIMITATIONS ON ACCESS TO PUBLIC RECORDS AND OTHER DATA; GENERAL VOLATILITY IN THE CAPITAL MARKETS; CHANGES IN APPLICABLE GOVERNMENT REGULATIONS; CONSOLIDATION AMONG THE COMPANY’S SIGNIFICANT CUSTOMERS AND COMPETITORS; THE COMPANY’S CONTINUED ABILITY TO IDENTIFY BUSINESSES TO BE ACQUIRED; CHANGES IN THE COMPANY’S ABILITY TO INTEGRATE BUSINESSES WHICH IT ACQUIRES; AND OTHER FACTORS DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K. THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING STATEMENTS ARE MADE.

Item 1.    Business

The Company

The First American Corporation was founded in 1894 as Orange County Title Company, succeeding to the business of two title abstract companies founded in 1889 and operating in Orange County, California. In 1924, the Company began issuing title insurance policies. In 1986, the Company began a diversification program which involved the acquisition and development of business information companies closely related to the real estate transfer and closing process. Twelve years later, the Company expanded its diversification program to include business information products and services outside of the real estate transfer and closing process. The Company is a California corporation and has its executive offices at 1 First American Way, Santa Ana, California 92707-5913. The Company’s telephone number is (714) 800-3000.

General

The First American Corporation, through its subsidiaries, is engaged in the business of providing business information and related products and services. The Company has six reporting segments that fall within two primary business groups, financial services and information technology. The financial services group includes the Company’s title insurance and services segment and its specialty insurance segment. The title insurance and services segment issues residential and commercial title insurance policies, accommodates tax-deferred exchanges and provides escrow, equity loan, investment advisory, trust, thrift and other related products and services. The specialty insurance segment issues property and casualty insurance policies and sells home warranty products. The Company’s mortgage information, property information, credit information and screening information segments comprise its information technology group. The mortgage information segment offers tax monitoring, flood zone certification, default management services, document preparation and other real estate related services. The property information segment sells data relating to real property, database management services and appraisal services. In addition to providing specialty credit reports to the mortgage lending and automotive lending industries, the credit information segment includes a credit reporting agency which offers credit reports on sub-prime borrowers. The screening information segment provides employment

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background screening, drug-free workplace programs and other occupational health services, employee assistance programs, corporate tax and incentive services, resident screening, motor vehicle records, transportation business credit services, investigative services, computer forensics and electronic discovery services, supply chain security and consumer location services. Financial information regarding each of the Company’s business segments is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” of Part II of this report.

The Company believes that it holds the number one market share position for many of its products and services, including flood zone determinations, based on the number of flood zone certification reports issued; tax monitoring services, based on the number of loans under service; credit reporting services to the mortgage industry, based on the number of credit reports issued; credit reporting services to the automotive lending industry, based on the number of credit reports issued; property data services, based on the number of inquiries; automated appraisals, based on the number of reports sold; and resident screening, based on the number of reports issued. The Company also believes that it holds the number two market share position for title insurance, based on operating revenues; home warranty services, based on the number of home warranty contracts in effect; default management services, based on the number of foreclosure/bankruptcy cases reported; and drug testing administration, based on the number of reports issued.

Substantially all of the revenues for the Company’s title insurance and services and mortgage information segments result from resales and refinancings of residential real estate and, to a lesser extent, from commercial transactions and the construction and sale of new housing. Over one-half of the revenues in the Company’s property information and credit information segments also depend on real estate activity. The remaining portion of the property information and credit information revenues, as well as the revenues for the Company’s specialty insurance and screening information segments are isolated from the volatility of real estate transactions. Real estate activity is cyclical in nature and is affected greatly by the cost and availability of long-term mortgage funds. Real estate activity and, in turn, a large portion of the Company’s revenue base, can be adversely affected during periods of high interest rates and/or limited money supply. However, this adverse effect is mitigated in part by the continuing diversification of the Company’s operations into areas outside of the traditional real estate transfer and closing process.

The Financial Services Group

Title Insurance and Services Segment

The title insurance and services segment’s principal product is policies of title insurance on residential and commercial property. This segment also provides tax-deferred exchange, escrow, equity loan, investment advisory, trust, thrift and other related products and services.

Overview of Title Insurance Industry

Title to, and the priority of interests in, real estate are determined in accordance with applicable laws. In most real estate transactions, mortgage lenders and purchasers of real estate desire to be protected from loss or damage in the event that title is not as represented. In most parts of the United States, title insurance has become accepted as the most efficient means of providing such protection.

Title Policies.    Title insurance policies insure the interests of owners and lenders against defects in the title to real property. These defects include adverse ownership claims, liens, encumbrances or other matters affecting such title which existed at the time a title insurance policy was issued and which were not excluded from coverage. Title insurance policies are issued on the basis of a title report, which is prepared after a search of the public records, maps, documents and prior title policies to ascertain the existence of easements, restrictions, rights of way, conditions, encumbrances or other matters affecting the title to, or use of, real property. In certain

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instances, a visual inspection of the property is also made. To facilitate the preparation of title reports, copies of public records, maps, documents and prior title policies may be compiled and indexed to specific properties in an area. This compilation is known as a “title plant.”

The beneficiaries of title insurance policies are generally real estate buyers and mortgage lenders. A title insurance policy indemnifies the named insured and certain successors in interest against title defects, liens and encumbrances existing as of the date of the policy and not specifically excepted from its provisions. The policy typically provides coverage for the real property mortgage lender in the amount of its outstanding mortgage loan balance and for the buyer in the amount of the purchase price of the property. In some cases the policy might provide insurance in a greater amount where the buyer anticipates constructing improvements on the property. Coverage under a title insurance policy issued to a real property mortgage lender generally terminates upon the sale of the insured property unless the owner carries back a mortgage or makes certain warranties as to the title.

Before issuing title policies, title insurers seek to limit their risk of loss by accurately performing title searches and examinations. The major expenses of a title company relate to such searches and examinations, the preparation of preliminary reports or commitments and the maintenance of title plants, and not from claim losses as in the case of property and casualty insurers.

The Closing Process.    Title insurance is essential to the real estate closing process in most transactions involving real property mortgage lenders. In a typical residential real estate sale transaction, a real estate broker, lawyer, developer, lender or closer involved in the transaction orders title insurance on behalf of an insured. Once the order has been placed, a title insurance company or an agent conducts a title search to determine the current status of the title to the property. When the search is complete, the title company or agent prepares, issues and circulates a commitment or preliminary title report to the parties to the transaction. The commitment summarizes the current status of the title to the property, identifies the conditions, exceptions and/or limitations that the title insurer intends to attach to the policy and identifies items appearing on the title that must be eliminated prior to closing.

The closing function, sometimes called an escrow in western states, is often performed by a lawyer, an escrow company or a title insurance company or agent, generally referred to as a “closer”. Once documentation has been prepared and signed, and mortgage lender payoff demands are in hand, the transaction is “closed.” The closer records the appropriate title documents and arranges the transfer of funds to pay off prior loans and extinguish the liens securing such loans. Title policies are then issued insuring the priority of the mortgage of the real property mortgage lender in the amount of its mortgage loan and the buyer in the amount of the purchase price. The time lag between the opening of the title order and the issuance of the title policy is usually between 30 and 90 days. The seller and the buyer bear the risk of loss during this time lag. Any matter affecting title which is discovered during this period would have to be dealt with to the title insurers’ satisfaction or the insurer would exclude the matter from the coverage afforded by the title policy. Before a closing takes place, however, the closer would request that the title insurer provide an update to the commitment to discover any adverse matters affecting title and, if any are found, would work with the seller to eliminate them so that the title insurer would issue the title policy subject only to those exceptions to coverage which are acceptable to the buyer and the buyer’s lender.

Issuing the Policy: Direct vs. Agency.    A title policy can be issued directly by a title insurer or indirectly on behalf of a title insurer through agents which are not themselves licensed as insurers. Where the policy is issued by a title insurer, the search is performed by or at the direction of the title insurer, and the premium is collected and retained by the title insurer. Where the policy is issued by an agent, the agent performs the search, examines the title, collects the premium and retains a portion of the premium. The agent remits the remainder of the premium to the title insurer as compensation for bearing risk of loss in the event a claim is made under the policy. The percentage of the premium retained by an agent varies from region to region. A title insurer is obligated to pay title claims in accordance with the terms of its policies, regardless of whether it issues its policy directly or indirectly through an agent.

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Premiums.    The premium for title insurance is due and earned in full when the real estate transaction is closed. Premiums are generally calculated with reference to the policy amount. The premium charged by a title insurer or an agent is subject to regulation in most areas. Such regulations vary from state to state.

The Company’s Title Insurance Operations

Overview.    The Company, through First American Title Insurance Company and its affiliates, transacts the business of title insurance through a network of direct operations and agents. Through this network, the Company issues policies in all states (except Iowa) and the District of Columbia. In Iowa, the Company provides abstracts of title only, because title insurance is not permitted by law. The Company also offers title services in Guam, Puerto Rico, the U.S. Virgin Islands, the Bahamas, Australia, Canada, Hong Kong, Ireland, Mexico, New Zealand, South Korea, the United Kingdom and other territories and countries.

The Company plans to continue increasing its share of the title insurance market through strategic acquisitions and further development of its existing branch office and agency operations. The Company also continues to focus on expanding its share of the higher margin title insurance business conducted in connection with commercial transactions. The Company believes its national commercial market share has grown through programs directed at major developers, lenders and law firms.

Sales and Marketing.    The Company markets its title insurance services to a broad range of customers. The Company believes that its primary source of business is referrals from persons in the real estate community, such as independent escrow companies, real estate agents and brokers, developers, mortgage brokers, mortgage bankers, financial institutions and attorneys. In addition to the referral market, the Company markets its title insurance services directly to large corporate customers and mortgage lenders. As title agents contribute a large portion of the Company’s revenues, the Company also markets its title insurance services to independent agents. The Company’s marketing efforts emphasize the quality and timeliness of its services, process innovation and its national presence.

While virtually all personnel in the Company’s title insurance business assist in marketing efforts, the Company maintains a sales force of more than 1,000 persons dedicated solely to marketing. This sales force, which is located throughout the Company’s branch office network, not only markets the Company’s title insurance services, but also certain of the Company’s other products. The Company provides its sales personnel with training in selling techniques, and each branch manager is responsible for hiring the sales staff and ensuring that sales personnel under his or her supervision are properly trained. In addition to this sales force, the Company has approximately 60 salespeople in its national commercial services division. One of the responsibilities of the sales personnel of this division is the coordination of marketing efforts directed at large real estate lenders and companies developing, selling, buying or brokering properties on a multi-state basis. The Company also supplements the efforts of its sales force through general advertising in various trade and professional journals.

The Company’s increased commercial sales effort has enabled the Company to expand its commercial business base. Because commercial transactions involve higher coverage amounts and yield higher premiums, commercial title insurance business generates greater profit margins than does residential title insurance business. Accordingly, the Company plans to continue to emphasize its commercial sales program.

Although sales outside of the United States account for a small percentage of the Company’s revenues, the Company believes that the acceptance of title insurance in foreign markets has increased in recent years. Accordingly, the Company plans to continue its international sales efforts, particularly in Canada, the United Kingdom and Australia.

Underwriting.    Before a title insurance policy is issued, a number of underwriting decisions are made. For example, matters of record revealed during the title search may require a determination as to whether an exception should be taken in the policy. The Company believes that it is important for the underwriting function

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to operate efficiently and effectively at all decision making levels so that transactions may proceed in a timely manner. To perform this function, the Company has underwriters at the branch level, the regional level and the national level.

Agency Operations.    The relationship between the Company and each agent is governed by an agency agreement which states the conditions under which the agent is authorized to issue title insurance policies on behalf of the Company. The agency agreement also prescribes the circumstances under which the agent may be liable to the Company if a policy loss is attributable to error of the agent. Such agency agreements typically have a term of one to five years and are terminable immediately for cause.

Due to the high incidence of agency fraud in the title insurance industry during the late 1980s, the Company instituted measures to strengthen its agent selection and audit programs. In determining whether to engage an independent agent, the Company investigates the agent’s experience, background, financial condition and past performance. The Company maintains loss experience records for each agent and conducts periodic audits of its agents. The Company also maintains a large number of agent representatives and agent auditors. Agent representatives periodically visit agents and examine their books and records. In addition to periodic audits, a full agent audit will be triggered if certain “warning signs” are evident. Warning signs that can trigger an audit include the failure to implement Company-required accounting controls, shortages of escrow funds and failure to remit underwriting fees on a timely basis.

Title Plants.    The Company’s network of title plants constitutes one of its principal assets. A title search is conducted by searching the public records or utilizing a title plant. While public records are indexed by reference to the names of the parties to a given recorded document, most title plants arrange their records on a geographic basis. Because of this difference title plant records generally are easier to search. Most title plants also index prior policies, adding to searching efficiency. Many title plants are computerized. Certain offices of the Company utilize jointly owned plants or utilize a plant under a joint user agreement with other title companies. The Company believes its title plants, whether wholly or partially owned or utilized under a joint user agreement, are among the best in the industry.

The Company has significantly enhanced its investment in title plants through three business combinations. The first was the formation of a joint venture with Experian Information Solutions on January 1, 1998. Experian contributed to the joint venture its real estate information division. In June 1998 the Company acquired Data Tree Corporation, which owns the largest database of real estate document images. In July 2000 the Company and LandAmerica Financial Group formed Data Trace Information Services, LLC. This business, which is 80% owned by the Company and 20% owned by LandAmerica, is a provider of comprehensive title information delivery systems.

The Company’s title plants are carried on its balance sheet at original cost, which includes the cost of producing or acquiring interests in title plants or the appraised value of subsidiaries’ title plants at dates of acquisition for companies accounted for as purchases. Thereafter, the cost of daily maintenance of these plants is charged to expense as incurred. A properly maintained title plant has an indefinite life and does not diminish in value with the passage of time. Therefore, in accordance with generally accepted accounting principles, no provision is made for depreciation of these plants. Since each document must be reviewed and indexed into the title plant, such maintenance activities constitute a significant item of expense. The Company is able to offset title plant maintenance costs at its plants through joint ownership and access agreements with other title insurers and title agents.

Reserves for Claims and Losses.    The Company provides for title insurance losses based upon its historical experience and other factors by a charge to expense when the related premium revenue is recognized. The resulting reserve for known claims and incurred but not reported claims reflects management’s best estimate of the total costs required to settle all claims reported to the Company and claims incurred but not reported, and is considered by the Company to be adequate for such purpose.

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In settling claims, the Company occasionally purchases and ultimately sells the interest of the insured in the real property or the interest of the claimant adverse to the insured. These assets, which totaled $40.1 million at December 31, 2004, are carried at the lower of cost or fair value, less costs to sell, and are included in “Other assets” in the Company’s consolidated balance sheets.

Reinsurance and Coinsurance.    The Company assumes and distributes large title insurance risks through mechanisms of reinsurance and coinsurance. In reinsurance agreements, in exchange for a portion of the premium, the reinsurer accepts that part of the risk which the primary insurer cedes to the reinsurer over and above the portion retained by the primary insurer. The primary insurer, however, remains liable for the total risk in the event that the reinsurer does not meet its obligation. As a general rule, the Company does not retain more than $40.0 million of primary risk on any single policy, though the Company may retain primary risk above $40.0 million on a case-by-case basis. Under coinsurance agreements, each coinsurer is jointly and severally liable for the risk insured, or for so much thereof as is agreed to by the parties. The Company’s reinsurance activities account for less than 1.0% of its total title insurance operating revenues.

Competition.    The title insurance business is highly competitive. The number of competing companies and the size of such companies vary in the different areas in which the Company conducts business. Generally, in areas of major real estate activity, such as metropolitan and suburban localities, the Company competes with many other title insurers. Thirty-four title insurance underwriters, for example, are members of the American Land Title Association, the title insurance industry’s national trade association. The Company’s major nationwide competitors in its principal markets include Fidelity National Title Insurance Company, LandAmerica, Stewart Title Guaranty Company and Old Republic Title Insurance Group. In addition to these nationwide competitors, numerous agency operations throughout the country provide aggressive competition on the local level.

The Company believes that competition for title insurance business is based primarily on the quality and timeliness of service, because parties to real estate transactions are usually concerned with time schedules and costs associated with delays in closing transactions. In those states where prices are not established by regulatory authorities, the price of title insurance policies is also an important competitive factor. The Company believes that it provides quality service in a timely manner at competitive prices.

Trust, Thrift and Investment Advisory Services.    Since 1960, the Company has conducted a general trust business in California, acting as trustee when so appointed pursuant to court order or private agreement. In 1985, the Company formed a banking subsidiary into which its subsidiary trust operation was merged. During August 1999, this subsidiary converted from a state-chartered bank to a federal savings bank. As of December 31, 2004, the trust operation was administering fiduciary and custodial assets having a market value in excess of $2.9 billion. The trust operation also offers investment advisory services.

During 1988, the Company, through a majority-owned subsidiary, acquired an industrial bank, formerly known as an industrial loan corporation, that accepts thrift deposits and uses deposited funds to originate and purchase loans secured by commercial properties primarily in Southern California. As of December 31, 2004, this Thrift had approximately $62.5 million of demand deposits and $101.3 million of loans outstanding.

Loans made or acquired during the current year by the Thrift ranged in amount from $15 thousand to $3.1 million. The average loan balance outstanding at December 31, 2004, was $0.5 million. Loans are made only on a secured basis, at loan-to-value percentages no greater than 75.0%.

The Thrift specializes in making commercial real estate loans. In excess of 99.5% of the Thrift’s loans are made on a variable rate basis. The average yield on the Thrift’s loan portfolio as of December 31, 2004, was 7.04%. A number of factors are included in the determination of average yield, principal among which are loan fees and closing points amortized to income, prepayment penalties recorded as income, and amortization of discounts on purchased loans. The Thrift’s primary competitors in the Southern California commercial market

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are local community banks, other thrift and loan companies and, to a lesser extent, commercial banks. The Thrift’s average loan is approximately 14.0 years in duration.

The performance of the Thrift’s loan portfolio is evaluated on an ongoing basis by management of the Thrift. The Thrift places a loan on non-accrual status when two payments become past due. When a loan is placed on non-accrual status, the Thrift’s general policy is to reverse from income previously accrued but unpaid interest. Income on such loans is subsequently recognized only to the extent that cash is received and future collection of principal is probable.

The following table sets forth the amount of the Thrift’s non-performing assets as of the dates indicated:

	Year Ended December 31
	2004		2003		2002		2001		2000
	(in thousands)
Nonperforming Assets:
Loans accounted for on a nonaccrual basis	$	—	$	53	$	65	$	94	$	89
Total	$	—	$	53	$	65	$	94	$	89

Based on a variety of factors concerning the creditworthiness of its borrowers, the Thrift determined that it had no potential problem loans in existence as of December 31, 2004.

The Thrift’s allowance for loan losses is established through charges to earnings in the form of provision for loan losses. Loan losses are charged to, and recoveries are credited to, the allowance for loan losses. The provision for loan losses is determined after considering various factors, such as loan loss experience, maturity of the portfolio, size of the portfolio, borrower credit history, the existing allowance for loan losses, current charges and recoveries to the allowance for loan losses, the overall quality of the loan portfolio, and current economic conditions, as determined by management of the Thrift, regulatory agencies and independent credit review specialists. While many of these factors are essentially a matter of judgment and may not be reduced to a mathematical formula, the Company believes that, in light of the collateral securing its loan portfolio, the Thrift’s current allowance for loan losses is an adequate allowance against foreseeable losses.

The following table provides certain information with respect to the Thrift’s allowance for loan losses as well as charge-off and recovery activity.

	Year Ended December 31
	2004			2003			2002			2001			2000
	(in thousands, except percentages)
Allowance for Loan Losses:
Balance at beginning of year	$	1,290		$	1,170		$	1,050		$	1,020		$	905
Charge-offs:
Real estate—mortgage		—			—			—			(140	)		—
Assigned lease payments		—			—			(3	)		(2	)		(2	)
		—			—			(3	)		(142	)		(2	)
Recoveries:
Real estate—mortgage		—			—			—			—			9
Assigned lease payments		—			—			—			—			—
		—			—			—			—			9
Net (charge-offs) recoveries		—			—			(3	)		(142	)		7
Provision for losses		60			120			123			172			108
Balance at end of year	$	1,350		$	1,290		$	1,170		$	1,050		$	1,020
Ratio of net charge-offs during the year to average loans outstanding during the year		00	%		00	%		00	%		14	%		(.01	)%

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The adequacy of the Thrift’s allowance for loan losses is based on formula allocations and specific allocations. Formula allocations are made on a percentage basis, which is dependent on the underlying collateral, the type of loan and general economic conditions. Specific allocations are made as problem or potential problem loans are identified and are based upon an evaluation by the Thrift’s management of the status of such loans. Specific allocations may be revised from time to time as the status of problem or potential problem loans changes.

The following table shows the allocation of the Thrift’s allowance for loan losses and the percent of loans in each category to total loans at the dates indicated.

	Year Ended December 31
	2004			2003			2002			2001			2000
	Allowance		% of Loans	Allowance		% of Loans	Allowance		% of Loans	Allowance		% of Loans	Allowance		% of Loans
	(in thousands, except percentages)
Loan Categories:
Real estate-mortgage	$	1,349	100	$	1,289	100	$	1,159	100	$	1,036	100	$	1,002	100
Other		1	—		1	—		11	—		14	—		18	—
	$	1,350	100	$	1,290	100	$	1,170	100	$	1,050	100	$	1,020	100

Prior to January 2004 the Company’s trust, thrift and investment advisory companies made up its Trust and Other Services segment. In January 2004, the Company combined this segment with its Title Insurance and Services segment to better reflect the interaction within these businesses. This presentation is consistent with the way the operations of these businesses are evaluated by the Company’s management.

Specialty Insurance Segment

Home Warranties.    The Company’s home warranty business commenced operations in 1984, in part with the proceeds of a $1.5 million loan from the Company which was, in 1986, converted to a majority equity interest. The Company’s home warranty business issues one-year warranties that protect homeowners against defects in household systems and appliances, such as plumbing, water heaters and furnaces. The Company’s home warranty subsidiary currently charges approximately $245 to $420 for its basic home warranty contract. Optional coverage is available for air conditioners, pools, spas, washers, dryers, refrigerators and other items for charges ranging from approximately $25 to $160 per year. Coverage is renewable annually at the option of the homeowner upon approval by the home warranty subsidiary. Fees for the warranties are paid at the closing of the home purchase and are recognized monthly over a 12-month period. Home warranties primarily are marketed through real estate brokers and agents. This business has continually expanded nationally and is currently doing business in 45 states.

Property and Casualty Insurance.    The Company offers property and casualty insurance through its subsidiaries First American Property and Casualty Insurance Company and First American Specialty Insurance Company. First American Property and Casualty Insurance Company primarily conducts its business utilizing the Company’s distribution channels, allowing for cross selling through existing closing-service activities. First American Specialty Insurance Company conducts its business utilizing a network of brokers.

The Information Technology Group

Mortgage Information Segment

The mortgage information segment provides tax monitoring, flood zone certification, default management services, document preparation services and other real estate related services.

Tax Monitoring.    The Company’s tax monitoring service, established in 1987, advises real property mortgage lenders of the status of property tax payments due on real estate securing their loans. With the acquisition of Transamerica Finance Corporation’s tax monitoring business in October 2003, the Company believes that it became the largest provider of tax monitoring services in the United States.

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Under a typical contract the Company, on behalf of a mortgage lender, monitors the real estate taxes owing on properties securing such lender’s mortgage loans for the life of such loans. In general, providers of tax monitoring services, such as the Company’s tax service, indemnify mortgage lenders against losses resulting from a failure to monitor delinquent taxes. Where a mortgage lender requires that tax payments be impounded on behalf of borrowers, the Company may be required to monitor and oversee the transfer of these monies to the taxing authorities and provide confirmation to lenders that such taxes have been paid.

The Company recognizes revenues from tax service contracts over the estimated duration of the contracts. However, income taxes are paid on the entire fee in the year the fee is received. Historically, the Company has maintained minimal reserves for losses relating to its tax monitoring service because its losses have been negligible.

Flood Zone Certification.    In January 1995, the Company entered the flood zone certification business with the acquisition of Flood Data Services, Inc In October 2003 the Company substantially expanded this business with the acquisition of Transamerica Flood Hazard Certification, Inc., one of the Company’s primary competitors in this business. This business furnishes to mortgage lenders a report as to whether a subject property lies within a governmentally delineated flood hazard area. Federal legislation passed in 1994 requires that most mortgage lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain updates during the life of the loan.

Default Services.    The Company’s default management business sells software and services which help mortgage servicing companies and financial institutions mitigate losses on mortgages that are in default as well as manage foreclosures, maintain and sell real estate owned properties and process claims.

Property Information Segment

The Company’s property information segment provides data and database services to various businesses, in particular to businesses operating in the real estate industry, such as mortgage lenders and brokers, real estate agents, property and casualty insurance companies and title insurance companies. The data offered by this segment include property characteristic information, such as the square footage of a piece of property or the number of rooms in a residence, and images of publicly recorded documents relating to real property. The Company delivers such data to its customers almost exclusively through electronic means, including the Internet. This segment also owns and manages databases of title and tax records, known as title plants, which are used primarily by title insurance companies in the issuance of title insurance policies.

This segment also provides appraisal services to mortgage lenders, real estate agents, investors and other businesses requiring valuations of real property. These services include traditional appraisals, which require physical inspection and human analysis, broker price opinion services, which value real property based on the opinions of real estate brokers and agents, and automated valuation models which use data and sophisticated mathematical models to arrive at a valuation.

The property information segment was created in the Company’s joint venture with Experian in January 1998. Since that time this segment has grown through a number of significant acquisitions. In June 1998 the Company entered the imaged document business with the acquisition of Data Tree Corporation. In July 2000 the Company combined its title plant business with a competing business owned by the Company’s competitor, LandAmerica. The combined entity, Data Trace Information Services, LLC, is owned 80% by the Company and 20% by LandAmerica. In August 2000, the Company combined its property data business with Transamerica Corporation’s competing business. At the time the Company owned 80% of the resulting entity. During 2004 the Company purchased the remaining 20%. In September 2002, the Company added broker price opinions (BPO) to its appraisal operations with the acquisition of SourceOne Services, Corp. The Company believes that SourceOne is the largest provider of BPO services to the default market and the second largest provider of BPO services in the United States.

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Credit Information Segment

The Company’s mortgage credit reporting business provides credit information reports for mortgage lenders throughout the United States. In preparing its reports for mortgage lenders the Company obtains credit reports from at least two of the three United States primary credit bureaus, merges and summarizes the credit reports and delivers its report in a standard format acceptable to mortgage loan originators and secondary mortgage purchasers. The Company’s credit reporting service has grown primarily through acquisitions. In 1994, the Company acquired all of the minority interests in its lower tier subsidiaries Metropolitan Credit Reporting Services, Inc., and Metropolitan Property Reporting Services, Inc. In 1994, the Company also acquired California Credit Data, Inc., and Prime Credit Reports, Inc., and in 1995, the Company acquired CREDCO, Inc. The Company believes that it is now the largest provider of credit reports to the United States mortgage lending industry, based on the number of credit reports issued.

The credit information segment also provides specialized credit reports to non-mortgage lenders, such as auto lenders, and direct to consumers. These reports may be derived from credit reports obtained from one or more of the three United States credit bureaus and may be specially formatted for ease of use by the creditor or to facilitate interpretation by a consumer. The Company also owns Teletrack, Inc., which it acquired in 1999. The Company believes Teletrack is the largest provider of credit reports specializing in sub-prime borrowers in the United States, based on the number of reports issued. Teletrack’s credit reports are derived from its proprietary database. Its primary customers include pay-day loan and check-advance stores, rent-to-own retailers and similar types of creditors.

Screening Information Segment

The Company’s screening information segment is comprised entirely of First Advantage Corporation, a public company whose shares of Class A common stock trade on the Nasdaq National Market System under the ticker symbol FADV. First Advantage was formed in the 2003 merger of the Company’s screening information segment with US SEARCH.com, Inc., a provider of people location services. Since that time First Advantage has grown substantially through acquisition. In late 2003 it entered the investigative services business with the acquisition of Omega Insurance Services, Inc., which it augmented with the acquisition of Corefacts, LLC in early 2004. In May 2004, with the acquisition of CIC Enterprises, Inc., First Advantage began offering services which help businesses identify and utilize tax incentive programs. As of December 31, 2004, the Company owned all of First Advantage’s outstanding Class B common stock, which constitutes approximately 69% of the economic interest and 95% of the voting interest of First Advantage.

First Advantage’s business is organized into three business segments: Enterprise Screening, Risk Mitigation and Consumer Direct. First Advantage’s Enterprise Screening segment offers employment screening services, such as criminal records and credit checks; occupational health services, such as drug testing administration and employee assistance programs; resident screening services, such as eviction record, credit and criminal records checks; and tax incentive and consulting services such as identification of employment-related tax incentive programs available under both federal and state legislation, and processing the paperwork required to capture such tax incentives and credits. First Advantage’s Risk Management segment provides automated access to motor vehicle records from all 50 states and the District of Columbia and investigative services. The investigative services are designed to detect and expose worker’s compensation, disability and liability insurance fraud and assist customers in business, legal and financial matters, including investigations and litigation arising from trade secret theft, software infringement, financial fraud, employee malfeasance and unfair competition. This segment also provides customers with access to a database of payment practice records on more than 60,000 transportation brokers and shippers in North America. First Advantage, through its Consumer Direct segment, also provides location, verification and screening services directly to consumers through the Internet.

The Company’s screening information segment serves a wide variety of clients throughout the United States, including nearly a quarter of those businesses comprising the Fortune 1000, many major real estate investment trusts and property management companies, a number of the top providers of transportation services,

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insurance companies, governmental agencies, non-profit organizations and health care providers. Insurance carriers and agents purchase a substantial proportion of the segment’s risk mitigation products. Larger employers and transportation companies are major consumers of the segment’s employment screening and occupational health services. Multifamily housing property management companies and landlords of all sizes are represented in the resident screening business’ customer base.

Acquisitions

Commencing in the 1960s, the Company initiated a growth program with a view to becoming a nationwide provider of title insurance. This program included expansion into new geographic markets through internal growth and selective acquisitions. In 1986 the Company began expanding into other real estate business information services. In 1998 the Company expanded its diversification program to include business information companies outside of the real estate transfer and closing process. To date, the Company has made numerous strategic acquisitions designed to expand not only its direct title operations, but also the range of services it can provide to its customers.

Regulation

The title insurance business is heavily regulated by state insurance regulatory authorities. These authorities generally possess broad powers with respect to the licensing of title insurers, the types and amounts of investments that title insurers may make, insurance rates, forms of policies and the form and content of required annual statements, as well as the power to audit and examine title insurers. Under state laws, certain levels of capital and surplus must be maintained and certain amounts of securities must be segregated or deposited with appropriate state officials. Various state statutes require title insurers to defer a portion of all premiums in a reserve for the protection of policyholders and to segregate investments in a corresponding amount. Further, most states restrict the amount of dividends and distributions a title insurer may make to its shareholders.

In 1999, the Company entered into the property casualty insurance business through the acquisitions of Great Pacific Insurance Company and Five Star Holdings, Inc. The property and casualty business is subject to regulation by government agencies in the states in which they transact business. The nature and extent of such regulation may vary from jurisdiction to jurisdiction, but typically involves prior approval of the acquisition of “control” of an insurance company, regulation of certain transactions entered into by an insurance company with any of its affiliates, the payment of dividends by an insurance company, approval of premium rates and policy forms for many lines of insurance, standards of solvency and minimum amounts of capital and surplus which must be maintained. In order to issue policies on a direct basis in a state, the property and casualty insurer must generally be licensed by such state. In certain circumstances, such as dealings initiated directly by citizens or placements through licensed surplus lines brokers, it may conduct business without being admitted and without being subject to rate and/or policy forms approval.

The Company’s home warranty business also is subject to regulation by insurance authorities in the states in which it conducts such business. The Company’s trust company and the Thrift are both subject to regulation by the Federal Deposit Insurance Corporation. In addition, as a federal savings bank, the Company’s trust company is regulated by the United States Department of the Treasury’s Office of Thrift Supervision, and the Thrift is regulated by the California Commissioner of Corporations.

Investment Policies

The Company invests primarily in cash equivalents, federal and municipal governmental securities, mortgage loans and investment grade debt and equity securities. The largely fixed income portfolio is classified in the Company’s financial statements as “available for sale.” In addition to the Company’s investment strategy, state laws impose certain restrictions upon the types and amounts of investments that may be made by the Company’s regulated subsidiaries.

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Employees

As of December 31, 2004 the Company employed 30,994 people.

Risk Factors

You should carefully consider each of the following risk factors and the other information contained in this Annual Report on Form 10-K. The Company faces risks other than those listed here, including those that are unknown to the Company and others of which the Company may be aware but, at present, considers immaterial. Because of the following factors, as well as other variables affecting the Company’s 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 the Company’s products

Demand for the Company’s products generally decreases as the number of real estate transactions in which the Company’s products are purchased decreases. The Company has found that the number of real estate transactions in which the Company’s 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.

The Company believes that this trend will recur.

Changes in government regulation could prohibit or limit the Company’s operations

The Company’s 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 the Company’s other businesses operate within statutory guidelines. Changes in the applicable regulatory environment or statutory guidelines or changes in interpretations of existing regulations or statutes could prohibit or restrict the Company’s existing or future operations. Such restrictions may restrict the Company’s ability to implement rate increases, acquire assets or businesses or otherwise have a negative impact on the Company’s ability to generate revenue and earnings.

The Company may be subject to increased regulation regarding the use of personal information

Certain data and services the Company provides 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 the Company’s 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 affect the Company’s operations and could result in substantial regulatory compliance expense, litigation expense and a loss of revenue.

The Company may not be able to pursue its acquisition strategy

The Company intends to continue to grow through acquisitions. The Company may not be able to identify suitable acquisition candidates or complete acquisitions on satisfactory terms. A number of the Company’s competitors also have adopted the strategy of expanding and diversifying through acquisitions. The Company will continue to experience competition in its effort to execute on its acquisition strategy. As a result, the Company may be unable to continue to make acquisitions or may be forced to pay more for the acquired companies.

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The integration of Company acquisitions may be difficult and may result in a failure to realize some of the anticipated potential benefits of acquisitions

When companies are acquired, the Company 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 the Company’s business, financial condition, results of operations or liquidity, and could lead to a failure to realize any anticipated synergies. The Company’s management also will be required to dedicate substantial time and effort to the integration of its acquisitions. These efforts could divert management’s focus and resources from other strategic opportunities and operational matters.

The Company’s earnings may be reduced if acquisition projections are inaccurate

The Company’s earnings have improved since 1991 in large part because of the Company’s 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 and services segment were 8.2% in 2004, while pre-tax margins for the segments in the Company’s information technology group in the same year were 23.3%. The success or failure of acquisitions in this group has depended in large measure upon the accuracy of the Company’s projections. These projections are not always accurate. Inaccurate projections have historically led to lower than expected earnings.

As a holding company, the Company depends on distributions from the Company’s subsidiaries, and if distributions from the Company’s subsidiaries are materially impaired, the Company’s ability to declare and pay dividends may be adversely affected

First American is a holding company whose primary assets are the securities of its operating subsidiaries. The Company’s ability to pay dividends is dependent on the ability of the Company’s subsidiaries to pay dividends or repay funds. If the Company’s operating subsidiaries are not able to pay dividends or repay funds, the Company may not be able to declare and pay dividends to its shareholders. Moreover, pursuant to insurance and other regulations under which the Company’s insurance subsidiaries operate, the amount of dividends, loans and advances available is limited. Under such regulations, the maximum amount of dividends, loans and advances available from the Company’s insurance subsidiaries in 2005 is $210.2 million.

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

The Company’s 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 Company’s board of directors. Accordingly, the Company’s 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 the Company’s 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 in the paragraph immediately below, the Company has authorized the issuance of the Company’s Series A Junior Participating Preferred Shares. Although the Company has no present intention of issuing any additional shares or series of preferred stock, the Company cannot guarantee that it will not make such an issuance in the future.

The Company has adopted a rights plan which could, alone or in combination with the Company’s 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 the Company’s shareholders for their common shares.

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Available Information

The Company maintains a website, www.firstam.com, which includes financial and other information for investors. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through the “Investors” page of our website as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated into this annual report on Form 10-K, or any other filing with the Securities and Exchange Commission unless the Company expressly incorporates such materials.

Item 2.    Properties

In September 1999, the Company moved its executive offices to one of three newly constructed office buildings at MacArthur Place in Santa Ana, California. Later that same year, the Orange County branch and certain other operations of the Company’s title insurance segment moved into the two other buildings constructed on the site. The three buildings total approximately 210,000 square feet and are situated in a campus environment comprising 32 acres. In the first quarter of 2004, the Company began the expansion of its office campus. This expansion will add two 4-story office buildings totaling approximately 226,000 square feet, a two-story, free standing, 52,000 square foot technology center and a two-story parking structure. The construction is estimated to be completed by the fourth quarter of 2005. This property, including the land, buildings and fixtures, is subject to a deed of trust and security agreement securing payment of a promissory note evidencing a loan made in October 2003, to the Company’s subsidiary, First American Title Insurance Company, in the original sum of $55.0 million. This loan is payable in monthly installments of principal and interest, is fully amortizing and matures November 1, 2023. The outstanding principal balance of this loan was $53.3 million as of December 31, 2004.

The Company’s mortgage information segment houses its national operations in a leased 231,000 square foot office building in Dallas, Texas. In 1999, the Company completed the construction of two office buildings in Poway, California. These two buildings, which primarily house the Company’s credit reporting segment, total approximately 152,000 square feet and are located on a 17 acre parcel of land.

Each of the office facilities occupied by the Company or its subsidiaries is in good condition and adequate for its intended use.

Item 3.    Legal Proceedings

In December 2004 a subsidiary of the Company settled a class action lawsuit that was pending in New York state court. The lawsuit involved allegations that the Company’s subsidiary, directly and through its agents, charged improper rates for title insurance policies issued in connection with refinance transactions.

A subsidiary of the Company is a defendant in a class action lawsuit that is pending in federal court in Michigan. The plaintiffs allege that in certain transactions the premium our subsidiary charged to builders and developers for title insurance policies violated the Real Estate Settlement Procedures Act and similar state laws. The action seeks a refund of the title insurance premiums paid by the plaintiffs and other damages. Pending the outcome of this lawsuit, the Company has taken a charge to fourth quarter 2004 earnings of $3.3 million. The Company does not believe that the ultimate resolution of this action will have a material adverse affect on its financial condition or results of operations.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment

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comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. The Company believes it has strong grounds to overturn this judgment and will conduct a vigorous appeal. Pending the outcome of this appeal, the Company has taken a charge to fourth quarter 2004 earnings of $10.0 million.

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

Item 4.    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Market Prices and Dividends

The Company’s common stock trades on the New York Stock Exchange (ticker symbol FAF). The approximate number of record holders of common stock on March 4, 2005 was 3,485.

High and low stock prices and dividends declared for the last two years were as follows:

	2004				2003
Quarter Ended	High-low range		Cash dividends		High-low range		Cash dividends
March 31	$	32.01—$29.49	$	.15	$	24.73—$21.72	$	.10
June 30	$	31.30—$24.60	$	.15	$	27.85—$24.67	$	.10
September 30	$	30.83—$25.04	$	.15	$	27.25—$23.36	$	.15
December 31	$	35.14—$29.82	$	.15	$	30.64—$25.38	$	.15

While the Company expects to continue its policy of paying regular quarterly cash dividends, future dividends will be dependent on future earnings, financial condition and capital requirements. The payment of dividends is subject to the restrictions described in Note 2 to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of Part II of this report

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
	(in thousands, except weighted-average exercise price)
Equity compensation plans approved by security holders (1)(3)	7,168	$	20.50	5,390
Equity compensation not approved by security holders (2)	221	$	20.75	—
	7,389	$	20.51	5,390

(1) Consists of The First American Corporation 1996 Stock Option Plan and The First American Corporation 1997 Directors’ Stock Plan. See Note 14 to the Company’s consolidated financial statements for additional information.

(2) Includes shares related to plans assumed by the Company in the purchase of Credit Management Solutions, Inc. See Note 14 to the Company’s consolidated financial statements for additional information.

(3) Includes 2,166,000 shares available to be issued under the Company’s stock purchase plan. See Note 15 to the Company’s consolidated financial statements for additional information.

Recent Sales of Unregistered Securities

In the last three years, the Company has not issued unregistered shares of its common stock.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table describes purchases of the Company’s Common shares which settled during each period set forth in the table. Prices in column (b) include commissions. Purchases described in column (c) were made pursuant to the share repurchase program announced by the Company on May 18, 2004. Under this plan, which has no expiration date, the Company may repurchase up to $100 million of the Company’s issued and outstanding Common shares.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 to October 31, 2004	—		—	—	$	62,716,671
November 1 to November 30, 2004	50,000	$	33.61	50,000	$	61,036,316
December 1 to December 31, 2004	—		—	—	$	61,036,316
Total	50,000	$	33.61	50,000	$	61,036,316

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Item 6.    Selected Financial Data.

The selected consolidated financial data for the Company for the five-year period ended December 31, 2004, has been derived from the audited Consolidated Financial Statements. The selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto, “Item 1—Business—Acquisitions,” and “Item 7—Management’s Discussion and Analysis—Results of Operations.”

The First American Corporation and Subsidiary Companies

	Year Ended December 31
	2004			2003			2002			2001			2000
	(in thousands, except percentages, per share amounts, and employee data)
Revenues	$	6,722,326		$	6,213,714		$	4,704,209		$	3,750,723		$	2,934,255
Net income	$	349,099		$	451,022		$	234,367		$	167,268		$	82,223
Total assets	$	6,208,365		$	5,139,902		$	3,570,284		$	2,977,648		$	2,270,549
Notes and contracts payable	$	732,770		$	553,888		$	425,705		$	415,341		$	219,838
Deferrable interest subordinated notes	$	100,000		$	100,000		$	100,000		$	100,000		$	100,000
Stockholders’ equity	$	2,463,564		$	1,879,520		$	1,364,589		$	1,104,452		$	870,237
Return on average stockholders’ equity		16.1	%		27.8	%		19.0	%		16.9	%		9.8	%
Cash dividends on common shares	$	52,403		$	38,850		$	24,570		$	18,210		$	15,256
Per share of common stock (Note A)—
Net income:
Basic	$	4.04		$	5.89		$	3.27		$	2.51		$	1.29
Diluted	$	3.83		$	5.22		$	2.92		$	2.27		$	1.24
Stockholders’ equity	$	27.36		$	23.84		$	18.53		$	16.08		$	13.62
Cash dividends	$	.60		$	.50		$	.34		$	.27		$	.24
Number of common shares outstanding
Weighted average during the year
Basic		86,430			76,632			71,594			66,568			63,680
Diluted		91,895			87,765			82,580			75,876			66,059
End of year		90,058			78,826			73,636			68,694			63,887
Title orders opened (Note B)		2,519			2,511			2,184			1,930			1,241
Title orders closed (Note B)		1,909			2,021			1,696			1,405			975
Number of employees		30,994			29,802			24,886			22,597			20,346

Note A—Per share information relating to net income is based on weighted-average number of shares outstanding for the years presented. Per share information relating to stockholders’ equity is based on shares outstanding at the end of each year.

Note B—Title order volumes are those processed by the direct title operations of the Company and do not include orders processed by agents.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The Company’s management considers the accounting policies described below to be critical in preparing the Company’s consolidated financial statements. These policies require management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures of contingencies. See Note 1 to the consolidated financial statements for a more detailed description of the Company’s accounting policies.

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Revenue recognition.    Title premiums on policies issued directly by the Company are recognized on the effective date of the title policy, and for policies issued by independent agents, when notice of issuance is received from the agent. Revenues from home warranty contracts are recognized ratably over the 12-month duration of the contracts. Revenues from property and casualty insurance policies are recognized ratably over the 12-month duration of the policies. The Company’s tax service division defers its tax service fee and recognizes that fee as revenue ratably over the expected service period. The amortization rates applied to recognize the revenues assume a 10-year contract life and are adjusted to reflect prepayments. The Company reviews its tax service contract portfolio on a quarterly basis to determine if there have been changes in contract lives and/or changes in the number and/or timing of prepayments and adjusts the rates accordingly to reflect current trends. For all other products, revenues are recognized at the time of delivery, as the Company has no significant ongoing obligation after delivery.

Provision for title losses.    The Company provides for estimated title insurance losses by a charge to expense when the related premium revenue is recognized. The amount charged to expense (the loss rate), as well as the adequacy of the ending reserves, is determined by the Company based on historical experience and other factors, including, but not limited to, changes and trends in the type of title insurance policies issued, the real estate market and the interest rate environment. Management monitors the adequacy of the estimated loss reserves on a quarterly basis using a variety of techniques, including actuarial models, and adjusts the loss rate as necessary.

Purchase accounting and impairment testing for goodwill and other intangible assets.    Pursuant to Statement of Financial Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142), the Company is required to perform an annual impairment test for goodwill and other indefinite-lived intangible assets by reporting unit. This annual test, which the Company has elected to perform every September 30, utilizes a variety of valuation techniques, all of which require management to make estimates and judgments, and includes discounted cash flow analysis, market approach valuations and the use of third-party valuation advisors. Certain of these valuation techniques are also utilized by the Company in accounting for business combinations, primarily in the determination of the fair value of acquired assets and liabilities. The Company’s reporting units, for purposes of applying the provisions of SFAS 142, are title insurance, home warranty, property and casualty insurance, trust and other services, mortgage origination products and services, mortgage servicing products and services, property information services, conventional credit information, sub-prime credit information, pre-employment and drug screening, resident screening and risk mitigation. In accordance with the provisions of SFAS 142, the Company completed the required annual impairment testing for goodwill and other intangible assets for the years ended December 31, 2004 and 2003, and determined that there was no impairment of value.

Income taxes.    The Company estimates its effective income tax rate based upon a variety of factors including, but not limited to, the expected revenues and resulting pretax income for the year, the composition and geographic mix of the pretax income and the ratio of permanent differences to pretax income. Any changes to the estimated rate are made prospectively in accordance with Accounting Principles Board Opinions No. 28, “Interim Financial Reporting.” Additionally, management makes estimates as to the amount of reserves, if any, that are necessary for known and potential tax exposures.

Depreciation and amortization lives for assets.    Management is required to estimate the useful lives of several asset classes, including capitalized data, internally developed software and other intangible assets. The estimation of useful lives requires a significant amount of judgment related to matters such as future changes in technology, legal issues related to allowable uses of data and other matters.

Stock-based compensation.    In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R, “Shared-Based Payment” (SFAS No.123R). This standard is a revision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The standard requires a public entity to measure the cost of employee services received in exchange for an award of equity

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instruments based on the grant-date fair value of the award (with limited exceptions). The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. This standard is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company will adopt the standard in the third quarter of 2005. The Company has not determined the impact, if any, that this standard will have on its consolidated financial position or results of operations.

Results of Operations

Overview—The majority of the revenues for the Company’s title insurance and mortgage information segments depend, in large part, upon the level of real estate activity and the cost and availability of mortgage funds. Revenues for these segments result primarily from resales and refinancings of residential real estate and, to a lesser extent, from commercial transactions and the construction and sale of new housing. Over one-half of the revenues for the Company’s property information and credit information segments also depend on real estate activity. The remaining portion of the property information and credit information revenues, as well as the revenues for the Company’s specialty insurance and screening information segments, are isolated from the volatility of real estate transactions. Traditionally, the greatest volume of real estate activity, particularly residential resale, has occurred in the spring and summer months. However, changes in interest rates, as well as other economic factors, can cause fluctuations in the traditional pattern of real estate activity.

The continuation of relatively low interest rates, coupled with the high demand for residential resale and new home sales, resulted in an exceptionally strong 2002. Mortgage originations reached $2.46 trillion, with refinance activity comprising 58% of the total. Mortgage interest rates remained low through the first three quarters of 2003, fueling new record-setting refinance activity, but began to rise during the fourth quarter of the year. Existing and new-home-sale activity also reached new record levels. Mortgage originations, based on Mortgage Bankers Association statistics totaled $3.81 trillion in 2003, with refinance activity comprising 66% of the total. The increase in mortgage interest rates that began in the fourth quarter of 2003 resulted in a low inventory of open orders going into 2004. This, together with an increasing mortgage interest rate environment during the first half of 2004, resulted in a decline in mortgage originations and a return to more traditional, seasonal real estate pattern, where the greatest volume of real estate activity occurs in the spring and summer months. However, as a result of new acquisitions and an increase in the average revenues per title order closed, operating revenues increased in 2004 when compared with 2003. Mortgage originations totaled $2.86 trillion in 2004, with refinance transactions comprising only 44% of the total.

Operating revenues—A summary by segment of the Company’s operating revenues is as follows:

	2004		%	2003		%	2002		%
	(in thousands, except percentages)
Financial Services:
Title Insurance:
Direct operations	$	2,486,380	38	$	2,264,925	38	$	1,803,775	39
Agency operations		2,299,656	35		2,138,059	35		1,589,817	35
		4,786,036	73		4,402,984	73		3,393,592	74
Specialty Insurance		220,340	3		207,287	3		143,307	3
		5,006,376	76		4,610,271	76		3,536,899	77
Information Technology:
Mortgage Information		653,562	10		642,684	11		479,288	10
Property Information		401,716	6		366,271	6		259,315	6
Credit Information		242,812	4		246,987	4		215,337	5
Screening Information		266,280	4		166,430	3		100,702	2
		1,564,370	24		1,422,372	24		1,054,642	23
	$	6,570,746	100	$	6,032,643	100	$	4,591,541	100

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Financial Services.    In January 2004, the Company combined its Title Insurance segment and its Trust and Other Services segment into one segment to better reflect the interaction within these businesses. This presentation is consistent with the way management evaluates the operations of these businesses. The prior year results have been reclassified to reflect the combination of these businesses.

Operating revenues from direct title operations increased 9.8% in 2004 over 2003 and 25.6% in 2003 over 2002. The increase in 2004 over 2003 was primarily due to an increase in the average revenues per order closed, offset in part by a decrease in the number of orders closed. The increase in 2003 over 2002 was primarily due to increases in both the average revenues per order closed and the number of title orders closed. The average revenues per order closed were $1,303, $1,121 and $1,063 for 2004, 2003 and 2002, respectively. The increase in average revenues per order closed of 16.2% in 2004 over 2003 was primarily due to a decrease in the mix of lower-premium refinance transactions, an increase in higher-premium resale and commercial transactions, and appreciating real estate values. The increase in average revenues per order closed of 5.5% in 2003 over 2002 primarily reflected appreciating real estate values. The Company’s direct title operations closed 1,908,600, 2,021,000 and 1,696,100 title orders during 2004, 2003 and 2002, respectively, a decrease of 5.6% in 2004 from 2003 and an increase of 19.2% in 2003 over 2002. The fluctuations in closings primarily reflected changes in mortgage origination activity, market share gains and acquisition activity. Operating revenues from agency title operations increased 7.6% in 2004 over 2003 and 34.5% in 2003 over 2002. These increases were primarily attributable to the same factors affecting direct title operations compounded by the inherent delay in the reporting of transactions by agents. In 2005 the Company’s title insurance company plans to reduce its title insurance premium on mortgage refinance transactions in California. Assuming that real estate values and the volume of activity, including the mix between refinance, resale and commercial transactions, remain unchanged from 2004 levels, this would result in a decrease in operating revenues in 2005 and in subsequent years. However, any decrease in operating revenues could be offset by factors such as anticipated market share gains, operating efficiencies and growth in the Company’s bundling program.

Specialty insurance operating revenues increased 6.3% in 2004 over 2003 and 44.7% in 2003 over 2002. The increase in 2004 over 2003 reflected continued geographic expansion at the Company’s home warranty division, offset in part by a reduction in revenues at the Company’s property and casualty insurance division due to an increase in reinsurance ceded. The increase in 2003 over 2002 was primarily attributable to geographic expansion at the Company’s home warranty division and market share growth at the property and casualty insurance division.

Information Technology.    Mortgage information operating revenues increased 1.7% in 2004 over 2003 and 34.1% in 2003 over 2002. The increase in 2004 over 2003 was primarily attributable to $166.4 million of operating revenues contributed by new acquisitions, offset in part by the decline in mortgage originations and a $10.2 million decrease in operating revenues as a result of an increase in estimated servicing life of the tax service loan portfolio due to a slowdown in prepayment speeds. The increase in 2003 over 2002 primarily reflected the increase in mortgage originations, $48.0 million of operating revenues contributed by new acquisitions and a $9.4 million increase in operating revenues as a result of a decrease in estimated servicing life of the tax service loan portfolio due an acceleration in prepayment speeds.

Property information operating revenues increased 9.7% in 2004 over 2003 and 41.3% in 2003 over 2002. The increase in 2004 over 2003 primarily reflected $21.6 million of operating revenues contributed by new acquisitions and the continued growth in this segment’s less cyclical subscription-based information businesses, offset in part by the reduction in mortgage originations. The increase in 2003 over 2002 was primarily due to $52.4 million of operating revenues contributed by new acquisitions and the increase in mortgage originations.

Credit information operating revenues decreased 1.7% in 2004 from 2003 and increased 14.7% in 2003 over 2002. The decrease in 2004 from 2003 primarily reflected a decline in operating revenues from mortgage related credit products as a result of the decrease in mortgage originations. The increase in 2003 over 2002 was primarily due to the growth in demand for credit information in the housing sector, offset in part by a $6.2 million reduction in revenues as a result of the sale of the Company’s subsidiary, FASTRAC Systems, Inc., in August 2002.

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Screening information operating revenues increased 60.0% in 2004 over 2003 and 65.3% in 2003 over 2002. These increases were primarily attributable to $68.5 million and $56.0 million of operating revenues contributed by new acquisitions for the respective periods.

Investment and other income—Investment and other income totaled $141.8 million, $145.4 million and $131.6 million in 2004, 2003 and 2002, respectively, a decrease of $3.6 million, or 2.5% in 2004 from 2003, and an increase of $13.8 million, or 10.5% in 2003 over 2002. These fluctuations primarily reflected the relative changes in equity in earnings of unconsolidated affiliates, which are accounted for under the equity method of accounting. See Note 11 to the consolidated financial statements for additional information.

Net realized investment gains/losses—Net realized investment gains totaled $9.8 million in 2004 and $35.7 million in 2003. Net realized investment losses totaled $18.9 million in 2002. The 2004 total included realized gains totaling $8.5 million relating to the issuance of shares by the Company’s publicly traded subsidiary, First Advantage Corporation. The 2003 total included the recognition of a previously deferred gain totaling $14.2 million relating to the sale of the Company’s Contour Software, Inc. subsidiary in the first quarter of 2001. Also included in the 2003 total was a $13.1 million realized gain associated with the merger of the Company’s Credit Online business with DealerTrack Holdings, Inc. The 2002 investment losses included a $13.6 million loss resulting from the write-down of WorldCom bonds; a $2.6 million loss associated with the sale of the Company’s subsidiary, FASTRAC Systems, Inc.; and $2.3 million of losses due to the restructuring of the 1031 tax-deferred exchange investment portfolio.

Salaries and other personnel costs—A summary by segment of the Company’s salaries and other personnel costs is as follows:

	2004		%	2003		%	2002		%
	(in thousands, except percentages)
Financial Services:
Title Insurance	$	1,465,267	69	$	1,261,120	70	$	1,090,987	72
Specialty Insurance		45,479	2		38,506	2		33,424	2
		1,510,746	71		1,299,626	72		1,124,411	74
Information Technology:
Mortgage Information		247,615	12		210,033	12		156,999	10
Property Information		144,857	7		127,832	7		102,614	7
Credit Information		60,895	3		61,226	3		63,795	4
Screening Information		81,650	4		54,333	3		31,985	2
		535,017	26		453,424	25		355,393	23
Corporate		65,452	3		46,503	3		43,391	3
	$	2,111,215	100	$	1,799,553	100	$	1,523,195	100

Financial Services.    The Company’s title insurance segment comprised 97.0% of total salaries and other personnel costs for the Financial Services group. The title insurance segment (primarily direct operations) is labor intensive; accordingly, a major variable expense component is salaries and other personnel costs. This expense component is affected by two competing factors: the need to monitor personnel changes to match corresponding or anticipated new orders, and the need to provide quality service. In addition, this segment’s growth in operations that specialize in builder and lender title business has created ongoing fixed costs required to service accounts.

Title insurance personnel expenses increased 16.2% in 2004 over 2003 and 15.6% in 2003 over 2002. The increase in 2004 over 2003 was primarily due to $139.9 million of personnel costs associated with new acquisitions, incremental costs incurred to service the more labor intensive higher mix of resale and commercial

23

title orders processed during the year and $25.8 million of increased employee benefit costs. The increase in 2003 over 2002 was primarily attributable to $29.3 million of personnel costs associated with new acquisitions, incremental labor costs incurred to service the increase in refinance transactions, increased commissions associated with the increase in closed orders and $12.0 million of increased employee benefit costs. The increases in employee benefit costs were primarily the result of increases in health care costs of $16.7 million in 2004 over 2003 and $6.2 million in 2003 over 2002. Also contributing to the overall increase in employee benefit costs were increases in the Company’s discretionary match related to the 401(k) plan, which is profit driven and increases as profits escalate. This match can also increase when profits decrease if the number of participants in the plan increases or if the total amount of employee deferral increases. The match increased $8.2 million in 2004 over 2003 and $5.8 million in 2003 over 2002. The Company’s direct title operations opened 2,518,600, 2,511,000 and 2,184,200 orders in 2004, 2003 and 2002, respectively, representing an increase of 0.3% in 2004 over 2003 and 15.0% in 2003 over 2002. The fluctuation in orders year over year reflected relative changes in mortgage originations, market share fluctuations and acquisition activity.

Information Technology.    Personnel expenses in total for the Information Technology group increased 18.0% in 2004 over 2003 and 27.6% in 2003 over 2002. Excluding $101.6 million and $51.1 million of personnel costs associated with new acquisitions, personnel expenses for the information technology group decreased 4.4% in 2004 from 2003 and increased 13.2% in 2003 over 2002. The decrease in 2004 from 2003 reflects a decline in incremental costs associated with the decrease in business volume, offset in part by a $4.2 million increase in employee benefit costs and costs incurred at the Company’s tax service division to integrate new customers. The increase in 2003 over 2002 was primarily due to costs incurred to service the increase in business volume and $9.8 million of increased employee benefit costs.

Corporate.    Corporate personnel expenses increased 40.7% in 2004 over 2003 and 7.2% in 2003 over 2002. These increases were primarily attributable to an increase in employee benefit costs, increased technology personnel costs and higher general costs associated with the support effort needed to service the Company’s expanded national and international operations. The increase in 2004 over 2003 also reflected additional costs associated with the implementation of the provisions of Section 404 of the Sarbanes Oxley Act, primarily internal audit costs.

Premiums retained by agents—A summary of agent retention and agent revenues is as follows:

	2004			2003			2002
	(in thousands, except percentages)
Agent retention	$	1,869,536		$	1,729,104		$	1,292,297
Agent revenues	$	2,299,656		$	2,138,059		$	1,589,817
% retained by agents		81.3	%		80.9	%		81.3	%

The premium split between underwriter and agents is in accordance with their respective agency contracts and can vary from region to region due to divergencies in real estate closing practices, as well as rating structures. As a result, the percentage of title premiums retained by agents varies due to the geographical mix of revenues from agency operations.

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Other operating expenses—A summary by segment of the Company’s other operating expenses is as follows:

	2004		%	2003		%	2002		%
	(in thousands, except percentages)
Financial Services:
Title Insurance	$	840,790	56	$	728,944	55	$	597,262	57
Specialty Insurance		16,646	1		23,316	2		11,596	1
		857,436	57		752,260	57		608,858	58
Information Technology:
Mortgage Information		184,603	12		177,234	14		159,211	15
Property Information		127,357	9		131,896	10		86,039	8
Credit Information		126,628	9		129,367	10		107,781	10
Screening Information		151,638	10		97,034	7		61,037	6
		590,226	40		535,531	41		414,068	39
Corporate		41,275	3		32,084	2		26,199	3
	$	1,488,937	100	$	1,319,875	100	$	1,049,125	100

Financial Services.    The Company’s title insurance segment comprised 98.1% of total other operating expenses for the Financial Services group. Title insurance other operating expenses (principally direct operations) increased 15.3% in 2004 over 2003 and 22.0% in 2003 over 2002. The increase in 2004 over 2003 was primarily due to $79.9 million of other operating expenses associated with new acquisitions and a voluntary $24.0 million charge taken in the fourth quarter of 2004 associated with captive reinsurance agreements with residential homebuilders. This charge, which was previously disclosed by the Company on February 18, 2005, represents a commitment by the Company to pay to the affected policy-holders the allocated portion of the reinsurance premium paid to the captive reinsurance participants. The increase in 2004 over 2003 also reflected $13.3 million of litigation charges taken in the fourth quarter of 2004. These charges included $10.0 million for a litigation matter disclosed by the Company on January 26, 2005. Excluding acquisition activity and the one-time items, title insurance other operating expenses decreased $5.3 million, or 0.7% in 2004 from 2003, primarily as a result of cost containment programs. The increase in other operating expenses in 2003 over 2002 was primarily due to incremental costs (i.e., messenger costs, reproduction costs, title plant maintenance costs, etc.) associated with servicing the increases in total order volume and $19.6 million of costs associated with new acquisitions.

Information Technology.    Other operating expenses for the Information Technology group increased 10.2% in 2004 over 2003 and 29.3% in 2003 over 2002. Excluding other operating expenses of $84.8 million and $66.2 million associated with new acquisitions for the respective periods, other operating expenses for the Information Technology group decreased 5.6% in 2004 from 2003 and increased 13.3% in 2003 over 2002. The decrease in 2004 from 2003 reflected a decline in incremental costs associated with the decline in mortgage origination volume. The increase in 2003 over 2002 was primarily due to costs associated with servicing the increase in business volume, primarily refinance transactions.

Corporate.    Corporate other operating expenses increased 28.6% in 2004 over 2003 and 22.5% in 2003 over 2002. The increase in 2004 over 2003 was primarily due to additional costs associated with the implementation of the provisions of Section 404 of the Sarbanes Oxley Act, which included increased costs associated with the Company’s independent registered public accounting firm and outside consultants. The increase in 2003 over 2002 was primarily due to $15.0 million of technology expenses, primarily consulting and outsourcing costs, required to expand the Company’s e-commerce capabilities. The increases for both 2004 and 2003 also reflected higher general costs associated with the support effort needed to service the Company’s expanded national and international operations.

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Provision for title losses and other claims—A summary by segment of the Company’s provision for title losses and other claims is as follows:

	2004		%	2003		%	2002		%
	(in thousands, except percentages)
Title Insurance	$	198,295	57	$	179,681	55	$	135,622	60
Specialty Insurance:
Home Warranty		70,562	20		56,769	18		50,881	23
Property and Casualty Insurance		52,087	15		62,777	19		26,168	12
		122,649	35		119,546	37		77,049	35
All other segments		28,674	8		25,177	8		11,918	5
	$	349,618	100	$	324,404	100	$	224,589	100

The provision for title insurance losses, expressed as a percentage of title insurance operating revenues, was 4.1% in 2004, 4.1% in 2003 and 4.0% in 2002.

The provision for home warranty claims, expressed as a percentage of home warranty operating revenues, was 49.0% in 2004, 48.9% in 2003 and 49.8% in 2002. The rate decrease in 2003 from 2002 was primarily due to a decrease in the average cost per claim, which was primarily due to the elimination of higher-cost contractors that were servicing claims in new geographic areas.

The provision for property and casualty insurance claims, expressed as a percentage of property and casualty insurance operating revenues, was 68.4% in 2004, 63.6% in 2003 and 63.8% in 2002. The rate for 2003 excludes $5.0 million of catastrophe losses related to the Southern California wildfires, which represents the Company’s deductible on its reinsurance treaty. The rate increase in 2004 over 2003 was primarily due to $6.2 million of claims expense in the third quarter of 2004 associated with the Florida hurricanes.

Depreciation and amortization—Depreciation and amortization increased 12.7% in 2004 over 2003 and 18.2% in 2003 over 2002. These increases were primarily due to an increase in the amortization of intangibles as a result of acquisition activity and an increase in the amortization of capitalized data and software as a result of new capital expenditures. Depreciation and amortization, as well as capital expenditures for each of the Company’s segments, are summarized in Note 21 to the consolidated financial statements.

Premium taxes—A summary by pertinent segment of the Company’s premium taxes is as follows:

	2004		%	2003		%	2002		%
	(in thousands, except percentages)
Title Insurance	$	47,662	90	$	46,211	90	$	31,045	90
Specialty Insurance		5,273	10		5,324	10		3,613	10
	$	52,935	100	$	51,535	100	$	34,658	100

Insurers are generally not subject to state income or franchise taxes. However, in lieu thereof, a “premium” tax is imposed on certain operating revenues, as defined by statute. Tax rates and bases vary from state to state; accordingly, the total premium tax burden is dependent upon the geographical mix of operating revenues. The Company’s underwritten title company (noninsurance) subsidiaries are subject to state income tax and do not pay premium tax. Accordingly, the Company’s total tax burden at the state level for the title insurance segment is composed of a combination of premium taxes and state income taxes. Premium taxes as a percentage of title insurance operating revenues remained relatively constant at approximately 1.0%.

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Interest—Interest expense increased $7.7 million, or 21.4%, in 2004 over 2003, and $2.5 million, or 7.4%, in 2003 over 2002. These increases were primarily due to an increase in acquisition-related indebtedness.

Income before income taxes and minority interests—A summary by segment is as follows:

	2004			%	2003			%	2002			%
	(in thousands, except percentages)
Financial Services:
Title Insurance	$	398,777		49	$	504,629		53	$	285,268		50
Specialty Insurance		41,419		5		30,125		3		24,465		4
		440,196		54		534,754		56		309,733		54
Information Technology:
Mortgage Information		174,868		21		238,508		25		146,849		26
Property Information		126,460		16		105,339		11		71,459		12
Credit Information		54,613		7		64,291		7		39,266		7
Screening Information		18,593		2		4,505		1		2,459		1
		374,534		46		412,643		44		260,033		46
		814,730		100		947,397		100		569,766		100
Corporate		(137,446	)			(108,675	)			(119,859	)
	$	677,284			$	838,722			$	449,907

The Company’s title insurance profit margins vary according to a number of factors, including the volume, composition (residential or commercial) and type (resale, refinancing or new construction) of real estate activity. Commercial transactions tend to generate higher revenues and greater profit margins than residential transactions. Profit margins from refinancing activities, on a per transaction basis, are lower than those from resale activities because in many states there are premium discounts on, and cancellation rates are higher for refinancing transactions. Cancellations of title orders adversely affect profits because costs are incurred in opening and processing such orders, but revenues are not generated. Also, the Company’s direct title insurance business has significant fixed costs in addition to its variable costs. Accordingly, profit margins from the Company’s direct title insurance business improve as the volume of title orders closed increases. Title insurance profit margins are also affected by the percentage of operating revenues generated by agency operations. Profit margins from direct operations are generally higher than from agency operations due primarily to the large portion of the premium that is retained by the agent.

Most of the businesses that are included in the Information Technology group are database intensive, with a relatively high proportion of fixed costs. As such, profit margins generally improve as revenues increase. Revenues for the mortgage information segment, like title insurance, are primarily dependent on the level of real estate activity and the cost and availability of mortgage funds. Revenues from the property information segment are, in part, dependent on real estate activity, but are less cyclical than title insurance and mortgage information revenues as a result of a significant subscription-based revenue stream. Revenues for the credit information segment are, in part, impacted by real estate activity, but also by the consumer and automobile sectors.

In general, the title insurance business is a lower-margin business when compared with the Company’s other segments. The lower margins reflect the high fixed cost of producing title evidence, whereas the corresponding revenues are subject to regulatory and competitive pricing constraints.

Corporate expenses include investment gains and losses, personnel and other operating expenses associated with the Company’s corporate facilities, certain technology initiatives and unallocated interest expense.

Income taxes—The Company’s effective income tax rate, which includes a provision for state income and franchise taxes for noninsurance subsidiaries, was 35.9%, 34.8% and 33.3% for 2004, 2003 and 2002,

27

respectively. The differences in the effective tax rate were primarily due to changes in the ratio of permanent differences to income before income taxes and minority interests and changes in state income and franchise taxes resulting from fluctuations in the Company’s noninsurance subsidiaries’ contribution to pretax profits. Information regarding items included in the reconciliation of the effective rate with the federal statutory rate is contained in Note 12 to the consolidated financial statements.

Minority interests—Minority interests in net income of consolidated subsidiaries decreased $10.7 million in 2004 over 2003 and increased $30.1 million in 2003 over 2002. These changes were primarily due to the fluctuations in the operating results of the Company’s joint venture with Experian, which includes certain companies in the Company’s mortgage information, property information and credit information segments.

Net income—Net income and per share information are summarized as follows (see Note 13 to the consolidated financial statements):

	2004		2003		2002
	(in thousands, except per share amounts)
Net income	$	349,099	$	451,022	$	234,367
Per share of common stock:
Net income:
Basic	$	4.04	$	5.89	$	3.27
Diluted	$	3.83	$	5.22	$	2.92
Weighted-average shares:
Basic		86,430		76,632		71,594
Diluted		91,895		87,765		82,580

Liquidity and Capital Resources

Cash provided by operating activities amounted to $678.9 million, $830.1 million and $540.6 million for 2004, 2003 and 2002, respectively, after net claim payments of $268.0 million, $269.5 million and $193.1 million, respectively. The principal nonoperating uses of cash and cash equivalents for the three-year period ended December 31, 2004, were for the $375 million acquisition of Transamerica’s flood determination and tax reporting businesses, other company acquisitions, additions to the investment portfolio, capital expenditures, dividends, distributions to minority shareholders, the repayment of debt and the repurchase of Company shares. The most significant nonoperating sources of cash and cash equivalents were proceeds from the issuance of debt in 2004 and 2003, proceeds from the sale-leaseback of certain equipment and capitalized software in 2004 and proceeds from the sales and maturities of certain investments. The net effect of all activities on total cash and cash equivalents was an increase of $168.8 million for 2004, $220.2 million for 2003 and $251.3 million for 2002.

Notes and contracts payable, as a percentage of total capitalization, was 22.7% as of December 31, 2004, as compared with 23.1% as of the prior year-end. This decrease was primarily attributable to the redemption of the Company’s senior convertible debentures and an increase in the capital base primarily due to net income for the year, offset in part by indebtedness incurred in connection with a sale–leaseback transaction. Notes and contracts payable are more fully described in Note 9 to the consolidated financial statements. In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement established standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The implementation of this statement required the Company to reclassify its “Mandatorily redeemable preferred securities of the Company’s subsidiary trust whose sole assets are the Company’s $100.0 million 8.5% deferrable interest subordinated notes due 2012” as debt.

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On December 31, 2004, the Company entered into a sale-leaseback transaction for certain equipment and software. The transaction totaled $122.0 million and was accounted for as a capital lease in the accompanying consolidated financial statements.

In August 2004, the Company increased its primary line of credit facility from $200.0 million to $500.0 million with a new expiration date of August 2009. The terms of the credit agreement remained relatively the same, with the Company required to maintain certain minimum levels of capital and earnings and meet predetermined debt-to-capitalization ratios. The Company’s credit facility was unused at December 31, 2004 and 2003. The Company’s publicly traded subsidiary, First Advantage Corporation has two bank credit agreements. The first agreement provides for a $20.0 million collateralized line of credit. Under the terms of that credit agreement, First Advantage Corporation is required to satisfy certain financial requirements. The line of credit remains in effect until July 2006 and had a balance due of $12.5 million and $9.0 million at December 31, 2004 and 2003, respectively. The second credit agreement entered into in March 2004 provides for a $25.0 million unsecured line of credit. This credit agreement matures in March 2007 and had a balance due of $25.0 million at December 31, 2004.

In July 2004, the Company sold unsecured debt securities in the aggregate principal amount of $150.0 million. These securities, which bear interest at 5.7%, are due August 2014. The Company anticipates using the proceeds from the sale of the securities for general corporate purposes.

In the first quarter of 2004, the Company began the expansion of its corporate office campus. This expansion will add two 4-story office buildings totaling approximately 226,000 square feet, a 2-story, free-standing, 52,000 square foot technology center and a 2-story parking structure. The construction is estimated to be completed by the fourth quarter of 2005 with an estimated total cost of $80.0 million. The Company has been funding and anticipates to continue funding the corporate office expansion with internally generated funds.

On October 1, 2003, the Company completed the previously announced acquisition of Transamerica Finance Corporation’s real estate tax service and flood hazard certification business for a net purchase price of $375.0 million. The acquisition was made through the Company’s 80.0% owned joint venture with Experian. There was no debt assumed in the transaction and the purchase price was funded with $125.0 million of existing cash at the joint venture, a $200.0 million contribution from the Company and a $50.0 million contribution from Experian.

Off-balance sheet arrangements and contractual obligations.    The Company administers escrow and trust deposits as a service to its customers. Escrow deposits totaled $4.8 billion and $4.5 billion at December 31, 2004 and 2003, respectively, of which $337.4 million and $247.8 million were held at the Company’s trust and thrift division. The escrow deposits held at the Company’s trust and thrift division are included in the accompanying consolidated balance sheets. The remaining escrow deposits were held at third party financial institutions. Trust deposits totaled $2.9 billion and $2.3 billion at December 31, 2004 and 2003, respectively, and were held at the Company’s trust division. Escrow deposits held at third party financial institutions and trust deposits are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. However, the Company remains contingently liable for the disposition of these assets.

In addition, the Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of such exchange the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds held by the Company for the purpose of completing such transactions totaled $1.9 billion and $1.1 billion at December 31, 2004 and 2003, respectively. Though the Company is the legal and beneficial owner of such proceeds and property, due to the structure utilized to facilitate these

29

transactions the proceeds and property are not considered assets of the Company for accounting purposes and, therefore, are not included in the accompanying consolidated balance sheets. The Company remains contingently liable to the customer for the transfers of property, disbursements of proceeds and the return on the proceeds.

A summary, by due date, of the Company’s total contractual obligations at December 31, 2004, is as follows:

	Notes and contracts payable		Operating leases		Deferrable interest subordinated notes		Total
	(in thousands)
2005	$	104,570	$	176,333		—	$	280,903
2006		129,098		127,028		—		256,126
2007		114,312		85,474		—		199,786
2008		86,180		46,465		—		132,645
2009		15,120		26,172		—		41,292
Later Years		283,490		21,079	$	100,000		404,569
	$	732,770	$	482,551	$	100,000	$	1,315,321

Pursuant to various insurance and other regulations, the maximum amount of dividends, loans and advances available to the Company in 2004 from its insurance subsidiaries is $210.2 million. Such restrictions have not had, nor are they expected to have, an impact on the Company’s ability to meet its cash obligations. See Note 2 to the consolidated financial statements.

Due to the Company’s significant liquid-asset position and its consistent ability to generate cash flows from operations, management believes that its resources are sufficient to satisfy its anticipated operational cash requirements. The Company’s financial position will enable management to react to future opportunities for acquisitions or other investments in support of the Company’s continued growth and expansion.

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Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary exposure to market risk relates to interest rate risk associated with certain other financial instruments. Although the Company monitors its risk associated with fluctuations in interest rates, it does not currently use derivative financial instruments to hedge these risks. The table below provides information about certain assets and liabilities that are sensitive to changes in interest rates and presents cash flows and the related weighted average interest rates by expected maturity dates. The Company is also subject to equity price risk as related to its equity securities. At December 31, 2004, the Company had equity securities with a book value of $49.9 million and fair value of $46.2 million. Although the Company has operations in certain foreign countries, these operations, in the aggregate, are not material to the Company’s financial condition or results of operations.

	2005			2006		2007		2008		2009		Thereafter			Total		Fair Value
	(in thousands except percentages)
Assets
Deposits with Savings and Loans
Book Value	$	94,445													$	94,445	$	94,445
Ave. Interest Rate		1.94	%															100.0	%
Debt Securities
Book Value	$	49,948		39,758		43,992		39,249		69,601			454,055		$	696,603	$	705,674
Ave. Interest Rate		3.94	%	4.33	%	4.34	%	4.05	%	4.31	%		4.43	%				101.3	%
Loans Receivable
Book Value	$	3		0		4		473		1,815			99,046		$	101,341	$	101,355
Ave. Interest Rate		8.33	%	0.00	%	8.09	%	9.00	%	8.32	%		6.42	%				100.0	%
Liabilities
Interest Bearing Escrow Deposits
Book Value	$	159,776													$	159,776	$	159,776
Ave. Interest Rate		1.10	%															100.0	%
Variable Rate Demand Deposits
Book Value	$	18,126													$	18,126	$	18,126
Ave. Interest Rate		2.20	%															100.0	%
Fixed Rate Demand Deposits
Book Value	$	23,819		10,268		5,223		2,418		2,176					$	43,904	$	44,097
Ave. Interest Rate		2.71	%	3.21	%	4.16	%	3.77	%	4.38	%							100.4	%
Notes Payable
Book Value	$	104,570		129,098		114,312		86,180		15,120			283,490		$	732,770	$	735,100
Ave. Interest Rate		5.57	%	5.52	%	4.85	%	5.58	%	5.21	%		6.21	%				101.9	%
Deferrable Interest Subordinates Notes
Book Value												$	100,000		$	100,000	$	100,000
Ave. Interest Rate													8.50	%				100.0	%

Item 8.    Financial Statements and Supplementary Data

Separate financial statements for subsidiaries not consolidated and 50% or less owned persons accounted for by the equity method have been omitted because, if considered in the aggregate, they would not constitute a significant subsidiary.

31

INDEX

			Page No.
Report of Independent Registered Public Accounting Firm			33
Financial Statements:
	Consolidated Balance Sheets		35
	Consolidated Statements of Income and Comprehensive Income		36
	Consolidated Statements of Stockholders’ Equity		37
	Consolidated Statements of Cash Flows		38
	Notes to Consolidated Financial Statements		39
	Unaudited Quarterly Financial Data		67
Financial Statement Schedules:
	I.	Summary of Investments—Other than Investments in Related Parties	68
	III.	Supplementary Insurance Information	69
	IV.	Reinsurance	71
	V.	Valuation and Qualifying Accounts	72

Financial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto.

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

The First American Corporation:

We have completed an integrated audit of The First American Corporation’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedules

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of The First American Corporation and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in “Management’s Report on Internal Control Over Financial Reporting”, appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting

33

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Orange County, California

March 16, 2005

34

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except percentage and share data)

	December 31
	2004			2003
ASSETS
Cash and cash equivalents	$	1,336,643		$	1,167,799
Accounts and accrued income receivable, less allowances ($62,730 and $55,112)		438,365			347,035
Income taxes receivable		34,074			—
Investments:
Deposits with savings and loan associations and banks		94,445			57,945
Debt securities		705,674			543,997
Equity securities		46,190			45,758
Other long-term investments		305,571			233,794
		1,151,880			881,494
Loans receivable, net		101,341			105,228
Property and equipment, net		593,401			478,016
Title plants and other indexes		497,430			426,086
Deferred income taxes		39,886			141,622
Goodwill, net		1,605,879			1,253,080
Other assets		409,466			339,542
	$	6,208,365		$	5,139,902
LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits	$	399,429		$	324,371
Accounts payable and accrued liabilities:
Accounts payable		128,214			72,315
Salaries and other personnel costs		228,393			227,193
Pension costs and other retirement plans		237,827			218,249
Other		289,327			301,258
		883,761			819,015
Deferred revenue		729,537			719,503
Reserve for known and incurred but not reported claims		526,516			435,852
Income taxes payable		—			4,017
Notes and contracts payable		732,770			553,888
Deferrable interest subordinated notes		100,000			100,000
Minority interests in consolidated subsidiaries		372,788			303,736
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $1 par value
Authorized—500,000 shares; Outstanding—None
Common stock, $1 par value
Authorized—180,000,000 shares Outstanding— 90,058,000 and 78,826,000 shares		90,058			78,826
Additional paid-in capital		757,931			463,610
Retained earnings		1,696,636			1,399,940
Accumulated other comprehensive loss		(81,061	)		(62,856	)
Total stockholders’ equity		2,463,564			1,879,520
	$	6,208,365		$	5,139,902

See Notes to Consolidated Financial Statements

35

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Year Ended December 31
	2004			2003			2002
Revenues:
Operating revenues	$	6,570,746		$	6,032,643		$	4,591,541
Investment and other income		141,796			145,354			131,560
Net realized investment gains (losses)		9,784			35,717			(18,892	)
		6,722,326			6,213,714			4,704,209
Expenses:
Salaries and other personnel costs		2,111,215			1,799,553			1,523,195
Premiums retained by agents		1,869,536			1,729,104			1,292,297
Other operating expenses		1,488,937			1,319,875			1,049,125
Provision for title losses and other claims		349,618			324,404			224,589
Depreciation and amortization		128,978			114,424			96,829
Premium taxes		52,935			51,535			34,658
Interest		43,823			36,097			33,609
		6,045,042			5,374,992			4,254,302
Income before income taxes and minority interests		677,284			838,722			449,907
Income taxes		243,200			292,000			149,900
Income before minority interests		434,084			546,722			300,007
Minority interests		84,985			95,700			65,640
Net income		349,099			451,022			234,367
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities		997			3,831			(1,199	)
Minimum pension liability adjustment		(19,202	)		(10,228	)		(41,644	)
		(18,205	)		(6,397	)		(42,843	)
Comprehensive income	$	330,894		$	444,625		$	191,524
Net income per share:
Basic	$	4.04		$	5.89		$	3.27
Diluted	$	3.83		$	5.22		$	2.92
Weighted-average common shares outstanding:
Basic		86,430			76,632			71,594
Diluted		91,895			87,765			82,580

See Notes to Consolidated Financial Statements

36

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Shares		Common Stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balance at December 31, 2001	68,694		$	68,694		$	271,403		$	777,971		$	(13,616	)	$	1,104,452
Net income for 2002										234,367						234,367
Cash dividends on common shares										(24,570	)					(24,570	)
Shares issued in connection with company acquisitions	3,094			3,094			58,257									61,351
Shares issued in connection with option, benefit and savings plans	1,848			1,848			29,984									31,832
Other comprehensive loss													(42,843	)		(42,843	)
Balance at December 31, 2002	73,636			73,636			359,644			987,768			(56,459	)		1,364,589
Net income for 2003										451,022						451,022
Cash dividends on common shares										(38,850	)					(38,850	)
Shares issued in connection with company acquisitions	1,067			1,067			27,413									28,480
Shares issued in connection with option, benefit and savings plans	4,123			4,123			76,553									80,676
Other comprehensive loss													(6,397	)		(6,397	)
Balance at December 31, 2003	78,826			78,826			463,610			1,399,940			(62,856	)		1,879,520
Net income for 2004										349,099						349,099
Cash dividends on common shares										(52,403	)					(52,403	)
Purchase of Company shares	(1,465	)		(1,465	)		(37,499	)								(38,964	)
Conversion of debt	7,458			7,458			198,270									205,728
Shares issued in connection with company acquisitions	1,648			1,648			45,314									46,962
Shares issued in connection with option, benefit and savings plans	3,591			3,591			88,236									91,827
Other comprehensive loss													(18,205	)		(18,205	)
Balance at December 31, 2004	90,058		$	90,058		$	757,931		$	1,696,636		$	(81,061	)	$	2,463,564

See Notes to Consolidated Financial Statements.

37

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31
	2004			2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	349,099		$	451,022		$	234,367
Adjustments to reconcile net income to cash provided by operating activities:
Provision for title losses and other claims		349,618			324,404			224,589
Depreciation and amortization		128,978			114,424			96,829
Minority interests in net income		84,985			95,700			65,640
Realized investment (gains) losses		(9,784	)		(35,717	)		18,892
Other, net		(53,455	)		(59,789	)		(43,337	)
Changes in assets and liabilities excluding effects of company acquisitions and noncash transactions:
Claims paid, including assets acquired, net of recoveries		(268,025	)		(269,468	)		(193,105	)
Net change in income tax accounts		81,652			(4,975	)		(8,376	)
Increase in accounts and accrued income receivable		(62,533	)		(17,443	)		(17,223	)
Increase in accounts payable and accrued liabilities		20,373			161,140			95,531
Increase in deferred revenue		5,613			129,507			66,047
Other, net		52,333			(58,685	)		753
Cash provided by operating activities		678,854			830,120			540,607
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of company acquisitions/dispositions		(329,652	)		(499,038	)		(51,450	)
Net increase in deposits with banks		(14,668	)		(13,768	)		(11,905	)
Purchases of debt and equity securities		(354,350	)		(388,165	)		(320,978	)
Proceeds from sales of debt and equity securities		97,414			232,941			116,701
Proceeds from maturities of debt securities		101,425			52,857			127,187
Net decrease in other long-term investments		8,611			42,110			24,859
Net decrease (increase) in loans receivable		3,887			2,934			(3,898	)
Capital expenditures		(201,803	)		(98,963	)		(94,672	)
Purchases of capitalized data		(19,485	)		(19,866	)		(17,745	)
Proceeds from sale of property and equipment		7,741			3,373			3,661
Cash used for investing activities		(700,880	)		(685,585	)		(228,240	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand deposits		75,020			67,658			25,042
Proceeds from issuance of notes and capital lease		325,933			177,117			9,919
Repayment of debt		(107,180	)		(152,722	)		(40,414	)
Purchase of Company shares		(38,964	)		—			—
Proceeds from exercise of stock options		27,509			26,500			8,401
Proceeds from issuance of stock to employee benefit plans		6,993			5,989			4,433
Contributions from minority shareholders		12,100			58,000			—
Distributions to minority shareholders		(58,138	)		(72,882	)		(43,903	)
Cash dividends		(52,403	)		(34,008	)		(24,570	)
Cash provided by (used for) financing activities		190,870			75,652			(61,092	)
Net increase in cash and cash equivalents		168,844			220,187			251,275
Cash and cash equivalents—Beginning of year		1,167,799			947,612			696,337
Cash and cash equivalents—End of year	$	1,336,643		$	1,167,799		$	947,612
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
Interest	$	41,679		$	36,276		$	33,281
Premium taxes	$	59,335		$	46,723		$	30,655
Income taxes	$	170,811		$	296,227		$	157,528
Noncash investing and financing activities:
Shares issued for benefits plans	$	57,325		$	48,187		$	18,998
Shares issued in repayment of convertible debt	$	205,728		$	—		$	—
Company acquisitions in exchange for common stock	$	46,962		$	28,480		$	61,351
Liabilities in connection with company acquisitions	$	202,084		$	330,599		$	55,761

See Notes to Consolidated Financial Statements

38

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.    Description of the Company:

The First American Corporation (the Company), through its subsidiaries, is engaged in the business of providing business information and related products and services. The Company has six reporting segments that fall within two primary business groups, financial services and information technology. The Financial Services group includes the Company’s title insurance and services segment and its specialty insurance segment. The title insurance and services segment issues residential and commercial title insurance policies, provides escrow services, equity loan services, tax-deferred exchanges, investment advisory, trust and thrift services, and other related products and services. The specialty insurance segment issues property and casualty insurance policies and provides home warranties. The Information Technology group includes the Company’s mortgage information, property information, credit information and screening information segments. The mortgage information segment provides tax monitoring, flood zone certification, default management services and other real estate related services. The property information segment provides property database services and appraisal services. The credit information segment provides mortgage credit and specialized credit reporting services. The screening information segment provides resident screening, employment screening, substance abuse management and testing, consumer direct location services and motor vehicle reporting and other related services.

Significant Accounting Policies:

Principles of consolidation

The consolidated financial statements include the accounts of The First American Corporation and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). This interpretation requires the consolidation of variable interest entities (VIEs) created or acquired if certain conditions are met. During December 2003, the FASB issued FIN 46 revised (FIN 46R) to defer the implementation date for pre-existing VIEs that are not special purpose entities until the end of the first interim or annual period ending after December 15, 2003. For VIEs that are not special purpose entities, companies must apply FIN 46R no later than the end of the first reporting period ending after March 15, 2004. The adoption of FIN 46 as revised by FIN 46R did not have a material impact on the Company’s financial condition or results of operations.

Certain 2002 and 2003 amounts have been reclassified to conform to the 2004 presentation.

Cash equivalents

The Company considers cash equivalents to be all short-term investments that have an initial maturity of 90 days or less and are not restricted for statutory deposit or premium reserve requirements. The carrying amount for cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments.

Investments

Deposits with savings and loan associations and banks are short-term investments with initial maturities of more than 90 days. The carrying amount of these investments is a reasonable estimate of fair value due to their short-term nature.

Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, various corporations, certain state and political subdivisions and mortgage-backed securities.

Equity securities are carried at fair value and consist primarily of investments in marketable common stocks of corporate entities.

39

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Other long-term investments consist primarily of investments in affiliates, which are accounted for under the equity method of accounting, and notes receivable and other investments, which are carried at the lower of cost or fair value less costs to sell.

The Company classifies its debt and equity securities portfolio as available-for-sale. This portfolio is continually monitored for differences between the cost and estimated fair value of each security. If the Company believes that a decline in the value of a debt or equity security is temporary in nature, it records the decline as an unrealized loss in stockholders’ equity. If the decline is believed to be other than temporary, the debt or equity security is written down to the carrying value and a realized loss is recorded on the Company’s statement of income. Management’s assessment of a decline in value includes, among other things, its current judgment as to the financial position and future prospects of the entity that issued the security. If that judgment changes in the future, the Company may ultimately record a realized loss after having initially concluded that the decline in value was temporary.

Property and equipment

Property and equipment includes computer software acquired or developed for internal use and for use with the Company’s products. Software development costs, which include capitalized interest costs and certain payroll-related costs of employees directly associated with developing software, in addition to incremental payments to third parties, are capitalized from the time technological feasibility is established until the software is ready for use.

Depreciation on buildings and on furniture and equipment is computed using the straight-line method over estimated useful lives of 25 to 40 and 3 to 10 years, respectively. Capitalized software costs are amortized using the straight-line method over estimated useful lives of 3 to 10 years.

Title plants and other indexes

Title plants and other indexes include the Company’s title plants, flood zone databases and capitalized real estate data. Title plants and flood zone databases are carried at original cost, with the costs of daily maintenance (updating) charged to expense as incurred. Because properly maintained title plants and flood zone databases have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. Capitalized real estate data, which is primarily used by the Company’s property information segment, is amortized using the straight-line method over estimated useful lives of 5 to 15 years. The Company continually analyzes its title plant and other indexes for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors.

Assets acquired in connection with claim settlements

In connection with settlement of title insurance and other claims, the Company sometimes purchases mortgages, deeds of trust, real property or judgment liens. These assets, sometimes referred to as “salvage assets,” are carried at the lower of cost or fair value less costs to sell and are included in “Other assets” in the Company’s consolidated balance sheets. The balance for these assets was $40.1 million and $42.7 million at December 31, 2004 and 2003, respectively.

40

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). This statement addresses financial accounting and reporting for goodwill and other intangible assets. In accordance with the provisions of SFAS 142, goodwill is no longer amortized but is rather tested at least annually for impairment. The Company has selected September 30 as the annual valuation date to test goodwill for impairment.

Impairment of long-lived assets and loans receivable

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” (SFAS 144). This standard requires that the Company test long-lived assets for impairment whenever there are recognized events or changes in circumstances that could affect the carrying value of the long-lived assets. In accordance with SFAS 144, management uses estimated expected future cash flows (undiscounted and excluding interest costs) to measure the recoverability of long-lived assets held and used. As of December 31, 2004 and 2003, no indications of impairment were identified. SFAS 144 also requires that long-lived assets classified as held for sale be carried at the lower of cost or market as of the date the criteria established by SFAS 144 have been met. As of December 31, 2004 and 2003, no long-lived assets were classified as held for sale.

Loans receivable are impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans receivable are measured at the present value of expected future cash flows discounted at the loan’s effective interest rate. As a practical expedient, the loan may be valued based on its observable market price or the fair value of the collateral, if the loan is collateral-dependent. No indications of impairment of loans receivable were identified during the three year period ended December 31, 2004.

Reserve for known and incurred but not reported claims

The Company provides for estimated title insurance losses by a charge to expense when the related premium revenue is recognized. The amount charged to expense (the loss rate), as well as the adequacy of the ending reserves, is determined by the Company based on historical experience and other factors, including, but not limited to, changes and trends in the type of title insurance policies issued, the real estate market and the interest rate environment. Management monitors the adequacy of the estimated loss reserves on a quarterly basis using a variety of techniques, including actuarial models, and adjusts the loss rate as necessary. Title insurance losses and other claims associated with ceded reinsurance are provided for as the Company remains contingently liable in the event that the reinsurer does not satisfy its obligations.

The Company provides for property and casualty insurance losses based upon its historical experience by a charge to expense when the related premium revenue is recognized.

The Company provides for claims losses relating to its home warranty business based on the average cost per claim as applied to the total of new claims incurred. The average cost per home warranty claim is calculated using the average of the most recent 12 months of claims experience.

The reserve for known and incurred but not reported claims reflects management’s best estimate of the total costs required to settle all claims reported to the Company and claims incurred but not reported.

41

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Operating revenues

Financial Services Group—Title premiums on policies issued directly by the Company are recognized on the effective date of the title policy and escrow fees are recorded upon close of the escrow. Revenues from title policies issued by independent agents are recorded when notice of issuance is received from the agent.

Revenues from home warranty contracts are recognized ratably over the 12-month duration of the contracts. Revenues from property and casualty insurance policies are recognized ratably over the 12-month duration of the policies.

Interest on loans with the Company’s thrift subsidiary is recognized on the outstanding principal balance on the accrual basis. Loan origination fees and related direct loan origination costs are deferred and recognized over the life of the loan. Revenues earned by the other products in the trust and banking operations of the Company are recognized at the time of delivery, as the Company has no significant ongoing obligation after delivery.

Information Technology Group—The Company’s tax service division defers the tax service fee and recognizes that fee as revenue ratably over the expected service period. The amortization rates applied to recognize the revenues assume a 10-year contract life and are adjusted to reflect prepayments. The Company reviews its tax service contract portfolio quarterly to determine if there have been changes in contract lives and/or changes in the number and/or timing of prepayments. Accordingly, the Company may adjust the rates to reflect current trends. Revenues earned by the other products in the Information Technology group are recognized at the time of delivery, as the Company has no significant ongoing obligation after delivery.

Premium taxes

Title insurance, property and casualty insurance and home warranty companies, like other types of insurers, are generally not subject to state income or franchise taxes. However, in lieu thereof, most states impose a tax based primarily on insurance premiums written. This premium tax is reported as a separate line item in the consolidated statements of income in order to provide a more meaningful disclosure of the taxation of the Company.

Income taxes

Taxes are based on income for financial reporting purposes and include deferred taxes applicable to temporary differences between the financial statement carrying amount and the tax basis of certain of the Company’s assets and liabilities.

Earnings per share

Basic earnings per share are computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that net income is increased by the effect of interest expense, net of tax, on the Company’s convertible debt; and the weighted-average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if dilutive stock options had been exercised and the debt had been converted.

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THE FIRST AMERICAN CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Risk of real estate market

Real estate activity is cyclical in nature and is affected greatly by the cost and availability of long-term mortgage funds. Real estate activity and, in turn, the majority of the Company’s revenues can be adversely affected during periods of high interest rates and/or limited money supply.

Use of estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the statements. Actual results could differ from the estimates and assumptions used.

Escrow and trust deposits

The Company administers escrow and trust deposits as a service to its customers. Escrow deposits totaled $4.8 billion and $4.5 billion at December 31, 2004 and 2003, respectively, of which $337.4 million and $247.8 million were held at the Company’s trust and thrift division. The escrow deposits held at the Company’s trust and thrift division are included in the accompanying consolidated balance sheets, with $43.3 million and $54.3 million included in cash and cash equivalents and $294.1 million and $193.5 million included in debt securities at December 31, 2004 and 2003, respectively. The remaining escrow deposits were held at third party financial institutions. Trust deposits totaled $2.9 billion and $2.3 billion at December 31, 2004 and 2003, respectively, and were held at the Company’s trust division. Escrow deposits held at third party financial institutions and trust deposits are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. However, the Company remains contingently liable for the disposition of these assets.

Like-kind exchanges

In addition, the Company facilitates tax-deferred property exchanges pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of such exchange the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds held by the Company for the purpose of completing such transactions totaled $1.9 billion and $1.1 billion at December 31, 2004 and 2003, respectively. Though the Company is the legal and beneficial owner of such proceeds and property, due to the structure utilized to facilitate these transactions the proceeds and property are not considered assets of the Company for accounting purposes and, therefore, are not included in the accompanying consolidated balance sheets. The Company remains contingently liable to the customer for the transfers of property, disbursements of proceeds and a return on the proceeds.

NOTE 2.    Statutory Restrictions on Investments and Stockholders’ Equity:

Investments carried at $60.8 million were on deposit with state treasurers in accordance with statutory requirements for the protection of policyholders at December 31, 2004.

Pursuant to insurance and other regulations of the various states in which the Company’s insurance subsidiaries operate, the amount of dividends, loans and advances available to the Company is limited,

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THE FIRST AMERICAN CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

principally for the protection of policyholders. Under such statutory regulations, the maximum amount of dividends, loans and advances available to the Company from its insurance subsidiaries in 2005 is $210.2 million.

The Company’s title insurance subsidiary, First American Title Insurance Company, maintained statutory capital and surplus of $746.0 million and $746.6 million at December 31, 2004 and 2003, respectively. Statutory net income for the years ended December 31, 2004, 2003 and 2002, was $130.5 million, $229.9 million and $132.0 million, respectively.

The escrow deposits held by the Company’s trust operations are restricted in use in accordance with regulations of the Office of Thrift Supervision.

NOTE 3.    Debt and Equity Securities:

The amortized cost and estimated fair value of investments in debt securities are as follows:

	Amortized cost		Gross unrealized					Estimated fair value
			gains		losses
	(in thousands)
December 31, 2004
U.S. Treasury securities	$	112,197	$	1,442	$	(243	)	$	113,396
Corporate securities		160,174		5,593		(302	)		165,465
Obligations of states and political subdivisions		93,740		2,797		(99	)		96,438
Mortgage-backed securities		330,492		150		(267	)		330,375
	$	696,603	$	9,982	$	(911	)	$	705,674
December 31, 2003
U.S. Treasury securities	$	106,064	$	2,399	$	(120	)	$	108,343
Corporate securities		136,574		7,464		(287	)		143,751
Obligations of states and political subdivisions		79,726		3,713		(200	)		83,239
Mortgage-backed securities		208,888		633		(857	)		208,664
	$	531,252	$	14,209	$	(1,464	)	$	543,997

The amortized cost and estimated fair value of debt securities at December 31, 2004, by contractual maturities, are as follows:

	Amortized cost		Estimated fair value
	(in thousands)
Due in one year or less	$	49,370	$	49,776
Due after one year through five years		169,658		174,310
Due after five years through ten years		125,902		128,206
Due after ten years		21,181		23,007
		366,111		375,299
Mortgage-backed securities		330,492		330,375
	$	696,603	$	705,674

44

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The cost and estimated fair value of investments in equity securities are as follows:

			Gross unrealized					Estimated fair value
	Cost		gains		losses
			(in thousands)
December 31, 2004
Preferred stock:
Other	$	2,554	$	143	$	(217	)	$	2,480
Common stocks:
Corporate securities		47,263		4,953		(8,649	)		43,567
Other		80		68		(5	)		143
	$	49,897	$	5,164	$	(8,871	)	$	46,190
December 31, 2003
Preferred stock:
Other	$	2,925	$	312	$	(1	)	$	3,236
Common stocks:
Corporate securities		46,625		4,707		(8,914	)		42,418
Other		81		34		(11	)		104
	$	49,631	$	5,053	$	(8,926	)	$	45,758

The fair value of debt and equity securities was estimated using quoted market prices. Sales of debt and equity securities resulted in realized gains of $2.9 million, $7.0 million and $2.2 million; and realized losses of $0.6 million, $3.1 million and $4.8 million for the years ended December 31, 2004, 2003 and 2002, respectively.

In accordance with the enhanced disclosure provisions of Emerging Issues Task Force Issue No. 03-1, “The Meaning of Other-Than Temporary Impairment and Its Application to Certain Investments,” the Company, at December 31, 2004 had gross unrealized losses of $.9 million from debt securities that had been in an unrealized loss position for less than 12 months. The fair value of those debt securities that had been in an unrealized loss position for less than 12 months is $99.3 million. At December 31, 2004, the Company had gross unrealized losses of $8.7 million from equity securities that had been in an unrealized loss position for 12 months or greater. The fair value of those equity securities that had been in an unrealized loss position for 12 months or greater was $17.6 million. Management has determined that the unrealized losses from debt and equity securities at December 31, 2004 are temporary in nature. Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects of the issuer, and our ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery.

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THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 4.    Loans Receivable:

Loans receivable are summarized as follows:

	December 31
	2004			2003
	(in thousands)
Real estate—mortgage	$	105,454		$	109,340
Other		7			8
		105,461			109,348
Allowance for loan losses		(1,350	)		(1,290	)
Participations sold		(2,516	)		(2,588	)
Deferred loan fees, net		(254	)		(242	)
	$	101,341		$	105,228

Real estate loans are collateralized by properties located primarily in Southern California. The average yield on the Company’s loan portfolio was 7.0% and 8.0% for the years ended December 31, 2004 and 2003, respectively. Average yields are affected by prepayment penalties recorded as income, loan fees amortized to income and the market interest rates charged by thrift and loan institutions.

The fair value of loans receivable was $101.4 million and $105.3 million at December 31, 2004 and 2003, respectively, and was estimated based on the discounted value of the future cash flows using the current rates being offered for loans with similar terms to borrowers of similar credit quality.

The allowance for loan losses is maintained at a level that is considered appropriate by management to provide for known risks in the portfolio.

The aggregate annual maturities for loans receivable in each of the five years after December 31, 2004, are as follows:

Year	(in thousands)
2005	$	3
2006	$	—
2007	$	4
2008	$	473
2009	$	1,815

46

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 5.    Property and Equipment:

Property and equipment consists of the following:

	December 31
	2004			2003
	(in thousands)
Land	$	45,742		$	43,327
Buildings		241,432			187,167
Furniture and equipment		369,038			286,337
Capitalized software		442,462			364,658
		1,098,674			881,489
Accumulated depreciation and amortization		(505,273	)		(403,473	)
	$	593,401		$	478,016

In December 2004, the Company entered into a sale-leaseback transaction for certain equipment and capitalized software. This transaction, which totaled $122.0 million, was accounted for as a capital lease. The assets and related obligation have been included in the accompanying consolidated financial statements.

NOTE 6.    Goodwill and Other Intangible Assets:

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). This statement addresses financial accounting and reporting for goodwill and other intangibles and superceded Accounting Principles Board Opinions No. 17, “Intangible Assets.” SFAS 142 addresses how goodwill and other intangible assets should be accounted for in the financial statements. Pursuant to SFAS 142, the Company’s goodwill and intangible assets that have indefinite lives will not be amortized but rather will be tested at least annually for impairment. SFAS 142 requires that goodwill and other intangible assets be allocated to various reporting units that are either operating segments or one reporting unit below the operating segment. The Company’s reporting units, for purposes of applying the provisions of SFAS 142, are title insurance, home warranty, property and casualty insurance, trust and other services, mortgage origination products and services, mortgage servicing products and services, property information services, conventional credit information, subprime credit information, pre-employment and drug screening, resident screening and risk mitigation.

The SFAS 142 impairment testing process includes two phases. The first phase (Test 1) compares the fair value of each reporting unit to its book value. The fair value of each reporting unit is determined by using discounted cash flow analysis, market approach valuations and third-party valuation advisors. If the fair value of the reporting unit exceeds its book value, the goodwill is not considered impaired and no additional analysis is required. However, if the book value is greater than the fair value, a second test (Test 2) must be completed to determine if the fair value of the goodwill exceeds the book value. The fair value of the goodwill is determined by discounted cash flow analysis and appraised values. If the fair value is less than the book value, an impairment is considered to exist.

The Company has determined that its flood zone certification database, which is included in “Title plants and other indexes,” is an intangible asset with an indefinite life. Accordingly, this asset is not amortized but rather tested annually for impairment by comparing the fair value of the database with its carrying value. In addition, the Company had $154.0 million of intangible assets included in “Other assets” at December 31, 2004,

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THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

with definite lives ranging from three to ten years. These assets, comprised primarily of customer lists and noncompete agreements, are being amortized in a manner consistent with periods prior to the adoption of SFAS 142.

In accordance with the provisions of SFAS 142, the Company completed the required annual impairment tests of goodwill and intangible assets with indefinite lives for the years ended December 31, 2004 and 2003, and determined that there was no impairment of value.

A reconciliation of the changes in the carrying amount of net goodwill, by operating segment, as of December 31, 2004, is as follows:

	Balance as of January 1, 2004		Acquired/(disposed of) during the year		Post acquisition Adjustments		Balance as of December 31, 2004
	(in thousands)
Financial Services:
Title Insurance	$	260,152	$	115,545	$	1,239	$	376,936
Specialty Insurance		19,794		—		—		19,794
Information Technology:
Mortgage Information		545,612		32,125		5,985		583,722
Property Information		150,399		96,840		199		247,438
Credit Information		72,450		—		—		72,450
Screening Information		204,673		99,863		1,003		305,539
	$	1,253,080	$	344,373	$	8,426	$	1,605,879

NOTE 7.    Demand Deposits:

Escrow, passbook and investment certificate accounts are summarized as follows:

	December 31
	2004		2003
	(in thousands except percentages)
Escrow accounts:
Interest bearing	$	159,776	$	92,596
Non-interest bearing		177,623		155,195
		337,399		247,791
Passbook accounts		18,126		19,784
Certificate accounts:
Less than one year		23,819		35,473
One to five years		20,085		21,323
		43,904		56,796
	$	399,429	$	324,371
Annualized interest rates:
Escrow deposits		1%		1%
Passbook accounts		2%		2%
Certificate accounts		2%-7%		2%-7%

48

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The carrying value of escrow and passbook accounts approximates fair value due to the short-term nature of this liability. The fair value of investment certificate accounts was $44.1 million and $57.1 million at December 31, 2004 and 2003, respectively, and was estimated based on the discounted value of future cash flows using a discount rate approximating current market for similar liabilities.

NOTE 8.    Reserve for Known and Incurred But Not Reported Claims:

Activity in the reserve for known and incurred but not reported claims is summarized as follows:

	December 31
	2004		2003			2002
	(in thousands)
Balance at beginning of year	$	435,852	$	360,305		$	314,777
Provision related to:
Current year		348,806		324,406			224,058
Prior years		812		(2	)		531
		349,618		324,404			224,589
Payments related to:
Current year		162,729		151,590			97,729
Prior years		105,559		117,896			79,888
		268,288		269,486			177,617
Other		9,334		20,629			(1,444	)
Balance at end of year	$	526,516	$	435,852		$	360,305

“Other” primarily represents reclassifications to the reserve for assets acquired in connection with claim settlements and purchase accounting adjustments related to company acquisitions. Included in “Other” for 2003 was a $16.0 million purchase accounting adjustment related to the acquisition of Transamerica Finance Corporation’s tax monitoring and flood zone certification businesses. Claims activity associated with reinsurance is not material and, therefore, not presented separately. Current year payments include $143.1 million, $133.3 million and $79.8 million in 2004, 2003 and 2002, respectively, that relate to the Company’s non-title insurance operations.

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THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 9.    Notes and Contracts Payable:

	December 31
	2004		2003
	(in thousands)
4.5% senior convertible debentures, due April 2008	$	—	$	210,000
5.7% senior debenture, due August 2014		149,598		—
7.55% senior debentures, due April 2028		99,572		99,558
Trust deed notes with maturities through 2023, collateralized by land and buildings with a net book value of $75,631, weighted-average interest rate of 5.5%		64,771		62,360
Other notes and contracts payable with maturities through 2013, weighted-average interest rate of 5.9%		296,829		181,970
Capital lease obligation		122,000		—
	$	732,770	$	553,888

In December 2004, the Company entered into a sale-leaseback transaction for certain equipment and capitalized software. The transaction totaled $122.0 million and was accounted for as a capital lease. The capital lease bears interest at a rate of 5.7% and has a base term of two years with three one-year renewal options. The assets and related obligation have been included in the accompanying consolidated financial statements.

In July 2004, the Company sold unsecured debt securities in the aggregate principal amount of $150.0 million. These securities, which bear interest at a fixed rate of 5.7%, are due August 2014.

In April 2004, the Company redeemed for cash $1.2 million of the $210.0 million aggregate principal outstanding on its 4.5% Senior Convertible Debentures Due 2008. Prior to the redemption date, holders had converted an aggregate principal amount of $208.8 million of debentures into 7,457,938 common shares of the Company at the fixed conversion price of $28 per share.

In October 2003, the Company obtained a $55.0 million loan collateralized by its corporate headquarters. This loan, which bears interest at the rate of 5.26%, will be repaid over a 20-year period and requires the Company to maintain certain minimum levels of capital and earnings.

The Company has also issued debt that is convertible into shares of its common stock to finance certain acquisitions. This debt, which is included in “Other notes and contracts payable,” is convertible at the option of each note holder at a conversion price of $30 per share. The balance of this convertible debt was $20.4 million and $24.5 million at December 31, 2004 and 2003, respectively.

In August 2004, the Company entered into a credit agreement that provides for a $500.0 million unsecured line of credit. This agreement supersedes the Company’s prior credit agreement that was scheduled to expire in July 2005. Under the terms of the credit agreement, the Company is required to maintain certain minimum levels of capital and earnings and meet predetermined debt-to-capitalization ratios. The line of credit remains in effect until August 2009 and was unused at December 31, 2004. The Company’s publicly traded subsidiary, First Advantage Corporation has two bank credit agreements. The first agreement provides for a $20.0 million collateralized line of credit. Under the terms of that credit agreement, First Advantage Corporation is required to satisfy certain financial requirements. The line of credit remains in effect until July 2006 and had a balance due of $12.5 and $9.0 million at December 31, 2004 and 2003, respectively. The second credit agreement entered into in March 2004 provides for a $25.0 million unsecured line of credit. This credit agreement matures in matures in March 2007 and had a balance due of $25.0 million at December 31, 2004.

50

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aggregate annual maturities for notes and contracts payable and capital leases in each of the five years after December 31, 2004, are as follows:

Year	Notes payable		Capital lease
	(in thousands)
2005	$	82,196	$	22,375
2006	$	105,424	$	23,674
2007	$	89,263	$	25,048
2008	$	35,277	$	50,093
2009	$	15,120		—

The fair value of notes and contracts payable was $742.5 million and $564.5 million at December 31, 2004 and 2003, respectively, and was estimated based on the current rates offered to the Company for debt of the same remaining maturities. The weighted-average interest rate for the Company’s notes and contracts payable was 5.7% and 5.5% at December 31, 2004 and 2003, respectively.

NOTE 10.    Deferrable Interest Subordinated Notes:

On April 22, 1997, the Company issued and sold $100.0 million of 8.5% trust preferred securities, due in 2012, through its wholly owned subsidiary, First American Capital Trust. In connection with the subsidiary’s issuance of the preferred securities, the Company issued to the subsidiary trust 8.5% subordinated interest notes due in 2012. The sole assets of the subsidiary are and will be the subordinated interest notes. The Company’s obligations under the subordinated interest notes and related agreements, taken together, constitute a full and unconditional guarantee by the Company of the subsidiary’s obligations under the preferred securities. Distributions payable on the securities are included as interest expense in the Company’s consolidated income statements.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement was effective for interim periods beginning after June 15, 2003 and establishes standards regarding the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The implementation of this statement required the Company to reclassify its “Mandatorily redeemable preferred securities” as debt. As a result of the change in classification, the Company’s debt-to-total capitalization ratio increased. This change has not had any other impact on the Company’s financial condition or results of operations.

The fair value of the Company’s mandatorily redeemable preferred securities was $100.0 million at December 31, 2004 and 2003 and was estimated based on the current rates offered to the Company for debt of the same type and remaining maturity.

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THE FIRST AMERICAN CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 11.    Investment and Other Income:

The components of investment and other income are as follows:

	2004		2003		2002
	(in thousands)
Interest:
Cash equivalents and deposits with savings and loan associations and banks	$	12,034	$	10,109	$	8,285
Debt securities		29,006		23,930		21,469
Other long-term investments		9,153		2,877		5,786
Loans receivable		7,531		8,468		9,277
Dividends on marketable equity securities		2,895		1,435		1,328
Equity in earnings of unconsolidated affiliates		53,620		59,789		43,337
Trust and banking activities		21,564		26,496		29,102
Other		5,993		12,250		12,976
	$	141,796	$	145,354	$	131,560

NOTE 12.    Income Taxes:

Income taxes are summarized as follows:

	2004		2003			2002
	(in thousands)
Current:
Federal	$	124,001	$	247,779		$	118,748
State		7,294		43,727			23,560
Foreign		5,120		6,964			2,609
		136,415		298,470			144,917
Deferred:
Federal		87,980		(4,697	)		6,587
State		18,805		(1,773	)		(1,604	)
		106,785		(6,470	)		4,983
	$	243,200	$	292,000		$	149,900

Income taxes differ from the amounts computed by applying the federal income tax rate of 35.0%. A reconciliation of this difference is as follows:

	2004		2003			2002
	(in thousands)
Taxes calculated at federal rate	$	207,305	$	260,091		$	134,494
Tax effect of minority interests		3,037		1,249			1,837
State taxes, net of federal benefit		22,370		28,670			13,767
Exclusion of certain meals and entertainment expenses		7,010		5,990			5,222
Other items, net		3,478		(4,000	)		(5,420	)
	$	243,200	$	292,000		$	149,900

52

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The primary components of temporary differences that give rise to the Company’s net deferred tax assets are as follows:

	December 31
	2004			2003
	(in thousands)
Deferred tax assets:
Deferred revenue	$	68,246		$	195,476
Employee benefits		45,835			48,516
Bad debt reserves		22,064			19,181
Loss reserves		89,158			35,764
Accumulated other comprehensive income		43,183			31,464
Net operating loss carryforward		57,167			50,171
Excess capital losses		—			3,554
Investment in affiliates		5,564			5,518
Other		951			2,888
		332,168			392,532
Deferred tax liabilities:
Depreciable and amortizable assets		161,061			131,948
Investment gain		17,434			17,261
Claims and related salvage		67,518			55,794
Other		3,737			2,478
		249,750			207,481
Net deferred tax asset before valuation allowance		82,418			185,051
Valuation allowance		(42,532	)		(43,429	)
Net deferred tax asset	$	39,886		$	141,622

For the year 2004, domestic and foreign pretax income from continuing operations was $573.9 million and $18.4 million, respectively.

The exercise of stock options represents a tax benefit and has been reflected as a reduction of taxes payable and an increase to the additional paid-in capital account. The benefits recorded were $6.7 million, $5.8 million and $1.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.

At December 31, 2004, the Company had available net operating-loss carryforwards totaling approximately $146.9 million for income tax purposes, of which $9.5 million has an indefinite expiration. The remaining $137.4 million begins to expire at various times beginning in 2008 and ending in 2024.

The valuation allowance relates primarily to deferred tax assets for federal and state net operating-loss carryforwards relating to acquisitions consummated by First Advantage. Utilization of the pre-acquisition net operating losses is subject to limitations by the Internal Revenue Code and State jurisdictions. The Company evaluates the realizability of its deferred tax assets by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. To the extent that the related tax benefits are realized in subsequent years, they will be applied to reduce goodwill arising from the acquisitions.

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THE FIRST AMERICAN CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 13.    Earnings Per Share:

The Company’s potential dilutive securities are stock options and convertible debt. Stock options are reflected in diluted earnings per share by application of the treasury-stock method and convertible debt is reflected in diluted earnings per share by application of the if-converted method. A reconciliation of net income and weighted average shares outstanding is as follows:

	2004		2003		2002
	(in thousands, except per share data)
Numerator:
Net income—numerator for basic net income per share	$	349,099	$	451,022	$	234,367
Effect of dilutive securities:
Convertible debt—interest expense (net of tax)		2,597		6,823		7,017
Numerator for diluted net income per share	$	351,696	$	457,845	$	241,384
Denominator:
Weighted-average shares—denominator for basic net income per share		86,430		76,632		71,594
Effect of dilutive securities:
Employee stock options		2,586		2,744		2,449
Convertible debt		2,879		8,389		8,537
Denominator for diluted net income per share		91,895		87,765		82,580
Net income per share:
Basic	$	4.04	$	5.89	$	3.27
Diluted	$	3.83	$	5.22	$	2.92

For the three years ended December 31, 2004, 2003 and 2002, 0.5 million, 0.3 million and 3.4 million options, respectively, were excluded from the weighted-average diluted common shares outstanding due to their antidilutive effect.

NOTE 14.    Employee Benefit Plans:

In December 2003, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards (SFAS) No. 132, “Employers’ Disclosures About Pensions and Other Post Retirement Benefits” to require additional disclosures. The Company has implemented the revised disclosures in these financial statements.

The Company has benefit plans covering substantially all employees, including a 401(k) savings plan (the Savings Plan), an employee stock purchase plan and a defined benefit pension plan.

The Savings Plan allows for employee-elective contributions up to the maximum deductible amount as determined by the Internal Revenue Code. The Company makes discretionary contributions to the Savings Plan based on profitability, as well as contributions of the participants. The Company’s expense related to the Savings Plan amounted to $58.3 million, $48.4 million and $39.6 million for the years ended December 31, 2004, 2003 and 2002, respectively. The Savings Plan allows the participants to purchase the Company’s stock as one of the investment options. The Savings Plan held 10,689,000 and 9,982,000 shares of the Company’s common stock, representing 11.9% and 12.7% of the total shares outstanding at December 31, 2004 and 2003, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The employee stock purchase plan allows eligible employees to purchase common stock of the Company at 85% of the closing price on the last day of each month. There were 289,000, 283,000 and 245,000 shares issued in connection with the plan for the years ending December 31, 2004, 2003 and 2002, respectively. At December 31, 2004, there were 2,166,000 shares reserved for future issuances.

The Company’s defined benefit pension plan is a noncontributory, qualified, defined benefit plan with benefits based on the employee’s years of service. The Company’s policy is to fund all accrued pension costs. Contributions are intended to provide not only for benefits attributable to past service, but also for those benefits expected to be earned in the future. The Company also has nonqualified, unfunded supplemental benefit plans covering certain key management personnel. Benefits under these plans are anticipated to be funded with proceeds from life insurance policies purchased by the Company on the lives of the executives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table provides a reconciliation of the changes in the defined benefit plan and supplemental benefit plan obligations, fair value of assets, a statement of the funded status and a summary of the amounts recognized in the consolidated financial statements as of December 31, 2004 and 2003:

	December 31
	2004						2003
	Defined benefit pension plans			Unfunded supplemental benefit plans			Defined benefit pension plans			Unfunded supplemental benefit plans
	(in thousands)
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	252,150		$	92,218		$	227,013		$	73,322
Service costs		12,282			3,870			12,033			2,904
Interest costs		15,684			6,781			14,789			5,535
Plan amendments		—			—			(2,168	)		6
Actuarial losses		17,778			18,491			15,250			13,663
Benefits paid		(14,373	)		(3,493	)		(14,767	)		(3,212	)
Projected benefit obligation at end of year		283,521			117,867			252,150			92,218
Change in plan assets:
Plan assets at fair value at beginning of year		153,476			—			147,932			—
Actual return on plan assets		6,892			—			17,407			—
Company contributions		43,215			3,493			2,904			3,212
Benefits paid		(14,373	)		(3,493	)		(14,767	)		(3,212	)
Plan assets at fair value at end of year		189,210			—			153,476			—
Reconciliation of funded status:
Funded status of the plans		(94,311	)		(117,867	)		(98,674	)		(92,218	)
Unrecognized net actuarial loss		119,972			52,589			101,267			37,262
Unrecognized prior service cost		(3,631	)		153			(7,791	)		464
Unrecognized net transition asset		—			—			(7	)		—
Prepaid (accrued) pension cost		22,030			(65,125	)		(5,205	)		(54,492	)
Amounts recognized in the consolidated financial statements consist of:
Accrued benefit liability		(91,173	)		(86,504	)		(96,778	)		(68,483	)
Intangible asset		—			153			—			463
Minimum pension liability adjustment		113,203			21,226			91,573			13,528
	$	22,030		$	(65,125	)	$	(5,205	)	$	(54,492	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	2004			2003			2002
	(in thousands)
Expense:
Service cost	$	16,152		$	14,937		$	19,625
Interest cost		22,465			20,324			18,193
Actual return on plan assets		(14,488	)		(14,046	)		(14,795	)
Amortization of net transition obligation		(6	)		(22	)		(22	)
Amortization of prior service cost		(3,851	)		(3,802	)		(3,632	)
Amortization of net loss		9,766			6,309			2,707
	$	30,038		$	23,700		$	22,076

Unrecognized prior service costs are being amortized over the average remaining period of benefit service of participants at the time of the plan change. The benefit obligation and related assets have been measured as of December 31, 2004 for all plans.

Weighted average actuarial assumptions used to determine costs for the plans were as follows:

	December 31
	2004		2003
Defined benefit pension plan
Discount rate	6.25	%	6.75	%
Rate of return on plan assets	9.00	%	9.00	%
Unfunded supplemental benefit plans
Discount rate	6.25	%	6.75	%

Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows:

	December 31
	2004		2003
Defined benefit pension plan
Discount rate	6.00	%	6.25	%
Rate of return on plan assets	9.00	%	9.00	%
Unfunded supplemental benefit plans
Discount rate	6.00	%	6.25	%
Salary increase rate	4.50	%	4.50	%

Negative financial market returns during 2000 through 2002 resulted in a decline in the fair-market value of plan assets. This, when combined with the declining discount rate assumptions in the last several years, has resulted in a decline in the plans’ funded status. Consequently, the Company’s accumulated benefit obligation exceeded the fair-market value of the plan assets for the Company’s funded, defined benefit plans. In addition, the Company has nonqualified, unfunded supplemental benefit plans covering certain key management personnel. Benefits under these plans are anticipated to be funded with proceeds from life insurance policies purchased by the Company on the lives of the executives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The accumulated benefit obligations for the plans were as follows:

	December 31
	2004				2003
	Defined benefit pension plans		Unfunded supplemental benefit plans		Defined benefit pension plans		Unfunded supplemental benefit plans
	(in thousands)
Accumulated benefit obligation	$	283,521	$	86,504	$	252,404	$	68,482

The Company has a pension investment policy designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the pension plan assets are managed by investment managers that invest plan assets in equity and fixed income debt securities and cash. A summary of the asset allocation as of December 31, 2004 and 2003 and the target mix are as follows:

	Target allocation		Percentage of plan assets at December 31
	2005		2004		2003
Asset category
Domestic and international equities	50	%	52	%	52	%
Fixed income	47	%	43	%	46	%
Cash	3	%	5	%	2	%

Included in the domestic equities amount above are common shares of the Company with a market value of $14.3 million as of December 31, 2004. The Company expects to make cash contributions to its pension plans of approximately $29.9 million during 2005.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Year	(in thousands)
2005	$	16,352
2006	$	17,115
2007	$	18,145
2008	$	19,000
2009	$	19,717
2010-2014	$	121,766

NOTE 15.    Stock Option Plans:

On April 24, 1996, the Company implemented The First American Corporation 1996 Stock Option Plan (the Stock Option Plan). Under the Stock Option Plan, options are granted to certain employees to purchase the Company’s common stock at a price no less than the market value of the shares on the date of the grant. The maximum number of shares that may be subject to options is 14,625,000. Currently, outstanding options become exercisable in one to five years, and expire ten years from the grant date. On April 24, 1997, the Company implemented The First American Corporation 1997 Directors’ Stock Plan (the Directors’ Plan). The Directors’ Plan is similar to the employees’ Stock Option Plan, except that the maximum number of shares that may be subject to options is 1,800,000 and the maximum number of shares that may be purchased pursuant to options granted shall not exceed 6,750 shares during any consecutive 12-month period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effective December 15, 2002, the Company adopted Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, which amends Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation” (SFAS 148). In accounting for its plans, the Company, as allowable under the provisions of SFAS 148, applies Accounting Principles Board Opinions No. 25, “Accounting for Stock issued to Employees.” As a result of this election, the Company does not recognize compensation expense for its stock option plans.

Had the Company determined compensation cost based on the fair value for its stock options at grant date, net income and earnings per share would have been reduced to the pro forma amounts as follows:

	2004		2003		2002
	(in thousands, except per share amounts)
Net income:
As reported	$	349,099	$	451,022	$	234,367
Pro forma	$	342,165	$	441,517	$	229,434
Net income per share:
As reported:
Basic	$	4.04	$	5.89	$	3.27
Diluted	$	3.83	$	5.22	$	2.92
Pro forma:
Basic	$	3.96	$	5.76	$	3.20
Diluted	$	3.75	$	5.11	$	2.86

The fair value of each option grant is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2004, 2003 and 2002, respectively; dividend yield of 2.1%, 1.8% and 1.9%; expected volatility of 41.9%, 45.1% and 48.9%; risk-free interest rate of 4.6%, 4.2% and 4.2%; and expected life of six years, seven years and seven years.

Transactions involving stock options are summarized as follows:

	Number outstanding		Weighted-average exercise price
	(in thousands, except weighted-average exercise price)
Balance at December 31, 2001	9,706		$	16.22
Granted during 2002	508		$	17.41
Exercised during 2002	(802	)	$	11.08
Forfeited during 2002	(466	)	$	17.73
Balance at December 31, 2002	8,946		$	16.66
Granted during 2003	1,652		$	23.45
Exercised during 2003	(2,011	)	$	13.30
Forfeited during 2003	(241	)	$	18.66
Balance at December 31, 2003	8,346		$	18.75
Granted during 2004	967		$	29.00
Exercised during 2004	(1,622	)	$	17.03
Forfeited during 2004	(302	)	$	18.23
Balance at December 31, 2004	7,389		$	20.51

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock options outstanding and exercisable at December 31, 2004, are summarized as follows:

	Outstanding				Exercisable
Range of Exercise Prices	Options	Average remaining life in years	Average exercise price		Options	Average exercise price
	(options in thousands)
$  3.95—$13.00	1,682	4.8	$	10.28	1,132	$	10.06
$13.01—$23.57	2,089	7.1	$	19.72	821	$	18.38
$23.58—$24.00	1,753	3.3	$	23.58	1,747	$	23.58
$24.01—$43.58	1,865	8.4	$	27.72	362	$	27.68
$  3.95—$43.58	7,389	6.0	$	20.51	4,062	$	19.12

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R). This standard is a revision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. This standard is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company will adopt the standard in the third quarter of 2005. The Company has not determined the impact, if any, that this standard will have on its consolidated financial position or results of operations.

NOTE 16.    Commitments and Contingencies:

Lease commitments

The Company leases certain office facilities, automobiles and equipment under operating leases, which, for the most part, are renewable. The majority of these leases also provide that the Company will pay insurance and taxes. In December 2004 the Company purchased, for $35.5 million, certain furniture and equipment that had been part of a sales-leaseback transaction entered into by the Company in December 1999. This equipment, along with additional equipment and software, was subsequently resold and leased back in a transaction that resulted in the Company recording a capitalized lease. In December 2000, the Company’s subsidiary, First American Real Estate Information Services, Inc. entered into sale-leaseback agreement with regard to certain furniture and equipment with a net book value of $30.7 million. Proceeds from the sale amounted to $33.8 million and a gain of $3.1 million was included in “Deferred revenue” and is being amortized over the life of the lease. Under the agreements, the Company’s subsidiary agreed to lease the property for five years with minimum annual lease payments of $3.8 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Future minimum rental payments under operating and capital leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2004 are as follows:

	Operating		Capital
Year	(in thousands)
2005	$	176,333	$	28,838
2006		127,028		28,838
2007		85,474		28,838
2008		46,465		53,238
2009		26,172
Later years		21,079
	$	482,551	$	139,752
Less: Amounts related to interest				(17,752	)
			$	122,000

Total rental expense for all operating leases and month-to-month rentals was $259.0 million; $205.6 million and $178.2 million for the years ended December 31, 2004, 2003, and 2002, respectively.

Other commitments and guarantees

In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others” (FIN 45). This interpretation clarifies the requirements relating to the guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN 45 were effective for fiscal years ending after December 15, 2002. The provisions for initial recognition and measurement are effective on a prospective basis for guarantees issued or modified after December 31, 2002. The adoption of FIN 45 had no impact on the Company’s financial condition or results of operations.

The Company and Experian Information Solutions, Inc. (Experian) are parties to a joint venture that resulted in the creation of the Company’s First American Real Estate Solutions, LLC (FARES) subsidiary. Pursuant to the terms of the joint venture, Experian has the right to sell to the Company its interest in FARES at a purchase price determined pursuant to a specified formula based on the after-tax earnings of FARES. Experian may only exercise this right if the purchase price is greater than $80.0 million and less than $160.0 million. As of December 31, 2004, the purchase price exceeded $160.0 million and, therefore, Experian’s right was not exercisable as of such date. In addition to the agreement with Experian, the Company is also party to several other agreements that require the Company to purchase some or all of the minority shares of certain less-than-100.0% owned subsidiaries if certain conditions are met. The total potential purchase price related to those agreements that have met the necessary conditions as of December 31, 2004 was not material.

The Company also guarantees the obligations of certain of its subsidiaries. These obligations are included in the Company’s consolidated balance sheets as of December 31, 2004.

NOTE 17.    Stockholders’ Equity:

On October 23, 1997, the Company adopted a Shareholder Rights Plan (the Rights Plan). Under the Rights Plan, after the close of business on November 15, 1997, each holder of the Company’s common shares received a

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dividend distribution of one Right for each common share held. Each Right entitles the holder thereof to buy a preferred share fraction equal to 1/100,000 of a share of Series A Junior Participating Preferred Shares of the Company at an exercise price of $265 per preferred share fraction. Each fraction is designed to be equivalent in voting and dividend rights to one common share.

The Rights will be exercisable and will trade separately from the common shares only if a person or group, with certain exceptions, acquires beneficial ownership of 15.0% or more of the Company’s common shares or commences a tender or exchange offer that would result in such person or group beneficially owning 15.0% or more of the common shares then outstanding. The Company may redeem the Rights at $0.001 per Right at any time prior to the occurrence of one of these events. All Rights expire on October 23, 2007.

Each Right will entitle its holder to purchase, at the Right’s then-current exercise price, preferred share fractions (or other securities of the Company) having a value of twice the Right’s exercise price. This amounts to the right to buy preferred share fractions of the Company at half price. Rights owned by the party triggering the exercise of Rights will be void and, therefore, will not be exercisable.

In addition, if, after any person has become a 15.0%-or-more stockholder, the Company is involved in a merger or other business combination transaction with another person in which the Company’s common shares are changed or converted, or if the Company sells 50.0% or more of its assets or earning power to another person, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, common stock of such other person (or its parent) having a value of twice the Right’s exercise price.

NOTE 18.    Other Comprehensive Income:

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.

Components of other comprehensive income are as follows:

	Unrealized gains on securities			Minimum pension liability adjustment			Accumulated other comprehensive income (loss)
	(in thousands)
Balance at December 31, 2001	$	2,689		$	(16,305	)	$	(13,616	)
Pretax change		28			(64,068	)		(64,040	)
Tax effect		(1,227	)		22,424			21,197
Balance at December 31, 2002		1,490			(57,949	)		(56,459	)
Pretax change		4,709			(15,810	)		(11,101	)
Tax effect		(878	)		5,582			4,704
Balance at December 31, 2003		5,321			(68,177	)		(62,856	)
Pretax change		1,534			(29,329	)		(27,795	)
Tax effect		(537	)		10,127			9,590
Balance at December 31, 2004	$	6,318		$	(87,379	)	$	(81,061	)

The change in unrealized gains on debt and equity securities includes reclassification adjustments of $2.3 million, $3.9 million and $(2.6) million of net realized gains (losses) for the years ended December 31, 2004, 2003 and 2002, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 19.    Litigation.

A subsidiary of the Company is a defendant in a class action lawsuit that is pending in federal court in Michigan. The plaintiffs allege that in certain transactions the premium our subsidiary charged to builders and developers for title insurance policies violated the Real Estate Settlement Procedures Act and similar state laws. The action seeks a refund of the title insurance premiums paid by the plaintiffs and other damages. Pending the outcome of this lawsuit, the Company has taken a charge to fourth quarter 2004 earnings of $3.3 million. The Company does not believe that the ultimate resolution of this action will have a material adverse affect on its financial condition or results of operations.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. The Company believes it has strong grounds to overturn this judgment and is conducting a vigorous appeal. Pending the outcome of this appeal, the Company has taken a charge to fourth quarter 2004 earnings of $10.0 million.

During the first quarter of 2005, a subsidiary of the Company executed a Consent Order with the Colorado State Division of Insurance (the “Division”) wherein the Division asserted that the Company’s subsidiary participated in an industry-wide practice of offering captive reinsurance arrangements to residential homebuilders with captive reinsurance companies. In settling the matter, the Company’s subsidiary agreed, without admission of liability or wrongdoing, to cease participating in captive reinsurance arrangements of this nature. The Company’s subsidiary had similar reinsurance arrangements in other states and determined that the entire amount of premiums paid pursuant to its captive reinsurance arrangements nationwide was $24.0 million in total since inception. Although not required by the Consent Order and despite the Company’s subsidiary’s belief that it had legal support for its reinsurance practices, the Company’s subsidiary terminated all its captive reinsurance arrangements with those parties, and unilaterally and voluntarily determined to promptly pay to the effected policy holders the allocated portion of the reinsurance premium paid to the captive reinsurance participants in all states. At December 31, 2004, the Company recorded a charge of $24.0 million for the estimated exposure associated with this decision.

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

NOTE 20.    Business Combinations:

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 141, “Business Combinations” (SFAS 141). This statement addresses financial accounting and reporting for business combinations and supersedes Accounting Principles Board Opinions No. 16, “Business Combinations.” SFAS 141 requires that all business combinations be accounted for under the purchase method of accounting. In applying the purchase method of accounting, the Company undertakes a comprehensive review of the acquired entity to ensure that all identifiable assets and liabilities are properly recorded at their fair value. In determining fair value, the Company utilizes a variety of valuation techniques, including discounted cash flow analysis and outside appraisals, to the extent necessary, given materiality and complexity. All excess purchase price is appropriately recorded as goodwill. The useful lives for all assets recorded in purchase accounting are based on market conditions, contractual terms and other appropriate factors.

During the year ended December 31, 2004, the Company completed 58 acquisitions. Individually, these acquisitions were not material. Of these acquisitions, 38 have been in the Company’s title insurance segment, 3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

in the Company’s mortgage information segment, 3 in the Company’s property information segment and 14 in the Company’s screening information segment The aggregate purchase price of the 44 acquisitions included in the Company’s title insurance, mortgage information and property information segments was $199.1 million in cash, $96.8 million in notes payable and 1.5 million shares of the Company’s common stock valued at $42.8 million. The operating results of these acquired companies were included in the Company’s consolidated financial statements from their respective acquisition dates. The 14 acquisitions included in the Company’s screening information segment were completed by the Company’s publically-traded subsidiary, First Advantage Corporation. The aggregate purchase price of these acquisitions was $58.5 million in cash, $59.0 million in notes payable and 1.4 million shares, valued at $23.2 million, of First Advantage’s Class A common stock. The purchase price of each acquisition was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis. As a result of these transactions, First Advantage recorded approximately $99.9 million of goodwill and $26.0 million of intangible assets with definite lives. As a result of the remaining 44 acquisitions, the Company recorded approximately $223.2 of goodwill and $35.6 million of intangible assets with definite lives. The Company is awaiting information necessary to finalize the purchase accounting adjustments for certain of these acquisitions and the final purchase price allocations could change the recorded intangible asset and goodwill amounts. In accounting for the First Advantage shares issued in these acquisitions, the Company, whose ownership interest was reduced to approximately 69 percent, recorded a pretax gain of $8.5 million.

Assuming all of the current year acquisitions had occurred on January 1, 2003, unaudited pro forma revenues, net income and net income per diluted share would have been $6.9 billion, $377.7 million and $4.10, respectively, for the year ended December 31, 2004; and $6.6 billion, $497.1 million and $5.64, respectively, for the year ended December 31, 2003. All pro forma results include interest expense on acquisition debt. The unaudited pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

On October 1, 2003, the Company acquired the real estate tax monitoring and flood zone certification businesses of Transamerica Finance Corporation for a combined net purchase price of $375 million. These businesses have been integrated with the Company’s existing real estate tax monitoring and flood zone certification businesses which are included in the Company’s mortgage information and services segment. The purchase price was allocated to the assets acquired and liabilities assumed based on their fair values at October 1, 2003. As a result of this acquisition, the Company recognized approximately $473.0 million of goodwill and $63.6 million of intangible assets with definite lives. The operating results of Transamerica’s tax monitoring and flood zone certification businesses are included in the Company’s consolidated financial statements commencing October 1, 2003.

On June 5, 2003, the Company formed First Advantage Corporation, which was created through the merger of First American Corporation’s screening information businesses with the operations of US SEARCH.com Inc. Under the terms of the agreement, the former stockholders of US SEARCH received 0.04 of a Class A common share of First Advantage for each share of US SEARCH owned prior to the merger. The former stockholders of US SEARCH hold approximately 20% of the total shares of First Advantage. The First American Corporation received Class B common stock, entitling 10 votes for each share, representing approximately 80% of the total shares of First Advantage. Approximately $3.0 million of intangible assets with definite lives and $54.9 million of goodwill was recorded by First Advantage as part of this transaction. The new public company trades Class A common stock as “FADV” on the NASDAQ National Market System.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 21.    Segment Financial Information:

In January 2004, the Company combined its Title Insurance and Services and Trust and Other Services into one segment to better reflect the interaction within these businesses. This presentation is consistent with the way the operations of these businesses are evaluated by the Company’s management. The prior year results have been reclassified to reflect the combination of these businesses. After the change, the Company has six reporting segments that fall within two primary business groups, Financial Services and Information Technology. The Financial Services Group includes Title Insurance and Services and Specialty Insurance. The Information Technology Group includes Mortgage Information, Property Information, Credit Information and Screening Information. The Company, through its subsidiaries, is engaged in the business of providing business information and related products and services. The title insurance and services segment issues residential and commercial title insurance policies, provides escrow services, equity loan services, tax-deferred exchanges, other related products and provides advisory and trust and thrift services. The specialty insurance segment issues property and casualty insurance policies and provides home warranties. The mortgage information segment provides tax monitoring, flood zone certification, default management services and other real estate related services. The property information segment provides property database services and appraisal services. The credit information segment provides mortgage credit and specialized credit reporting services. The screening information segment provides resident screening, pre-employment screening, substance abuse management and testing, consumer direct location services, risk management and other services.

The Company provides its title services through both direct operations and agents throughout the United States. It also offers title services in Australia, the Bahamas, Canada, Guam, Hong Kong, Ireland, Mexico, New Zealand, Puerto Rico, South Korea, the United Kingdom, the U.S. Virgin Islands and other territories and countries. The international operations account for less than 1% of the Company’s income before income taxes and minority interests. Home warranty services are provided in 45 states throughout the United States. Property and casualty insurance is offered nationwide. The products offered by the four segments included in the Information Technology group are provided nationwide.

Corporate consists primarily of investment gains and losses, personnel and other operating expenses associated with the Company’s corporate facilities, certain technology initiatives and unallocated interest expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Selected financial information about the Company’s operations by segment for each of the past three years is as follows:

	Revenues			Depreciation and amortization		Income (loss) before income taxes and minority interests			Assets		Investment in affiliates		Capital expenditures
	(in thousands)
2004
Title Insurance and Services	$	4,875,524		$	43,821	$	398,777		$	3,360,417	$	130,192	$	121,863
Specialty insurance		234,708			2,153		41,419			393,130		—		1,857
Mortgage Information		660,780			26,613		174,868			1,024,896		1,989		22,223
Property Information		427,234			24,987		126,460			741,190		39,154		20,541
Credit Information		252,087			9,792		54,613			185,221		63,296		3,162
Screening Information		266,687			12,539		18,593			431,353		40		5,607
Corporate		5,306			9,073		(137,446	)		72,158		—		26,550
	$	6,722,326		$	128,978	$	677,284		$	6,208,365	$	234,671	$	201,803
2003
Title Insurance and Services	$	4,494,883		$	39,987	$	504,629		$	2,527,356	$	112,604	$	39,184
Specialty insurance		219,837			1,929		30,125			380,663		—		1,305
Mortgage Information		668,765			19,296		238,508			1,117,825		2,313		15,941
Property Information		390,151			22,847		105,339			539,882		9,337		19,798
Credit Information		267,074			11,838		64,291			189,389		54,528		4,949
Screening Information		166,536			10,166		4,505			284,007		—		4,740
Corporate		6,468			8,361		(108,675	)		100,780		—		13,046
	$	6,213,714		$	114,424	$	838,722		$	5,139,902	$	178,782	$	98,963
2002
Title Insurance and Services	$	3,479,413		$	43,183	$	285,268		$	1,937,464	$	70,497	$	45,313
Specialty insurance		153,205			1,965		24,465			282,199		—		1,829
Mortgage Information		485,206			10,161		146,849			433,471		—		12,130
Property Information		279,754			18,729		71,459			450,355		23,787		14,096
Credit Information		221,761			11,355		39,266			161,964		13,457		7,732
Screening Information		100,888			4,050		2,459			157,051		—		3,964
Corporate		(16,018	)		7,386		(119,859	)		147,780		—		9,608
	$	4,704,209		$	96,829	$	449,907		$	3,570,284	$	107,741	$	94,672

66

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

QUARTERLY FINANCIAL DATA

(Unaudited)

	Quarter Ended
	March 31		June 30		September 30		December 31
	(in thousands, except per share amounts)
Year Ended December 31, 2004
Revenues	$	1,473,771	$	1,724,053	$	1,721,485	$	1,803,017
Income before income taxes and minority interests	$	111,130	$	219,191	$	202,005	$	144,958
Net income	$	54,956	$	116,526	$	107,215	$	70,402
Net income per share:
Basic	$	0.69	$	1.32	$	1.21	$	0.78
Diluted	$	0.62	$	1.27	$	1.17	$	0.76
Year Ended December 31, 2003
Revenues	$	1,341,975	$	1,542,931	$	1,716,742	$	1,612,066
Income before income taxes and minority interests	$	163,493	$	239,753	$	260,759	$	174,717
Net income	$	87,580	$	127,476	$	141,847	$	94,119
Net income per share:
Basic	$	1.18	$	1.67	$	1.83	$	1.20
Diluted	$	1.05	$	1.47	$	1.62	$	1.07
Year Ended December 31, 2002
Revenues	$	1,042,202	$	1,091,530	$	1,196,086	$	1,374,391
Income before income taxes and minority interests	$	88,559	$	80,054	$	129,022	$	152,272
Net income	$	44,075	$	40,121	$	67,359	$	82,812
Net income per share:
Basic	$	0.63	$	0.56	$	0.94	$	1.13
Diluted	$	0.57	$	0.51	$	0.84	$	1.01

67

SCHEDULE I

1 OF 1

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN RELATED PARTIES

(in thousands)

December 31, 2004

Column A	Column B		Column C		Column D
Type of investment	Cost		Market value		Amount at which shown in the balance sheet
Deposits with savings and loan associations and banks:
Registrant—None
Consolidated	$	94,445	$	94,445	$	94,445
Debt securities:
U.S. Treasury securities
Registrant—None
Consolidated	$	112,197	$	113,396	$	113,396
Corporate securities
Registrant—None
Consolidated	$	160,174	$	165,465	$	165,465
Obligations of states and political subdivisions
Registrant—None
Consolidated	$	93,740	$	96,438	$	96,438
Mortgage-backed securities
Registrant—None
Consolidated	$	330,492	$	330,375	$	330,375
Total debt securities:
Registrant—None
Consolidated	$	696,603	$	705,674	$	705,674
Equity securities:
Registrant—None
Consolidated	$	49,897	$	46,190	$	46,190
Other long-term investments:
Registrant	$	4,505	$	4,505	$	4,505
Consolidated	$	305,571	$	305,571	$	305,571
Total investments:
Registrant	$	4,505	$	4,505	$	4,505
Consolidated	$	1,146,516	$	1,151,880	$	1,151,880

68

SCHEDULE III

1 OF 2

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in thousands)

BALANCE SHEET CAPTIONS

Column A	Column B		Column C		Column D
Segment	Deferred policy acquisition costs		Claims reserves		Deferred revenues
2004
Title Insurance and Services		—	$	450,309	$	1,896
Specialty Insurance	$	21,259		40,524		139,680
Mortgage Information		—		30,620		568,517
Property Information		—		5,063		13,638
Credit Information		—		—		3,510
Screening Information		—		—		2,296
Corporate		—		—		—
Total	$	21,259	$	526,516	$	729,537
2003
Title Insurance and Services		—	$	367,995	$	6,558
Specialty Insurance	$	19,888		32,285		98,718
Mortgage Information		—		31,620		596,274
Property Information		—		3,952		12,727
Credit Information		—		—		3,725
Screening Information		—		—		1,501
Corporate		—		—		—
Total	$	19,888	$	435,852	$	719,503

69

SCHEDULE III

2 OF 2

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in thousands)

INCOME STATEMENT CAPTIONS

Column A	Column F		Column G			Column H			Column I		Column J		Column K
Segment	Operating revenues		Net investment income			Loss provision			Amortization of deferred policy acquisition costs		Other operating expenses		Net premiums written
2004
Title Insurance and Services	$	4,786,036	$	89,491		$	198,295				$	840,790
Specialty Insurance		220,340		14,368			122,649		$	1,371		15,275	$	127,513
Mortgage Information		653,562		7,218			27,314					184,603
Property Information		401,716		25,517			1,435					127,357
Credit Information		242,812		9,274			(75	)				126,628
Screening Information		266,280		406			—					151,638
Corporate		—		5,306			—					41,275
Total	$	6,570,746	$	151,580		$	349,618		$	1,371	$	1,487,566	$	127,513
2003
Title Insurance and Services	$	4,402,984	$	91,899		$	179,843				$	728,944
Specialty Insurance		207,287		12,550			119,546		$	2,885		20,431	$	139,012
Mortgage Information		642,684		26,081			24,229					177,234
Property Information		366,271		23,880			786					131,896
Credit Information		246,987		20,087			—					129,367
Screening Information		166,430		106			—					97,034
Corporate		—		6,468			—					32,084
Total	$	6,032,643	$	181,071		$	324,404		$	2,885	$	1,316,990	$	139,012
2002
Title Insurance and Services	$	3,393,592	$	85,820		$	135,752				$	597,262
Specialty Insurance		143,307		9,898			77,049		$	11,313		283	$	69,412
Mortgage Information		479,288		5,919			11,975					159,211
Property Information		259,315		20,440			150					86,039
Credit Information		215,337		6,424			(348	)				107,781
Screening Information		100,702		186			11					61,037
Corporate		—		(16,019	)		—					26,199
Total	$	4,591,541	$	112,668		$	224,589		$	11,313	$	1,037,812	$	69,412

70

SCHEDULE IV

1 OF 1

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

REINSURANCE

(in thousands, except percentages)

Segment	Insurance operating revenues before reinsurance	Ceded to other companies	Assumed from other companies	Insurance operating revenues	Percentage of amount assumed to operating revenues
Title Insurance
2004	4,795,776	18,033	8,293	4,786,036	0.2	%
2003	4,406,746	9,223	5,461	4,402,984	0.1	%
2002	3,395,743	5,357	3,206	3,393,592	0.1	%
Specialty Insurance
2004	135,238	59,143	—	76,095	0.0	%
2003	141,456	50,572	—	90,884	0.0	%
2002	49,497	8,648	171	41,020	0.4	%

71

SCHEDULE V

1 OF 3

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Year Ended December 31, 2004

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Registrant—None
Consolidated	$	55,112	$	18,289				$	10,671	(A)	$	62,730
Reserve for title losses and other claims:
Registrant—None
Consolidated	$	435,852	$	349,618	$	10,146	(B)	$	269,100	(C)	$	526,516
Reserve deducted from loans receivable:
Registrant—None
Consolidated	$	1,290	$	60							$	1,350
Reserve deducted from assets acquired in connection with claim settlements:
Registrant—None
Consolidated	$	1,202	$	119				$	68	(D)	$	1,253
Reserve deducted from other assets:
Registrant—None
Consolidated	$	3,570	$	0				$	102	(E)	$	3,468
Reserve deducted from deferred income taxes:
Registrant—None
Consolidated	$	43,429						$	897	(F)	$	42,532

Note A—Amount represents accounts written off, net of recoveries.

Note B—Amount represents net $10,146 in purchase accounting adjustments

Note C—Amount represents claim payments, net of recoveries

Note D—Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset.

Note E—Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset.

Note F—Amount represents elimination of reserve in connection with the realizability of its deferred tax assets.

72

SCHEDULE V

2 OF 3

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Year Ended December 31, 2003

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Registrant—None
Consolidated	$	50,782	$	25,723				$	21,393	(A)	$	55,112
Reserve for title losses and other claims:
Registrant—None
Consolidated	$	360,305	$	324,404	$	20,629	(B)	$	269,486	(C)	$	435,852
Reserve deducted from loans receivable:
Registrant—None
Consolidated	$	1,170	$	120							$	1,290
Reserve deducted from assets acquired in connection with claim settlements:
Registrant—None
Consolidated	$	1,066	$	155				$	19	(D)	$	1,202
Reserve deducted from other assets:
Registrant—None
Consolidated	$	2,489	$	1,081							$	3,570
Reserve deducted from deferred income taxes:
Registrant—None
Consolidated	$	10,526			$	32,903	(E)				$	43,429

Note A—Amount represents accounts written off, net of recoveries.

Note B—Amount represents net $20,629 in purchase accounting adjustments

Note C—Amount represents claim payments, net of recoveries

Note D—Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset.

Note E—Amount represents allowance against recognition of future tax benefits related to net operating loss carryforwards.

73

SCHEDULE V

3 OF 3

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS (in thousands)

Year Ended December 31, 2002

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Registrant—None
Consolidated	$	39,107	$	22,061				$	10,386	(A)	$	50,782
Reserve for title losses and other claims:
Registrant—None
Consolidated	$	314,777	$	224,589	$	1,865	(B)	$	180,926	(C)	$	360,305
Reserve deducted from loans receivable:
Registrant—None
Consolidated	$	1,050	$	123				$	3	(A)	$	1,170
Reserve deducted from assets acquired in connection with claim settlements:
Registrant—None
Consolidated	$	1,101			$	137		$	172	(D)	$	1,066
Reserve deducted from other assets:
Registrant—None
Consolidated	$	3,418	$	200				$	1,129	(D)	$	2,489
Reserve deducted from deferred income taxes:
Registrant—None
Consolidated					$	10,526	(E)				$	10,526

Note A—Amount represents accounts written off, net of recoveries.

Note B—Amount represents net $1,865 in purchase accounting adjustments

Note C—Amount represents claim payments, net of recoveries.

Note D—Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset.

Note E—Amount represents allowance against recognition of future tax benefits related to net operating loss carryforwards.

74

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.    Controls and Procedures

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

There was no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of The First American Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment under the framework in Internal Control—Integrated Framework, management determined that, as of December 31, 2004, the Company’s internal control over financial reporting was effective.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Attestation Report of the Registered Public Accounting Firm

See the Report of Independent Registered Public Accounting Firm on page 33 in Item 8, above.

75

Item 9B.    Other Information

None

PART III

The information required by Items 10 through 14 of this report is set forth in the sections entitled “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Executive Compensation,” “Stock Option Grants and Exercises,” “Pension Plan,” “Supplemental Benefit Plan,” “Deferred Compensation Plan,” “Change of Control Arrangements,” “Directors’ Compensation,” “Codes of Ethics,” “Compensation Committee Interlocks and Insider Participation,” “Report of the Compensation Committee on Executive Compensation,” “Comparative Cumulative Total Return to Shareholders,” “Report of the Audit Committee,” “Who are the largest principal shareholders outside of management?,” “Security Ownership of Management,” “Principal Accountant Fees and Services” and “Transactions with Management and Others” in the Company’s definitive proxy statement, which sections are incorporated in this report and made a part hereof by reference. The definitive proxy statement will be filed no later than 120 days after the close of Registrant’s fiscal year.

76

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) 1. & 2.	Financial Statements and Financial Statement Schedules
	The Financial Statements and Financial Statement Schedules filed as part of this report are listed in the accompanying index at page 32 in Item 8 of Part II of this report.
3.	Exhibits. See Exhibit Index. (Each management contract or compensatory plan or arrangement in which any director or named executive officer of The First American Corporation, as defined by Item 402(a)(3) of Regulation S-K (17 C.F.R. §229.402(a)(3)), participates that is included among the exhibits listed on the Exhibit Index is identified on the Exhibit Index by an asterisk (*).)

77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE FIRST AMERICAN CORPORATION
(Registrant)
By	/s/    PARKER S. KENNEDY
	Parker S. Kennedy Chairman and Chief Executive Officer (Principal Executive Officer)
	Date: March 16, 2005
By	/s/    THOMAS A. KLEMENS
	Thomas A. Klemens Senior Executive Vice President, Chief Financial Officer (Principal Financial Officer)
	Date: March 16, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    D. P. KENNEDY         D. P. Kennedy	Chairman Emeritus and Director	March 16, 2005
/s/    PARKER S. KENNEDY         Parker S. Kennedy	Chairman, CEO and Director	March 16, 2005
/s/    THOMAS A. KLEMENS         Thomas A. Klemens	Senior Executive Vice President, Chief Financial Officer	March 16, 2005
/s/    MAX O. VALDES         Max O. Valdes	Vice President (Principal Accounting Officer)	March 16, 2005
/s/    GARY J. BEBAN         Gary J. Beban	Director	March 16, 2005
/s/    J. DAVID CHATHAM         J. David Chatham	Director	March 16, 2005
/s/    WILLIAM G. DAVIS         William G. Davis	Director	March 16, 2005
/s/    JAMES L. DOTI         James L. Doti	Director	March 16, 2005

78

Signature	Title	Date
/s/    LEWIS W. DOUGLAS, JR.         Lewis W. Douglas, Jr.	Director	March 16, 2005
/s/    PAUL B. FAY, JR.         Paul B. Fay, Jr.	Director	March 16, 2005
/s/    FRANK O’BRYAN         Frank O’Bryan	Director	March 16, 2005
/s/    ROSLYN B. PAYNE         Roslyn B. Payne	Director	March 16, 2005
/s/    D. VAN SKILLING         D. Van Skilling	Director	March 16, 2005
/s/    HERBERT B. TASKER         Herbert B. Tasker	Director	March 16, 2005
/s/    VIRGINIA UEBERROTH         Virginia Ueberroth	Director	March 16, 2005

79

Exhibit No.	Description	Sequentially Numbered Page
(3)(a)	Restated Articles of Incorporation of The First American Financial Corporation dated July 14, 1998, incorporated by reference herein from Exhibit 3.1 of Amendment No. 1, dated July 28, 1998, to the Company’s Registration Statement No. 333-53681 on Form S-4.
(3)(b)	Certificate of Amendment of Restated Articles of Incorporation of The First American Financial Corporation dated April 23, 1999, incorporated by reference herein from Exhibit (3) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
(3)(c)	Certificate of Amendment of Restated Articles of Incorporation of The First American Financial Corporation dated May 11, 2000, incorporated by reference herein from Exhibit 3.1 of Report on Form 8-K dated June 12, 2000.
(3)(d)	Bylaws of The First American Corporation, as amended, incorporated by reference herein from Exhibit (3) of Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
(4)(a)	Rights Agreement, dated as of October 23, 1997, incorporated by reference herein from Exhibit 4 of Registration Statement on Form 8-A dated November 7, 1997.
(4)(b)	Junior Subordinated Indenture, dated as of April 22, 1997, incorporated by reference herein from Exhibit (4.2) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
(4)(c)	Form of New 8.50% Junior Subordinated Deferrable Interest Debenture, incorporated by reference herein from Exhibit 4.2 of Registration Statement No. 333-35945 on Form S-4 dated September 18, 1997.
(4)(d)	Certificate of Trust of First American Capital Trust I, incorporated by reference herein from Exhibit 4.3 of Registration Statement No. 333-35945 on Form S-4 dated September 18, 1997.
(4)(e)	Amended and Restated Declaration of Trust of First American Capital Trust I dated as of April 22, 1997, incorporated by reference herein from Exhibit (4.3) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
(4)(f)	Form of New 8.50% Capital Security (Liquidation Amount $1,000 per Capital Security), incorporated by reference herein from Exhibit 4.6 of Registration Statement No. 333-35945 on Form S-4 dated September 18, 1997.
(4)(g)	Form of New Guarantee Agreement, incorporated by reference herein from Exhibit 4.7 of Registration Statement No. 333-35945 on Form S-4 dated September 18, 1997.
(4)(h)	Senior Indenture, dated as of April 7, 1998, between The First American Financial Corporation and Wilmington Trust Company as Trustee, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(4)(i)	Form of Underwriting Agreement, incorporated by reference herein from Exhibit 1.1 of Pre-effective Amendment No. 2 to Registration Statement No 333-116855 on Form S-3 dated July 19, 2004.
(4)(j)	Form of First Supplemental Indenture, incorporated by reference herein from Exhibit 4.2 of Registration Statement 333-116855 on Form S-3 dated June 25, 2004.

80

Exhibit No.	Description	Sequentially Numbered Page
(4)(k)	Form of Senior Note, incorporated by reference herein from Exhibit 4.3 of Registration Statement 333-116855 on Form S-3 dated June 25, 2004.
*(10)(a)	Description of Stock Bonus Plan, as amended, incorporated by reference herein from Exhibit (10)(a) of Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
*(10)(b)	Executive Supplemental Benefit Plan dated April 10, 1986, and Amendment No. 1 thereto dated October 1, 1986, incorporated by reference herein from Exhibit (10)(b) of Annual Report on Form 10-K for the fiscal year ended December 31, 1988.
*(10)(c)	Amendment No. 2, dated March 22, 1990, to Executive Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(c) of Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
*(10)(d)	Amendment No. 3, dated July 7, 1998, to Executive Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(d) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(e)	Amendment No. 4, dated March 22, 2000, to Executive Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(c) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
*(10)(f)	Amendment No. 5, dated July 19, 2000, to Executive Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(e) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(g)	Management Supplemental Benefit Plan dated July 20, 1988, incorporated by reference herein from Exhibit (10) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.
*(10)(h)	Amendment No. 1, dated July 7, 1998, to Management Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(f) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(i)	Amendment No. 2, dated March 22, 2000, to Management Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(h) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
*(10)(j)	Amendment No. 3, dated July 19, 2000, to Management Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(f) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(k)	Pension Restoration Plan (effective as of January 1, 1994), incorporated by reference herein from Exhibit (10)(c) of Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
*(10)(l)	Amendment No. 1, dated July 19, 2000, to Pension Restoration Plan, incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(m)	Amendment No. 2, dated August 1, 2001, to Pension Restoration Plan, incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
*(10)(n)	1996 Stock Option Plan, incorporated by reference herein from Exhibit 4 of Registration Statement No. 333-19065 on Form S-8 dated December 30, 1996.

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Exhibit No.	Description	Sequentially Numbered Page
*(10)(o)	Amendment No. 1, dated February 26, 1998, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(i) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(p)	Amendment No. 2, dated June 22, 1998, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(j) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(q)	Amendment No. 3, dated July 7, 1998, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(k) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(r)	Amendment No. 4, dated April 22, 1999, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
*(10)(s)	Amendment No. 5, dated February 29, 2000, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(o) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(t)	Amendment No. 6, dated July 19, 2000, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(u)	Amendment No. 7, dated June 4, 2002, to 1996 Stock Option Plan, incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for quarter ended June 30, 2002.
*(10)(v)	Change in Control Agreement (Executive Form) dated November 12, 1999, incorporated by reference herein from Exhibit (10)(p) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
*(10)(w)	Change in Control Agreement (Management Form) dated November 12, 1999, incorporated by reference herein from Exhibit (10)(q) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
*(10)(x)	1997 Directors’ Stock Plan, incorporated by reference herein from Exhibit 4.1 of Registration Statement No. 333-41993 on Form S-8 dated December 11, 1997.
*(10)(y)	Amendment No. 1 to 1997 Directors’ Stock Plan, dated February 26, 1998, incorporated by reference herein from Exhibit (10)(m) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(z)	Amendment No. 2 to 1997 Directors’ Stock Plan, dated July 7, 1998, incorporated by reference herein from Exhibit (10)(n) of Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
*(10)(aa)	Amendment No. 3, dated July 19, 2000, to 1997 Directors’ Stock Plan, incorporated by reference herein from Exhibit (10)(c) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(bb)	The First American Financial Corporation Deferred Compensation Plan dated March 10, 2000, incorporated by reference herein from Exhibit (10)(v) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

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Exhibit No.	Description	Sequentially Numbered Page
*(10)(cc)	Amendment No. 1, dated July 19, 2000, to Deferred Compensation Plan, incorporated by reference herein from Exhibit (10)(d) of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
*(10)(dd)	Amendment No. 2, dated February 1, 2003, to Deferred Compensation Plan, incorporated by reference herein from Exhibit (10) of Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
*(10)(ee)	The First American Financial Corporation Deferred Compensation Plan Trust Agreement dated March 10, 2000, incorporated by reference herein from Exhibit (10)(w) of Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
(10)(ff)	Contribution and Joint Venture Agreement By and Among The First American Financial Corporation and Experian Information Solutions, Inc., et al., dated November 30, 1997, incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(gg)	Amendment No. 1, dated June 30, 2003, to Contribution and Joint Venture Agreement By and Among The First American Financial Corporation and Experian Information Solutions, Inc., et al, dated November 30, 1997 incorporated by reference herein from Exhibit (10)(a) of Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
(10)(hh)	Amendment No. 2, dated September 23, 2003, to Contribution and Joint Venture Agreement By and Among The First American Financial Corporation and Experian Information Solutions, Inc., et al., dated November 30, 1997 incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
(10)(ii)	Operating Agreement for First American Real Estate Solutions LLC, a California Limited Liability Company, By and Among First American Real Estate Information Services, Inc., and Experian Information Solutions, Inc., et al., dated November 30, 1997, incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(jj)	Data License Agreement dated November 30, 1997, incorporated by reference herein from Exhibit (10)(d) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(kk)	Reseller Services Agreement dated as of November 30, 1997, incorporated by reference herein from Exhibit (10)(g) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(ll)	Amendment to Reseller Services Agreement For Resales to Consumers, dated as of November 30, 1997, incorporated by reference herein from Exhibit (10)(h) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(mm)	Trademark License Agreement, dated as of November 30, 1997, incorporated by reference herein from Exhibit (10)(i) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(10)(nn)	Credit Agreement dated as of October 12, 2001, incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

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Exhibit No.	Description	Sequentially Numbered Page
(10)(oo)	Amendment No. 1, dated as of July 7, 2003, to Credit Agreement, incorporated by reference herein from Exhibit (10)(oo) of Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
(10)(pp)	Amendment No. 2, dated as of October 22, 2003, to Credit Agreement, incorporated by reference herein from Exhibit (10)(pp) of Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
(10)(qq)	Amendment No. 3, dated as of November 26, 2003, to Credit Agreement, incorporated by reference herein from Exhibit (10)(qq) of Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
(10)(rr)	Credit Agreement, dated as of August 4, 2004 between The First American Corporation, JP Morgan Chase Bank, as Administrative Agent, and certain other Lenders party thereto, incorporated by reference herein from Exhibit (10) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.
(10)(ss)	Master Lease Financing Agreement, dated as of December 29, 2004, between General Electric Capital Corporation, for Itself and as Agent for Certain Participants, and First American Title Insurance Company, together with Equipment Schedule No. 1 and Equipment Schedule No. 2.
(21)	Subsidiaries of the registrant.
(23)	Consent of Independent Registered Public Accounting Firm.
(31)(a)	Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Act of 1934.
(31)(b)	Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
(32)(a)	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
(32)(b)	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

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EX-10.(SS)

Exhibit 10(ss)

MASTER LEASE FINANCING AGREEMENT

Dated as of

December 29, 2004

Between

GENERAL ELECTRIC CAPITAL CORPORATION,

FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS,

Lessor

and

FIRST AMERICAN TITLE INSURANCE COMPANY,

Lessee

MASTER LEASE FINANCING AGREEMENT

TABLE OF CONTENTS

		Page
1.	LEASING	1
2.	TERM, RENT AND PAYMENT	2
3.	TAXES	3
4.	DELIVERY, USE AND OPERATION	4
5.	MAINTENANCE	5
6.	INSURANCE	5
7.	LOSS OR DAMAGE	6
8.	REPORTS	6
9.	END OF LEASE OPTIONS	7
	(a) Purchase.	7
	(b) Return.	8
	(c) Extension.	9
	(d) Renewal	9
	(e) Notice of Election	9
10.	DEFAULT; REMEDIES	9
11.	ASSIGNMENT	11
12.	INDEMNIFICATION	13
13.	OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST; USURY SAVINGS	15
14.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE	16
15.	CHOICE OF LAW; JURISDICTION	17
16.	[INTENTIONALLY OMITTED]	18
17.	CHATTEL PAPER	18
18.	MISCELLANEOUS	18
19.	DEFINITIONS	22

EXHIBIT NO. 1 – EQUIPMENT SCHEDULE

ANNEX A – DESCRIPTION OF EQUIPMENT

ANNEX B – BILL OF SALE

ANNEX C – CERTIFICATE OF ACCEPTANCE

ANNEX D – RETURN PROVISIONS

ANNEX E – FINANCIAL TERMS

ANNEX F – ESTOPPEL/WAIVER AGREEMENT

EXHIBIT NO. 2 – EQUIPMENT SUBLEASE AGREEMENT

EXHIBIT NO. 3 – CORPORATE GUARANTY

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MASTER LEASE FINANCING AGREEMENT

THIS MASTER LEASE FINANCING AGREEMENT (“Agreement”) is made as of the 29^th day of December, 2004, between GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS, with an office at 401 Merritt Seven, Suite 23, Norwalk, Connecticut 06851-1177 (hereinafter called, together with its successors and assigns, if any, “Lessor”), and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation with its mailing address and chief place of business at 1 First American Way, Santa Ana, California 92707 (hereinafter called “Lessee”).

WITNESSETH:

1. LEASING:

(a) This Agreement shall be effective from and after the date of execution hereof. Subject to the terms and conditions set forth below, Lessor agrees to purchase from and lease to Lessee, and Lessee agrees to sell to and lease from Lessor, the Equipment described in Annex A to any schedule delivered pursuant hereto in substantially the form attached hereto as Exhibit No. 1 (“Schedule”). Terms defined or specified in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule. Certain definitions are provided in Section 19 hereof.

(b) Subject to the terms and conditions hereof, Lessor agrees to purchase the Equipment from Lessee and to lease the same to Lessee under a Schedule. Lessor’s obligation to purchase and lease any Equipment shall be subject to consummation of the sale of certain participation interests by Lessor to the Participants with respect to this transaction, and receipt by Lessor, on or prior to the earlier of the Basic Term Commencement Date or Last Delivery Date specified in the Schedule with respect to such Equipment, of each of the following documents in form and substance satisfactory to Lessor: (i) the Schedule relating to the Equipment then to be leased hereunder (which Equipment shall be acceptable to Lessor), (ii) an executed Bill of Sale from Lessee with respect to the Equipment then to be leased hereunder, in the form of Annex B to the applicable Schedule (“Bill of Sale”), in favor of Lessor, (iii) Uniform Commercial Code financing statements duly authorized by Lessee, describing the Equipment then to be leased hereunder and any Additional Collateral, as reasonably may be required by Lessor, together with Uniform Commercial Code lien search reports with respect to Lessee confirming that such Equipment and Additional Collateral is not then subject to a security interest perfected by the filing of Uniform Commercial Code financing statement against Lessee, or Uniform Commercial Code statements of termination or partial release, as applicable, with respect to any such security interests then having been filed with respect to such Equipment and Additional Collateral, (iv) evidence of insurance which complies with the requirements of Section 6 hereof, (v) an appraisal in form and substance, and by an appraiser, satisfactory to Lessor, with respect to the Equipment then to be leased hereunder, (provided, however, that such appraisal shall not be required with respect to any item of the Equipment which was acquired new and unused by Lessee within ninety (90) days of the Basic Term Commencement Date with respect to such Equipment; the “New Equipment”), (vi) copies of the invoices from the vendor (if applicable) with respect to the New Equipment, and evidence of payment of such invoices, (vii) a Corporate Guaranty in substantially the form attached hereto as Exhibit No. 3 (“Guaranty”), duly executed by The First American Corporation (“Guarantor”), and (viii) such opinions, certificates and other documents as Lessor may reasonably request. Simultaneously with the execution of the Bill of Sale, Lessee shall also execute a Certificate of Acceptance, in the form of Annex C to the applicable Schedule, covering all of the Equipment described in the Bill of Sale. Upon execution by Lessee of any Certificate of Acceptance, the Equipment described thereon shall be deemed to have been delivered to, and irrevocably accepted by, Lessee for lease hereunder.

(c) The amount to be paid by Lessor with respect to any item of the Equipment shall be not more than the appraised value of such item of the Equipment; provided, however that the amount to be paid by Lessor with respect to any item of the New Equipment shall be the invoice price of such item of the Equipment.

(d) LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ANY OTHER AFFECTED PARTY, OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES. NONE OF LESSOR OR ANY OTHER AFFECTED PARTY MAKES, HAS MADE, OR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor or any other Affected Party and Lessee, are to be borne by Lessee. Without limiting the foregoing, none of Lessor or any other Affected Party shall have any responsibility or liability to Lessee or any other Person with respect to any of the following (i) any liability, loss or damage caused or alleged to be caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other circumstance in connection therewith; (ii) the use, operation or performance of any Equipment or any risks relating thereto; (iii) any interruption of service, loss of business or anticipated profits or consequential damages resulting from the Equipment; or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of any Equipment. If, and so long as, no Default exists under this Agreement, Lessee shall be, and hereby is, authorized during the Term to assert and enforce, at Lessee’s sole cost and expense, from time to time, in the name of and for the account of Lessor and/or Lessee, as their interests may appear, whatever claims and rights Lessor may have against any supplier of the Equipment.

(e) Each Schedule shall pertain to Equipment having an aggregate Capitalized Lessor’s Cost of not less than $54,000,000. There shall be not more than two (2) Schedules in the aggregate. Lessee shall deliver to Lessor all of the documents and instruments required pursuant to Section 1(b) hereof not less than two (2) Business Days prior to the requested funding of a Schedule. Lessor’s obligation to purchase and lease the Equipment shall be subject to there then being no Default or event which, with the giving of notice or the lapse of time, or both, would become a Default hereunder. All fundings of Equipment hereunder shall be completed on or before December 31, 2004.

2. TERM, RENT AND PAYMENT:

(a) The rent payable hereunder (the “Rent”) and Lessee’s right to use any Equipment shall commence on the date of execution by Lessee of the Certificate of Acceptance for such Equipment (the “Basic Term Commencement Date”). The term of this Agreement (the “Term”) as to any Equipment shall be the period specified in the applicable Schedule for such Equipment; provided that the term of all Schedules shall end on the same date. If any Term is extended or renewed, the word “Term” shall be deemed to refer to all extended or renewed terms, and all provisions of this Agreement shall apply during any extended or renewed terms, except as otherwise may be specifically provided in writing. The maximum Term, including all renewals and any extension, shall not exceed five (5) years.

(b) Rent shall be paid to Lessor by wire transfer of immediately available funds at or before 1:00 p.m. New York City time, to: Deutsche Bank, New York, New York, ABA No. 021-001-033, Account No. 50-202-962, Reference: FATICO; or to such other account as Lessor may direct in writing; and shall be effective upon receipt. Payments of Rent shall be paid quarterly in arrears in the amount set forth in, and due in accordance with, the provisions of the applicable Schedule. In no event shall any Rent payments be refunded to Lessee. If Rent is not paid within three (3) Business Days of its due date, Lessee agrees to pay a late charge of Five Cents ($0.05) per dollar on, and in addition to, the amount of such Rent but not exceeding the Maximum Lawful Rate, if any.

(c) THIS AGREEMENT IS A NET LEASE. LESSEE’S OBLIGATION TO PAY RENT AND OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL. LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT OR REDUCTIONS OF, OR SET-OFFS AGAINST, SAID RENT OR OTHER AMOUNTS, INCLUDING, WITHOUT LIMITATION, THOSE ARISING OR ALLEGEDLY ARISING OUT OF CLAIMS (PRESENT OR FUTURE, ALLEGED OR ACTUAL, AND

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INCLUDING CLAIMS ARISING OUT OF STRICT LIABILITY IN TORT OR NEGLIGENCE OF LESSOR OR ANY OTHER AFFECTED PARTY) OF LESSEE AGAINST LESSOR OR ANY OTHER AFFECTED PARTY UNDER THIS AGREEMENT OR OTHERWISE. THIS AGREEMENT SHALL NOT TERMINATE AND THE OBLIGATIONS OF LESSEE SHALL NOT BE AFFECTED BY REASON OF ANY DEFECT IN OR DAMAGE TO, OR LOSS OF POSSESSION, USE OR DESTRUCTION OF, ANY EQUIPMENT FROM WHATSOEVER CAUSE. IT IS THE INTENTION OF THE PARTIES THAT RENTS AND OTHER AMOUNTS DUE HEREUNDER SHALL CONTINUE TO BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES SET FORTH HEREIN UNLESS THE OBLIGATION TO DO SO SHALL HAVE BEEN TERMINATED PURSUANT TO THE EXPRESS TERMS HEREOF.

3. TAXES:

(a) Lessee shall have no liability for taxes imposed by the United States of America or any State or political subdivision thereof or of any other taxing authority which are on or measured by the net income of Lessor (except with respect to any indemnification or reimbursement obligation of Lessee hereunder which is expressly stated to be on an after-tax basis). Lessee shall report (to the extent that it is legally permissible) and pay promptly, and Lessee shall indemnify and hold harmless Lessor and each other Affected Party from and against, all other taxes, fees and assessments due, imposed, assessed or levied against any Equipment (or the purchase, ownership, delivery, leasing, possession, use or operation thereof), any Additional Collateral, this Agreement (or any rentals or receipts hereunder), any Schedule, Lessor, any other Affected Party or Lessee by any foreign, Federal, state or local government or taxing authority during or related to the term of this Agreement (or prior to the date of this Agreement in the case of Taxes imposed, assessed or levied against the Equipment or Additional Collateral or the leasing, possession or use thereof), including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (all hereinafter called “Taxes”). Lessee shall (i) reimburse Lessor and each other Affected Party (on an after-tax basis) upon receipt of written request for reimbursement for any Taxes charged to or assessed against Lessor or such other Affected Party, (ii) on request of Lessor or such other Affected Party, submit written evidence of Lessee’s payment of Taxes, (iii) on all reports or returns show the ownership of the Equipment by Lessee, and (iv) send a copy thereof to Lessor. (b) Lessee may elect, by written notice delivered to Lessor, to contest the assessment, amount or obligation to pay any Taxes; provided, however, such contest pursuant to this Section 3(b) shall be permitted only so long as and provided that: (i) no Default has occurred and is continuing, (ii) such written notice is delivered by Lessee to Lessor not less than five (5) Business Days prior to the date such Taxes are due and payable without penalty or interest, (iii) such contest is conducted by Lessee in good faith and in a diligent manner, by appropriate and legally constituted judicial and administrative proceedings, at the sole cost and expense of Lessee, (iv) the collection and enforcement of such Taxes is suspended during the pendency of such proceedings, or Lessee shall have posted a bond or provided security satisfactory to the relevant taxing authority that results in the suspension of the collection and enforcement of such Taxes, (v) such contest does not involve, in the reasonable opinion of Lessor or its legal counsel, any risk of imposition of civil or criminal liability, or a risk of sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, any Equipment or Additional Collateral, title thereto, or any interest therein, or any interest in or under this Agreement; and (vi) such contest shall not diminish, impair or otherwise affect the obligations of Lessee under this Agreement or any other Document. All costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lessor in connection with any such contest shall be paid by Lessee within five (5) Business Days of Lessee’s receipt of written notice thereof from Lessor. Lessee shall provide to Lessor such information with respect to any such contest as Lessor shall reasonably request from time to time. Lessee hereby agrees promptly to pay, and shall indemnify Lessor from and against, any Taxes as are due and payable upon the termination of any such contest. (c) On and after the date of payment by Lessor of any Taxes, Lessor shall assign to Lessee, upon Lessor’s receipt of a written request from Lessee for such assignment, any and all of the Lessor’s rights to claim a refund with respect to the payment of such Taxes; provided, however, any such assignment shall be effectuated by a mutually satisfactory written agreement executed and delivered by Lessor and Lessee.

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4. DELIVERY, USE AND OPERATION:

(a) The parties acknowledge that this transaction is a sale/leaseback of the Equipment and such Equipment is in Lessee’s possession or in the possession of Lessee’s Affiliates as of the Basic Term Commencement Date.

(b) Lessee agrees that the Equipment will be used by Lessee and/or its Affiliates solely in the conduct of its business and in a manner complying with all Applicable Laws and any applicable insurance policies, and Lessee and/or its Affiliates shall not discontinue use of the Equipment.

(c) Lessee shall not directly or indirectly create, incur, assume or suffer to exist, any Lien on or with respect to the Equipment, any Additional Collateral or any part thereof, title thereto, or any interest of Lessor and each other Affected Party therein, or in this Agreement, except Permitted Liens. Lessee will promptly, at its own expense, take or cause to be taken such action as may be necessary to discharge any Lien which is not a Permitted Lien.

(d) Lessee shall, and shall cause its Affiliates to, permit any Person designated by Lessor, during normal business hours upon reasonable notice to visit, inspect and survey the Equipment and/or the Additional Collateral, its condition, use and operation, and the records maintained in connection therewith, and to discuss the affairs and finances of Lessee and/or Guarantor with the Controller, Treasurer or Chief Financial Officer of Lessee or Guarantor, as applicable. None of Lessor or any of its designees shall have any duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. Lessor’s failure to object to any condition or procedure observed or observable in the course of an inspection hereunder shall not be deemed to waive or modify any of the terms of this Agreement with respect to such condition or procedure.

(e) Lessee will keep the Equipment in the State and County designated as the Equipment Location (specified in the applicable Schedule) within the Continental United States. Upon written notice to Lessor, Lessee may move the Equipment to another County within such State, or to another State. In connection with any move of the Equipment to another State, or to another County within such State, Lessee shall obtain and provide to Lessor, within thirty (30) days after such relocation, an Estoppel/Waiver Agreement in the form of Annex F to the applicable Schedule with respect to such new location (if requested by Lessor) and such Uniform Commercial Code financing statements as may be required by Lessor.

(f) Except as expressly provided in this Section 4(f), Lessee may not substitute or replace any unit of Equipment with a substitute or replacement unit. Provided that no Default shall then have occurred and be continuing, at Lessee’s expense, upon thirty (30) days’ prior written notice to Lessor, Lessee may elect to replace a unit of Equipment (other than a unit of Equipment comprised of software) (a “Substituted Item”) with a replacement unit of equipment (a “Replacement Item”). Each Replacement Item shall be of the same type of equipment as the Substituted Item (that is, a computer shall be substituted for a computer); shall be free and clear of all liens and encumbrances (other than Permitted Liens); and shall have at least the value, utility and remaining useful life and be in as good an operating condition as the Substituted Item, assuming that the Substituted Item had been maintained in accordance with the provisions of this Agreement (as established to the reasonable satisfaction of Lessor), and Lessee shall provide to Lessor a certificate executed by the Chief Financial Officer of Lessee to that effect. Replacements pursuant hereto shall be limited to once per each consecutive six (6) month period for any number of Substituted Items and the aggregate Capitalized Lessor’s Cost of the Substituted Items shall not be less than $250,000.00 per replacement. Lessee shall execute and deliver to Lessor a Bill of Sale and an amended Annex A to the applicable Equipment Schedule with respect to each Replacement Item, together with such documents and instruments as reasonably may be required by Lessor in connection with such replacement, including (without limitation) Uniform Commercial Code financing statements to be filed at Lessee’s expense. Upon compliance by Lessee with the provisions hereof, Lessor will transfer to Lessee, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever (“AS IS BASIS”), all of Lessor’s interest in and to the Substituted Item. Lessor shall not be required to make and may specifically disclaim any representation

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or warranty as to the condition of the Substituted Item and any other matters (except that Lessor shall warrant that it conveyed whatever interest it received in such Substituted Item free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to such Substituted Item.

5. MAINTENANCE:

(a) Lessee will, and will cause its Affiliates to, at its sole expense, maintain each unit of Equipment and any Additional Collateral in good operating order, repair, condition and appearance in accordance with manufacturer’s recommendations (if applicable), normal wear and tear excepted. Lessee shall, if at any time reasonably requested by Lessor, affix in a prominent position on each unit of Equipment and any Additional Collateral plates, tags or other identifying labels showing the interest therein of Lessor.

(b) Lessee will not, and will not permit its Affiliates to, without the prior written consent of Lessor, affix or install any accessory, equipment or device on any Equipment or any Additional Collateral if such addition will impair the value, originally intended function or use of such Equipment or any Additional Collateral. All additions, repairs, parts, supplies, accessories, equipment, and devices furnished, attached or affixed to any Equipment or any Additional Collateral which are not readily removable shall be made only in compliance with Applicable Law, shall be free and clear of all Liens, encumbrances or rights of others, and shall become the property of Lessor. Lessee will not, and will not permit its Affiliates to, without the prior written consent of Lessor and subject to such conditions as Lessor may impose for its protection, affix or install any Equipment to or in any other personal or real property.

(c) Any alterations or modifications to the Equipment or any Additional Collateral that may, at any time during the Term of this Agreement, be required to comply with all Applicable Laws shall be made at the expense of Lessee.

6. INSURANCE:

Lessee agrees, at its own expense, to keep all Equipment and Additional Collateral insured for such amounts as specified in Paragraph C of the applicable Schedule and against such hazards as Lessor may reasonably require, including, but not limited to, insurance for damage to or loss of such Equipment or any Additional Collateral and liability coverage for personal injuries, death or property damage. All such policies shall be with companies, and on terms, reasonably satisfactory to Lessor. All insurance: (1) shall name Lessor as loss payee and as additional insured solely with respect to the Equipment (without responsibility for premiums); (2) shall provide that any cancellation or material change in coverage shall not be effective as to Lessor until thirty (30) days after receipt by Lessor of written notice from such insurer(s) of such cancellation or change; (3) shall insure Lessor’s interest regardless of any breach or violation by Lessee and/or its Affiliates of any warranties, declarations or conditions in such policies; (4) shall include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering each insured; provided, however, that such policies shall not operate to increase the insured’s limit of liability; (5) shall waive any right of set-off due to Lessee’s actions or inactions; (6) shall waive any right of subrogation against Lessor; and (7) such insurance shall be primary without right of contribution and shall not be subject to any offset by any other insurance carried by Lessor or Lessee. Lessee agrees to deliver to Lessor evidence of insurance satisfactory to Lessor. Such evidence of insurance shall expressly delineate the enumerated provisions set forth in this Section 6. No insurance shall be subject to any co-insurance clause. Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to make proof of loss and claim for insurance, and to make adjustments with insurers and to receive payment of and execute or endorse all documents, checks or drafts in connection with payments made as a result of such insurance policies. Any reasonable expense of Lessor in adjusting or collecting insurance shall be borne by Lessee. With respect to claims for damage to any unit of Equipment or any Additional Collateral where the amount of the claim (when aggregated with the amount of all other claims with respect to the Equipment or any Additional Collateral

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during the then current calendar year) does not exceed $250,000, Lessee may make adjustments with insurers and receive directly the proceeds of such claims. With respect to claims for damage to any unit of Equipment or any Additional Collateral where the amount of the claim (when aggregated with the amount of all other claims with respect to the Equipment or any Additional Collateral during the then current calendar year) exceeds $250,000, Lessor may make adjustments with insurers and receive directly the proceeds of such claims unless Lessor expressly consents in writing to the adjustment of such claim by Lessee. Subject to the second preceding sentence, Lessor may, at its option, apply proceeds of insurance, in whole or in part, to (x) repair or replace Equipment, Additional Collateral or any portion thereof, or (y) after the occurrence of a Default or event which, with the giving of notice, or the lapse of time, or both, would become a Default hereunder, satisfy any obligation of Lessee to Lessor hereunder. Lessee also agrees, at its own expense, to keep all of the Additional Collateral insured in accordance with Lessee’s customary practices.

7. LOSS OR DAMAGE:

(a) Lessee hereby assumes and shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of Equipment from any cause whatsoever at all times during the Term.

(b) Lessee shall promptly and fully notify Lessor in writing if any unit of Equipment shall be or become worn out, lost, stolen, destroyed, irreparably damaged in the reasonable determination of Lessee, or permanently rendered unfit for use from any cause whatsoever (such occurrences being hereinafter called “Casualty Occurrences”); provided that such notice to Lessor shall not be required if the aggregate Capitalized Lessor’s Cost of all units of Equipment then having suffered a Casualty Occurrence during the then current calendar year does not exceed $250,000. In all events, regardless of whether a notice is required pursuant to the immediately preceding sentence, on the Rent Payment Date next succeeding a Casualty Occurrence (the “Payment Date”), Lessee shall either (as selected by Lessee):

(1) replace the unit of Equipment (other than any unit of Equipment comprised of software) having suffered the Casualty Occurrence with equipment of comparable make and model, and otherwise in accordance with the provisions of Section 4(f) hereof; or

(2) pay Lessor (in the manner provided in Section 2(b)) the sum of (x) that portion of the Lease Balance allocated to such unit by mutual agreement of Lessor and Lessee (the Lease Balance to be calculated in accordance with Annex E to the Schedule as of the Rent Payment Date immediately preceding such Casualty Occurrence (“Calculation Date”)); (y) all Rents and other amounts which are due hereunder as of the Payment Date; and (z) all Related Costs. Upon payment of all sums due hereunder, the Term as to such Equipment shall terminate and (except in the case of the loss, theft or complete destruction of such unit) Lessee shall be entitled to recover possession of such Equipment. Notwithstanding the foregoing, if Lessor and Lessee are unable mutually to agree on the allocated portion of the Lease Balance, then Lessee shall be required to comply with the provisions of Section 7(b)(1) hereof.

8. REPORTS:

(a) Lessee will notify Lessor in writing, within ten (10) days after any tax or other Lien (other than a Permitted Lien) shall attach to any Equipment or any of the Additional Collateral, of the full particulars thereof and of the location of such Equipment or any of the Additional Collateral on the date of such notification.

(b) Lessee will cause to be delivered to Lessor, (i) within ninety (90) days of the close of each fiscal year of Lessee and (ii) within sixty (60) days of the close of each of the first three (3) fiscal quarters of Lessee in each fiscal year of Lessee, Lessee’s financial statements completed in accordance with the NAIC Annual Statement instructions and Accounting Practices and Procedures manual, certified by the Chief Financial Officer of Lessee.

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(c) Lessee will promptly and fully report to Lessor in writing if any Equipment or any of the Additional Collateral is lost or damaged (where the estimated repair costs (when aggregated with the repair costs of all other Equipment or any of the Additional Collateral incurred during the then current calendar year) would exceed $250,000), or is otherwise involved in an accident causing personal injury or property damage, excepting only personal injury to the extent governed by, and compensated in accordance with, applicable workers’ compensation statutes.

(d) Concurrently with delivery of the annual financial statements referenced in Section 8(b) hereof, or upon request by Lessor, Lessee will furnish a certificate of an authorized officer of Lessee stating that he has reviewed the activities of Lessee and that, to the best of his knowledge, there exists no Default or event which, with the giving of notice or the lapse of time (or both), would become such a Default. Promptly (but in no event more than three (3) Business Days) after the occurrence of any Default or event which, with the giving of notice or the lapse of time (or both), would become such a Default, Lessee shall provide written notice thereof to Lessor.

(e) Lessee will provide to Lessor evidence of insurance required by the terms hereof, promptly upon request by Lessor.

(f) Lessee will provide to Lessor copies of all information, documents and records regarding or in respect to the Equipment and any Additional Collateral and its use, maintenance and/or condition, and a list of all Equipment Locations, within ten (10) days of Lessor’s request therefor.

9. END OF LEASE OPTIONS:

Upon the expiration of the Term of each Schedule, Lessee shall cause a third party sale or return of, or purchase of, or renew or extend the Term with respect to, all (but not less than all) of the Equipment leased under all Schedules executed hereunder upon the following terms and conditions. Lessee may exercise the options pursuant to this Section 9 only if no Default or event which, with the giving of notice, or the lapse of time, or both, would constitute a Default, exists at any time during the period from the date of giving notice of the exercise of such option through and including the date the exercise of such option is effectuated.

(a) Purchase. If Lessee shall not have exercised its extension option, or its renewal option, or its option to return the Equipment pursuant to this Section, Lessee shall have the option, upon the expiration of the Term of each Schedule, to purchase all (but not less than all) of the Equipment described on all Schedules executed hereunder upon the following terms and conditions: If Lessee desires to exercise this option with respect to the Equipment, Lessee shall pay to Lessor on the last day of the Term with respect to the applicable Schedule, in addition to the scheduled Rent (if any) then due on such date and all other sums then due hereunder, in cash the purchase price for the Equipment so purchased, determined as hereinafter provided. The purchase price of the Equipment shall be an amount equal to the Lease Balance of such Equipment (as specified on the Schedule), plus all sales or transfer taxes and charges upon sale (if any), plus all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor’s interest in and to the Equipment and shall release its interest in and to the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessee, free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and the Additional Collateral.

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(b) Return.

(1) Unless Lessee shall have exercised its extension option, or its renewal option, or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, as to all (but not less than all) of the Equipment described on all Schedules executed hereunder, Lessee shall: (i) pay to Lessor the Contingent Rent; and (ii) cause the Equipment to satisfy the return conditions specified in Annex D attached to the Schedules. Lessee shall actively seek bids for the sale of the Equipment to an independent third party, and Lessor and Lessee will cause the Equipment to be sold to one or more independent third parties upon the expiration of the Term with respect to each individual Schedule (such sale to be consummated on the date of expiration of the Term with respect to such individual Schedule). The proposed sale of the Equipment shall be subject to the prior written approval of Lessor if the anticipated Net Sales Proceeds to be received as a result of such sale is less than the Lease Balance with respect to such Equipment.

(2) If all of the Equipment has been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, the gross sales proceeds shall be paid to Lessor. If the net sales proceeds resulting from the sale of the Equipment pursuant to this Section 9(b) (after application of the gross sales proceeds to reimburse Lessor and the other Affected Parties for all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor or any other Affected Party in connection with such sale, and any sales or transfer taxes and charges upon sale) (the “Net Sales Proceeds”): (i) is less than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to such Equipment, then Lessee shall pay to Lessor (in the manner provided in Section 2(b)) on the last day of the Term with respect to the applicable Schedule the amount of such deficiency (provided, however, that in no event shall the aggregate amount so required to be paid by Lessee for all Schedules exceed the aggregate of the Maximum Lessee Risk Amounts for all Schedules) plus the scheduled Rent (if any) then due on such date and all other sums then due hereunder (including all Related Costs); or (ii) is more than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) plus all sales or transfer taxes and charges upon sale, plus all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment, plus Rent (if any) then due, then Lessor shall pay to Lessee such excess.

(3) If all of the Equipment has not been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, Lessee shall return the Equipment to Lessor in accordance with the provisions of Annex D attached to the applicable Schedule and Lessee shall pay to Lessor (in the manner provided in Section 2(b)) on the last day of the Term with respect to each individual Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the Equipment, plus Rent (if any) then due. Lessor shall then attempt to sell the Equipment to an independent third party or parties and the gross sales proceeds with respect to such Equipment shall be paid to Lessor (in the manner provided in Section 2(b)). That portion of the Net Sales Proceeds received by Lessor which is in excess of the amount of all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment (the “Excess Amount”), shall be paid by Lessor to Lessee. If the amount of the Lease Balance paid by Lessee pursuant to this Section 9(b)(3), minus the Excess Amount, exceeds the Maximum Lessee Risk Amounts for all Schedules, Lessor shall additionally pay to Lessee that portion of the amount of such excess over the Maximum Lessee Risk Amounts for all Schedules as does not exceed the Maximum Lessor Risk Amounts for all Schedules.

(4) Upon sale of the Equipment in accordance with this Section 9(b) and receipt by Lessor of the gross sales proceeds with respect thereto, Lessor will transfer, on an AS IS BASIS, all of Lessor’s interest in and to such Equipment and shall release its interest in and to the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to

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the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in such Equipment from Lessee, free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and the Additional Collateral.

(c) Extension. If Lessee shall have exercised its option to renew this Agreement with respect to all available Renewal Terms, and Lessee shall not have exercised its option to return the Equipment or its purchase option pursuant to this Section, Lessee shall have the option, upon the expiration of all available Renewal Terms, to extend this Agreement with respect to all, but not less than all, of the Equipment for an additional term of twelve (12) months (the “Extension Term”) at a quarterly rental to be paid in arrears on each of the four (4) Rent Payment Dates following the last day of the final Renewal Term, and calculated as the sum of (i) that amount as is equal to the Lease Balance as of the expiration of the final Renewal Term, divided by four (4), plus (ii) interest on the Lease Balance outstanding from time to time during the Extension Term at the Extension Term Rate, in four (4) equal quarterly installments. Rent during the Extension Term shall be paid to Lessor in the manner set forth in Section 2(b) hereof. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer (if any) and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer on an AS IS BASIS, all of Lessor’s interest in and to the Equipment and shall release its interest in and to the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and any other matters (except that Lessor shall warrant that it has conveyed whatever interest it received from Lessee in the Equipment free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall execute and deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and the Additional Collateral.

(d) Renewal. Lessee shall have the option, upon the expiration of the Basic Term, and/or upon the expiration of the first Renewal Term, to renew this Agreement for a Renewal Term with respect to all, but not less than all, of the Equipment leased under all Schedules executed hereunder at the Basic Term Rent.

(e) Notice of Election. Lessee shall give Lessor written notice of its election of the options specified in this Section not less than three hundred sixty-five (365) days before the expiration of the Basic Term or any exercised Renewal Term of the first Schedule to be executed under this Agreement. Such election shall be effective with respect to all Equipment described on all Schedules executed hereunder. If Lessee fails timely to provide such notice, without further action Lessee automatically shall be deemed to have elected (1) to renew the Term of this Agreement pursuant to Paragraph (d) of this Section if a Renewal Term is then available hereunder, or (2) to purchase the Equipment pursuant to Paragraph (a) of this Section if a Renewal Term is not then available hereunder.

10. DEFAULT; REMEDIES:

(a) Lessor may in writing declare this Agreement in default (“Default”) if, as of the date of such written declaration, any of the following has occurred and is continuing: (1) Lessee breaches its obligation to pay Rent or any other sum as and when due, and such failure has not been cured within one (1) Business Day after the receipt by Lessee of written notice from Lessor with respect to such failure (provided, however, that if Lessee fails to pay Rent or any other sum on or before the date due and payable hereunder and, during the twelve month period preceding such date, Lessor has delivered to Lessee two (2) or more written notices with respect to Lessee’s failure to pay Rent or any other sum as and when due hereunder, Lessor shall have no obligation to deliver such written notice to Lessee, and Lessor may in writing declare a Default under this Agreement; (2) Lessee breaches any of its insurance obligations under Section 6 hereof; (3) Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Agreement) remove, sell, transfer, encumber (except to the extent of a Permitted

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Lien), part with possession of or assign, any Equipment, any Additional Collateral, or any part thereof, or use any Equipment or any Additional Collateral for an illegal purpose or permit the same to occur; (4) Lessee breaches any of its other obligations hereunder and fails to cure that breach within thirty (30) days after written notice thereof; (5) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (6) Lessee becomes insolvent or ceases to do business as a going concern; (7) Lessee shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against Lessee in any such proceeding, or Lessee shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law (other than a law which does not provide for or permit the readjustment or alteration of Lessee’s obligations hereunder) providing for the reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; (8) a petition is filed against Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (other than any law which does not provide for or permit any readjustment or alteration of Lessee’s obligations hereunder), as now or hereafter in effect, and is not withdrawn or dismissed within thirty (30) days thereafter, or if, under the provisions of any law (other than any law which does not provide for or permit any readjustment or alteration of Lessee’s obligations hereunder) providing for reorganization or liquidation of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of thirty (30) days; (9) Lessee shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entirety to any Person (such actions being referred to as an “Event”), unless not less than sixty (60) days prior to such Event: (x) such Person is organized and existing under the laws of the United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such Person of the due and punctual performance of this Agreement; and (y) Lessor confirms in writing that it is reasonably satisfied as to the creditworthiness of such Person; (10) Lessee shall be in default under any agreement between Lessor and Lessee; (11) Lessee shall be in default under any material obligation (that is, for an amount in excess of $250,000) for the payment of borrowed money, for the deferred purchase price of property or any lease agreement; (12) there occurs a default or anticipatory repudiation under the Guaranty; or (13) effective control of Lessee’s voting capital stock, issued and outstanding from time to time, is not retained by Guarantor (unless Lessee shall have provided thirty (30) days’ prior written notice to Lessor of the proposed disposition of stock and Lessor shall have consented thereto in writing). Such declaration shall apply to all Schedules except as specifically excepted by Lessor.

(b) After Default, whether arising before or after the exercise of options pursuant to Section 9 hereof, Lessee shall, without further demand, forthwith pay to Lessor (i) as liquidated damages for loss of a bargain and not as a penalty, the Lease Balance of all of the Equipment (calculated in accordance with Annex D attached to the Schedules as of the Rent Payment Date next preceding the declaration of default), and (ii) all Rents and other sums then due hereunder, plus all Related Costs. If Lessee fails to pay the amounts specified in the preceding sentence, then, at the request of Lessor, Lessee shall return the Equipment to Lessor in accordance with the provisions of Annex D to the Schedules; and, in such event, Lessee hereby authorizes Lessor to enter, with or without legal process, any premises where any Equipment or any Additional Collateral is located and take possession thereof. Lessor may, but shall not be required to, sell the Equipment or any Additional Collateral at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment or any Additional Collateral present at the place of sale; or Lessor may, but shall not be required to, lease, otherwise dispose of or keep idle all or part of the Equipment or any Additional Collateral; and Lessor may use Lessee’s premises for any or all of the foregoing without liability for rent, costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (1) to pay all of Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment and any Additional Collateral; then, (2) to the extent not previously paid by Lessee, to pay Lessor and each other Affected Party all sums due from Lessee hereunder for payment; then, (3) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and (4) any surplus shall be paid to Lessee. Lessee shall pay any deficiency in clauses (1) and (2) forthwith.

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(c) After declaration by Lessor of a Default hereunder, in addition to the foregoing rights, Lessor may (1) terminate the lease as to any or all of the Equipment, and/or (2) exercise any and all rights and remedies available to it under the UCC or other Applicable Law with respect to the Additional Collateral, and/or (3) exercise its rights and remedies under the Guaranty, and/or (4) by written notice to Lessee, require Lessee to terminate use in any manner of any portion of the Equipment comprised of software not later than ten (10) Business Days after such notice unless, within such period, Lessee pays to Lessor in full all amounts payable pursuant to Section 10(b) hereof, together with Lessor’s reasonable attorneys’ fees actually incurred by Lessor and any other Affected Party in enforcing the provisions of this Agreement and the other Documents. Upon payment of such amounts by Lessee to Lessor, Lessor will transfer to Lessee, on an AS IS BASIS, all of Lessor’s interest in and to the Equipment and the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and the Additional Collateral and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment and Additional Collateral from Lessee, free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and Additional Collateral. If Lessor exercises its rights and remedies with respect to the Additional Collateral, the proceeds received therefrom shall be applied as specified in Paragraph (b) of this Section.

(d) The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. Lessee waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. Lessee shall pay reasonable attorney’s fees actually incurred by Lessor and any other Affected Party, in enforcing the provisions of this Agreement and the other Documents. Waiver of any default shall not be a waiver of any other or subsequent default.

11. ASSIGNMENT:

(a) LESSEE SHALL NOT ASSIGN, MORTGAGE, SUBLET OR HYPOTHECATE ANY EQUIPMENT, ANY ADDITIONAL COLLATERAL OR THE INTEREST OF LESSEE HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Notwithstanding the foregoing, Lessee may sublease the Equipment to any Affiliate of Lessee, on the following terms and conditions: (1) such sublease shall be evidenced by an Equipment Sublease Agreement in substantially the form attached hereto as Exhibit No. 2 (collectively, the “Sublease”), which Sublease shall be executed and delivered to Lessor within thirty (30) days after the later of (A) the Basic Term Commencement Date with respect to the applicable Equipment, or (B) the date on which such Equipment is subleased to an Affiliate of Lessee; (2) the term of the Sublease shall not extend beyond the Term of this Agreement; and (3) the Sublease shall be expressly subject and subordinate to Lessor’s interest in and to the Equipment and any Additional Collateral and to this Agreement.

(b) Lessor may, without the consent of Lessee, assign or otherwise transfer to any Person all or any part of its right, title and interest in and to this Agreement, the Rents, the Equipment or any Schedule, or the right to enter into any Schedule; provided, however, that no such assignee shall be a direct competitor of Lessee. Lessee agrees that it will pay all Rent and other amounts payable under each Schedule to the Lessor named therein; provided, however, if Lessee receives written notice of an assignment from Lessor, Lessee will pay all Rent and other amounts payable under any assigned Schedule to such assignee or as instructed by Lessor or by such assignee. Lessee further agrees to confirm in writing receipt of a notice of assignment as reasonably may be requested by assignee. Lessee hereby waives and agrees not to assert against any such assignee any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time have against Lessor or any other Person for any reason whatsoever. Lessor may also pledge, mortgage or grant a security interest in this Agreement, any Schedule, the Equipment and/or the Rents, and assign this Agreement, any Schedule, the Equipment and/or the Rents, as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor to such party but none of the obligations of Lessor hereunder. Upon the written request of Lessor or any other Affected Party, Lessee agrees to confirm in

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writing receipt of notice of assignment and to acknowledge its obligations to any purchaser, transferee, pledgee, mortgagee, lienholder or assignee of Lessor or any other Affected Party; and fully shall cooperate with Lessor and any other Affected Party to minimize or avoid the imposition of any adverse tax consequence in connection with any such conveyance, transfer, pledge, mortgage, grant of security interest or assignment. No such assignment shall increase the obligations of Lessee over those in effect if no such assignment had been made.

(c) Lessee acknowledges that it has been advised that General Electric Capital Corporation is acting hereunder for itself and as agent for certain third parties (each being herein referred to as a “Participant” and, collectively, as the “Participants”); that the interest of the Lessor in this Agreement, the Schedules, related instruments and documents and/or the Equipment may be conveyed to, in whole or in part, and may be used as security for financing obtained from, one or more third parties without the consent of Lessee (the “Syndication”). Lessee agrees, and shall cause Guarantor, to cooperate reasonably with Lessor in connection with the Syndication, including the execution and delivery of such other documents, instruments, notices, opinions, certificates and acknowledgments as reasonably may be required by Lessor or such Participant; provided, however in no event shall Lessee be required to consent to any change that would adversely affect any of the economic terms or tax or accounting treatment of the transactions contemplated herein.

(d) With respect to any consent to be provided by or rights of inspection available to Lessor hereunder, any determination to be made by Lessor hereunder, any notice to be provided to Lessor hereunder, or request to be made by Lessor hereunder or any other action to be taken by Lessor hereunder, following any assignment by Lessor of all or any portion of its rights hereunder and notice thereof to Lessee, such consent shall be provided by the Person specified in such notice by Lessor to Lessee, such right of inspection may be exercised by Lessor and/or the Person specified in such notice by Lessor to Lessee, such determination shall be made by the Person specified in such notice by Lessor to Lessee, such notice shall be provided to Lessor and the Person specified in such notice to Lessee, and such request shall be made by Lessor and/or the Person specified in such notice to Lessee. Following any assignment by Lessor of all or any portion of its rights hereunder and written notice thereof to Lessee, all amounts payable to Lessor hereunder shall be paid as and to the Person specified in such notice and any action permitted to be taken by Lessor pursuant to Sections 10(b) or (c) hereof may be taken by Lessor only at the direction of the Person specified in such notice.

(e) If at any time prior to the termination of this Agreement there is more than one Participant, then during such time, if any action is required to be taken by Lessor or the Participants, such action shall be taken by Lessor acting at the direction of the Participants holding the majority in interest of the outstanding obligations (except with regard to certain matters relating to the amount and timing of payments and the release of the Equipment and the Additional Collateral) and whenever any direction, authorization, approval, consent, instruction or other action is permitted to be given or taken by Lessor shall be given or taken upon the required direction of the Participants holding the majority in interest of the outstanding obligations (except with regard to certain matters relating to the amount and timing of payments and the release of the Equipment and the Additional Collateral).

(f) The obligations of the Participants hereunder and under the Documents are several and not joint, and no Participant shall be liable or responsible for the acts or defaults of any other Participant. No Participant shall have any contractual obligation or duty to any other Participant with respect to the transactions contemplated hereby except as expressly set forth herein or in any Program Support Document. The foregoing shall not limit the right of Lessee or any Participant to name Lessor as a party in any action to enforce its rights under this Agreement.

(g) Subject always to the foregoing, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto.

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12. INDEMNIFICATION:

(a) Without limiting any other rights that Lessor, each other Affected Party, or any director, officer, employee or agent or incorporator of such party (each an “Indemnified Party”) may have hereunder or under Applicable Law, Lessee hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, proceedings, suits, in contract or tort, and including, but not limited to, any Indemnified Party’s strict liability in tort (“Claims”), and related costs and expenses of any nature whatsoever, including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal (all of the foregoing being collectively referred to as “Indemnified Amounts”), which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to (i) the selection, manufacture, purchase, acceptance or rejection of the Equipment and/or the Additional Collateral, the ownership of the Equipment and/or the Additional Collateral, and the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment and/or the Additional Collateral (including, without limitation, latent and other defects, whether or not discoverable by any Indemnified Party or Lessee, and any claim for patent, trademark or copyright infringement or environmental damage), or (ii) the condition of the Equipment and/or the Additional Collateral sold or disposed of after use by Lessee or employees of Lessee, or (iii) any Environmental Claim or Environmental Loss and, unless Lessee is then contesting in good faith such Environmental Claim or Environmental Loss, Lessee shall fully and promptly pay, perform and discharge any such Environmental Claim or Environmental Loss, or (iv) any breach of Lessee’s obligations under this Agreement or any Document, or (v) the financing or the purchase and lease hereunder, or (vi) this transaction, or (vii) any actions brought against any Indemnified Party that arise out of Lessee’s actions (or actions of Lessee’s agents); excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting or being limited by the foregoing, Lessee shall pay on demand (which demand shall be accompanied by an itemization of such demanded amount, and such demanded amount shall not include indirect or consequential damages, it being understood and agreed that damages directly incurred by any Participant shall not constitute, or be deemed to be, such indirect or consequential damages) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

(A) reliance on any representation or warranty made or deemed made by Lessee (or any of its officers) under or in connection with this Agreement, any Document or any report or other information delivered by Lessee pursuant hereto which shall have been incorrect in any material respect when made or deemed made or delivered, excepting only reliance on any such representation or warranty or any such report or other information that, to the actual knowledge of General Electric Capital Corporation on and prior to the date of this Agreement, is incorrect in any material respect (for the purposes hereof, the term “to the actual knowledge of General Electric Capital Corporation” shall mean the actual knowledge, on and prior to the date of this Agreement, of General Electric Capital Corporation’s Senior Underwriter assigned to this transaction based on documents, records and other written information actually in the possession of such Senior Underwriter on or prior to the date of this Agreement);

(B) the failure by Lessee to comply with any term, provision or covenant contained in this Agreement, any Document or any other agreement executed by it in connection with this Agreement or with any Applicable Law, rule or regulation with respect to any Equipment or any Additional Collateral, or the nonconformity of any Equipment or any Additional Collateral with any such Applicable Law; or

(C) the failure to vest and maintain vested in Lessee legal and equitable title to and ownership of the Equipment, free and clear of any Liens (other than any Lessor’s Lien) whether existing at the time of the purchase of such Equipment or at any time thereafter, and to maintain or transfer to Lessor a first priority, perfected security interest in the Equipment and in the Additional Collateral.

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(b) Lessee shall, upon request, defend any actions based on, or arising out of, any of the foregoing.

(c) In case any action, suit or proceeding shall be brought against any Indemnified Party for which indemnification is sought under this Section 12, such Indemnified Party shall notify Lessee of the commencement thereof, and Lessee shall be entitled, at its expense, to participate in, and, to the extent that Lessee desires to, assume and control the defense thereof; provided, however, that (i) the failure of any Indemnified Party to give such notice shall not release Lessee from any of its obligations under this Section 12, except to the extent that Lessee is harmed directly and proximately as the result of such failure to give notice of any action, suit or proceeding against such Indemnified Party, (ii) Lessee shall keep such Indemnified Party fully apprised of the status of such action, suit or proceeding and shall provide such Indemnified Party with all information with respect to such action, suit or proceeding as such Indemnified Party shall reasonably request, and (iii) Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding if and to the extent that, (A) in the reasonable opinion of counsel for such Indemnified Party, (x) such action, suit or proceeding involves any risk of imposition of criminal liability or will involve a risk of sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Equipment or any Additional Collateral unless, in the case of civil liability, Lessee shall have posted a bond or other security satisfactory to the relevant Indemnified Party in respect to such risk, or (y) the control of such action, suit or proceeding would involve an actual or potential conflict of interest, (B) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the Indemnified Party have been unable to sever from the indemnified Claim(s), or (C) a Default has occurred and is continuing. The Indemnified Party may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing. Lessee shall not enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under clause (a) without the prior written consent of the applicable Indemnified Party, which consent shall not be unreasonably withheld in the case of a money settlement not involving an admission of liability of such Indemnified Party.

Each Indemnified Party shall at the expense of Lessee supply Lessee with such information and documents reasonably requested by Lessee as are necessary or advisable for Lessee to participate in or assume the defense of any action, suit or proceeding to the extent permitted by this Section 12. Unless a Default shall have occurred, no Indemnified Party shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 12, without the prior written consent of Lessee, which consent shall not unreasonably be withheld, unless such Indemnified Party waives its right to be indemnified under this Section 12 with respect to such Claim.

Upon payment in full of any Claim by Lessee pursuant to this Section 12, to or on behalf of an Indemnified Party, Lessee, without further action, shall be subrogated to any and all claims that such Indemnified Party may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnified Party at its own expense), and such Indemnified Party shall, upon the request of Lessee and at the sole cost and expense of Lessee, execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise cooperate with Lessee and give such further assurances as are necessary or advisable to enable Lessee vigorously to pursue such claims.

Any Indemnified Amount payable to an Indemnified Party pursuant to this Section 12 shall be paid to such Indemnified Party promptly (and in any event within five (5) Business Days) upon receipt of a written demand therefor from such Indemnified Party, accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable.

(d) All of the Indemnified Parties’ rights, privileges and indemnities contained in this Section shall survive the expiration or other termination of this Agreement and the rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by the Indemnified Parties and their successors and assigns.

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13. OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST; USURY SAVINGS:

(a) For income tax purposes, franchise tax, sales tax, use tax, and ad valorem tax purposes, Lessor will treat Lessee as the owner of the Equipment. Accordingly, unless prohibited by Applicable Law, Lessor agrees (i) to treat Lessee as the owner of the Equipment on its federal and state income tax returns, (ii) not to take actions or positions inconsistent with such treatment on or with respect to its federal and state income tax returns, and not claim any tax benefits available to an owner of the Equipment on or with respect to its federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor’s taking a tax position through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to the owner of the Equipment.

(b) In order to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under and with respect to the Schedules, and the performance and observance by Lessee of all the agreements, covenants and provisions thereof (including, without limitation, all of the agreements, covenants and provisions of this Agreement that are incorporated therein):

(1) Lessee hereby grants to Lessor a first priority security interest in: (A) the Equipment leased under the Schedules, (B) all equipment (as such term is defined in the UCC) in which Lessee shall from time to time acquire an ownership interest, now or hereafter located at any Equipment Location; together with all additions, attachments, accessions and accessories thereto whether or not furnished by the supplier of the Equipment or the Additional Collateral and any and all substitutions, replacements or exchanges therefor, together with all warranties with respect thereto, manuals and other books and records relating thereto, in each such case in which Lessee shall from time to time acquire an ownership interest, and (C) the Sublease now or hereafter in effect, including (i) all rights of Lessee to receive monies due and to become due under or pursuant to the Sublease, (ii) all rights of Lessee to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sublease, (iii) claims of Lessee for damages arising out of or for breach of or default under the Sublease, and (iv) the right of Lessee to amend, waive or terminate the Sublease, to perform under the Sublease and to compel performance and otherwise exercise all remedies and rights under the Sublease; and any and all insurance and/or other proceeds (but without power of sale) of the property in and against which a security interest is granted hereunder.

(2) Lessee shall cause each of its Affiliates which owns equipment (as such term is defined in the UCC) located at the corporate headquarters of Guarantor and/or of Lessee, or at any Equipment Location to grant to Lessor a first priority security interest in such equipment (as such term is defined in the UCC) now or hereafter located at the corporate headquarters of Guarantor and/or of Lessee, or at an Equipment Location, together with all additions, attachments, accessions and accessories thereto whether or not furnished by the supplier of such equipment and any and all substitutions, replacements or exchanges therefor, together with all warranties with respect thereto, manuals and other books and records relating thereto, in each such case in which such Affiliate shall from time to time acquire an ownership interest, and any and all insurance and/or other proceeds (but without power of sale by Lessee except in compliance with the terms of this Agreement) of the property in and against which a security interest is granted hereunder. Lessee acknowledges that such Affiliates will enjoy a substantial economic benefit by virtue of the leasing of the Equipment by Lessor to Lessee pursuant to this Agreement, by virtue of the permitted use of such Equipment by such Affiliate hereunder. The collateral described in Clauses (B) and (C) of Section 13(b)(1) hereof and the collateral described in this Section 13(b)(2) is hereinafter collectively referred to as the “Additional Collateral”.

(c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule is determined to be subject to such laws; accordingly, it is agreed that, anything in this Agreement or any of the Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement or any of the Documents exceeds the highest rate of interest permissible under any Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement or such Document shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under

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this Agreement or such Document is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and such Document at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had the Applicable Law not limited the interest rate payable under this Agreement or such Document. In no event shall the total interest received by Lessor under this Agreement or any of the Documents exceed the amount which Lessor and each other Affected Party could lawfully have received, had the interest due under this Agreement or such Documents been calculated since the date hereof at the Maximum Lawful Rate.

14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE:

Lessee hereby represents, warrants and covenants to Lessor that on the date hereof and on the date of execution of each Schedule:

(a) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation (specified in the first sentence of this Agreement); and is duly qualified to transact business as a foreign corporation in good standing wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or is to be located, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect.

(b) This Agreement, the Schedules, the Bill of Sale, the Sublease and all related documents (collectively, the “Documents”) have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws, public policy and equitable principles.

(c) No approval, consent or withholding of objections is required from any Governmental Authority with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained.

(d) Lessee has adequate power and authority to enter into, and perform under, the Documents. The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s articles of incorporation, charter or by-laws; (ii) result in any breach of or constitute a default under any material indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party; or (iii) or result in the creation of any Lien upon any Equipment and/or any Additional Collateral pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party.

(e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Lessee or any of its Affiliates, which will have a Material Adverse Effect. As used herein, “Material Adverse Effect” shall mean (1) a materially adverse effect on the business, condition (financial or otherwise), prospects, operations or properties of Lessee, Guarantor or any of Lessee’s Affiliates, or (2) a material impairment of the ability of Lessee to perform its obligations under or to remain in compliance with the Documents, or the ability of any of Lessee’s Affiliates to perform its obligations under or to remain in compliance with the Sublease to which it is a party, or of the ability of Guarantor to perform its obligations under or to remain in compliance with the Guaranty.

(f) The Equipment accepted under any Certificate of Acceptance and any Additional Collateral comprised of equipment is and will remain tangible personal property and is not and shall not constitute real property fixtures.

(g) Each financial statement delivered to Lessor (i) by Lessee has been prepared in accordance with statutory requirements, and since the date of the most recent such financial statement,

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there has been no material adverse change in the financial condition of Lessee and (ii) by Guarantor has been prepared in accordance with GAAP, and since the date of the most recent such financial statement, there has been no material adverse change in the financial condition of Guarantor.

(h) The Equipment and the Additional Collateral will at all times be used for commercial or business purposes.

(i) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (A) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (B) a person designated under Sections 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

(j) Lessee’s corporate name as specified in the first sentence of this Agreement, and Lessee’s Federal Employer Identification Number and Organizational Number as specified on Annex E to the Schedule, are true and correct; and the “location” of Lessee (as such term is used in Article 9 of the UCC) is as specified on Annex E to the Schedule; and Lessee shall give Lessor prior written notice of any change of Lessee’s name or jurisdiction of organization, or of the “location” (as such term is used in Article 9 of the UCC) of Lessee, from its present location.

(k) Upon the filing in the office of the Secretary of State of the State of California of a UCC Financing Statement describing Lessor, as secured party, and Lessee, as debtor, and the Equipment as collateral, Lessor shall have a first priority perfected lien on and security interest under the UCC in the Equipment. Upon the filing in the jurisdictions noted on Schedule A attached hereto of UCC financing statements describing Lessor, as secured party, Sublessee, as debtor, and the Additional Collateral, as collateral, Lessor shall have a first priority perfected lien on and security interest under the UCC in the Additional Collateral to the extent such security interest can be perfected under the UCC.

(l) No item of the Equipment or any Additional Collateral is subject to the motor vehicle titling provisions of any state law, and no certificate of title has been or is required to be issued with respect to any item of the Equipment or any Additional Collateral.

(m) That portion of the Equipment comprised of software is proprietary to, and owned by, Lessee and is not subject to any license agreement or to the rights of any third party.

(n) After the date of execution of any Schedule hereunder, Lessor may obtain additional UCC search reports with respect to Lessee and/or any Sublessee as reasonably may be required by Lessor. If requested to do so by Lessor, Lessee promptly shall obtain and deliver to Lessor such Uniform Commercial Code statements of termination or partial release, as applicable, with respect to any security interests then having been filed with respect to the Equipment and/or Additional Collateral, to be filed at Lessee’s expense.

15. CHOICE OF LAW; JURISDICTION:

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT OR ANY ADDITIONAL COLLATERAL. The parties agree that any action or proceeding arising out of or relating to this Agreement may be commenced in the United States District Court for the Southern District of New York and the parties irrevocably submit to the jurisdiction of such court and agree not to assert, by way of

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motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or the transaction contemplated hereby may not be enforced in or by such court.

16. [INTENTIONALLY OMITTED]

17. CHATTEL PAPER:

To the extent that any Schedule would constitute chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest therein may be created through the transfer or possession of this Agreement in and of itself without the transfer or possession of the original of a Schedule executed pursuant to this Agreement and incorporating this Agreement by reference; and no security interest in this Agreement and a Schedule may be created by the transfer or possession of any counterpart of the Schedule other than the original counterpart containing the receipt therefor executed by Lessor.

18. MISCELLANEOUS:

(a) LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR (INCLUDING ITS ASSIGNS) RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

(b) Any cancellation or termination by Lessor, pursuant to the provisions of this Agreement, any Schedule, supplement or amendment hereto, or the lease of any Equipment hereunder, shall not release Lessee from any then outstanding obligations to Lessor or any other Affected Party hereunder.

(c) All Equipment and any Additional Collateral shall at all times remain personal property regardless of the degree of its annexation to any real property and shall not by reason of any installation in, or affixation to, real or personal property become a part thereof.

(d) Time is of the essence of this Agreement. Lessor’s failure at any time to require strict performance by Lessee of any of the provisions hereof shall not waive or diminish Lessor’s right thereafter to demand strict compliance therewith.

(e) Lessee hereby authorizes Lessor to file any UCC statements necessary to perfect the interest of Lessor hereunder. Lessee agrees, upon Lessor’s request, to execute any instrument necessary or expedient for filing, recording or perfecting the interest of Lessor, and to execute and deliver to Lessor such further documents, instruments and assurances and to take such further action as Lessor or any other Affected Party from time to time reasonably may request in order to carry out the intent and purpose of the transaction contemplated hereunder.

(f) All notices required to be given hereunder shall be in writing, personally delivered, delivered by overnight courier service, or sent by certified mail, return receipt requested, addressed to the

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other party at its respective address stated above or at such other address as such party shall from time to time designate in writing to the other party; and, in the case of Lessee, with a copy to: The First American Corporation, 1 First American Way, Santa Ana, California 92707, Attn: General Counsel; and shall be effective from the date of receipt.

(g) This Agreement and any Schedule and Annexes thereto constitute the entire agreement of the parties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(h) The representations, warranties and covenants of Lessee herein shall be deemed to survive the closing hereunder. Lessor’s obligations to acquire and lease specific items of Equipment shall be conditioned upon Lessee providing to Lessor such information with respect to Lessee’s and Guarantor’s financial condition as Lessor may require, and Lessor being satisfied that there shall have been no material adverse change in the business or financial condition of Lessee and Guarantor from the date of execution hereof. The obligations of Lessee under Sections 3, 9, 12, 18(l), 18(m), 18(n) and 18(o) hereof which accrue during the term of this Agreement and obligations which by their express terms survive the termination of this Agreement, shall survive the termination of this Agreement.

(i) In case of a failure of Lessee to comply with any provision of this Agreement, Lessor and each other Affected Party shall have the right, but shall not be obligated, to effect such compliance, in whole or in part; and all moneys spent and expenses and obligations incurred or assumed by Lessor or any other Affected Party in effecting such compliance (together with interest thereon at the Overdue Rate) shall constitute additional Rent due to Lessor within five (5) days after the date Lessor sends notice to Lessee requesting payment. Lessor’s or any other Affected Party’s effecting such compliance shall not be a waiver of Lessee’s default.

(j) Any Rent or other amount not paid to Lessor when due hereunder shall bear interest, both before and after any judgment or termination hereof, at the lesser of eighteen percent (18%) per annum or the Maximum Lawful Rate (the “Overdue Rate”).

(k) Any provisions in this Agreement and any Schedule which are in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto.

(l) Lessee agrees to pay on demand all reasonable costs and expenses incurred by Lessor or any other Affected Party in connection with the preparation, execution, delivery, filing, recording, and administration of any of the Documents or in connection with the Syndication, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for Lessor (provided, however, that Lessee shall not be responsible for Lessor’s or any Participant’s expenses related to the receipt of blanket sales/use tax rulings relating to this transaction or otherwise), and all costs and expenses, if any, in connection with the enforcement of any of the Documents. In addition, Lessee shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of any of the Documents and the other documents to be delivered under the Documents, and agrees to save Lessor and the Participants harmless from and against any and all liabilities with respect to or resulting from any delay attributed to Lessee in paying or failing to pay such taxes and fees.

(m) (1) If Lessor or any other Affected Party shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lessor or any other Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental

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Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lessor or any other Affected Party against commitments made by it under this Agreement or any Document and thereby reducing the rate of return on Lessor’s or any other Affected Party’s capital as a consequence of its commitments hereunder or thereunder, then Lessee shall from time to time upon demand by Lessor or an Affected Party pay to Lessor or such other Affected Party additional amounts sufficient to compensate Lessor or such other Affected Party for such reduction together with interest thereon from the third Business Day following the date of any such demand until payment in full at the Overdue Rate. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lessor or an Affected Party to Lessee shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive subject to this Section.

(2) If, due to any Regulatory Change, there shall be any increase in the cost to Lessor or any other Affected Party of agreeing to make or making, funding or maintaining any commitment hereunder or under any Document, or any reduction in any amount receivable by Lessor or such other Affected Party hereunder or thereunder (any such increase in cost or reduction in amounts receivable are hereinafter referred to as “Additional Costs”), then Lessee shall, from time to time upon demand by Lessor or an Affected Party, pay to Lessor or any other Affected Party additional amounts sufficient to compensate Lessor or any other Affected Party for such Additional Costs together with interest thereon from the date demanded until payment in full thereof at the Overdue Rate. Lessor or any other Affected Party, as applicable, agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above that would result in any such Additional Costs, it shall, to the extent not inconsistent with its internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Lessee pursuant to this Section.

(3) Determinations by Lessor or any other Affected Party for purposes of this Section of the effect of any Regulatory Change on its costs of making, funding or maintaining any commitments hereunder or under any Document or on amounts receivable by it hereunder or thereunder or of the additional amounts required to compensate Lessor or any other Affected Party in respect of any Additional Costs shall be set forth in a written notice to Lessee in reasonable detail and shall be presumptively correct (absent manifest error) for all purposes.

(n) Lessee shall pay to any Affected Party, upon the request of any Affected Party, such amount or amounts as shall compensate any Affected Party for any loss (including loss of profit), cost or expense incurred by any Affected Party (as reasonably determined by any Affected Party) as a result of: the termination, in whole or in part, of any Interest Rate Agreement entered into by any Affected Party in connection with the transactions contemplated by the Documents, prior to its anticipated maturity as a result of the occurrence of a Default, the failure of Lessee to exercise its option to renew with respect to all available Renewal Terms, the exercise by Lessee of any of its options pursuant hereto, or any other event giving rise to the repayment of the Lease Balance prior to the anticipated maturity thereof; such compensation to be limited to an amount equal to any loss or expense suffered by any Affected Party during the period from the date of receipt of such repayment to (but excluding) the maturity date of such financing source, if the rate of interest obtainable by such Affected Party upon the redeployment of an amount of funds equal to the amount of such repayment is less than the rate of interest applicable to such financing source, plus any termination or other payments payable by such Affected Party pursuant to any such Interest Rate Agreement (such expense to be referred to as “Breakage Costs”). The determination by any Affected Party of the amount of any such loss or expense shall be set forth in a written notice to Lessee in reasonable detail and shall be presumptively correct, absent manifest error. If such Affected Party maintains its investment therein on a LIBOR basis and any payment of Rent or any other payment hereunder is made on a date other than the scheduled Rent Payment Date applicable thereto (including, without limitation, as a result of acceleration of the obligations hereunder), then Lessee shall pay to Lessor for distribution to such Affected Party, within three (3) Business Days following written demand therefor by such Affected Party, the amount of Breakage Costs actually incurred by such Affected Party in connection therewith. A certificate from such Affected Party as to the calculation of Breakage Costs shall, absent demonstrable error, be presumptively correct.

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(o) So long as no Default occurs, neither Lessor nor any Person authorized by Lessor shall interfere with Lessee’s right to peaceably and quietly possess and use the Equipment during the Term, subject to the terms and provisions of this Agreement.

(p) All payments made under this Agreement by Lessee shall be made as provided in Section 2(b) hereof; provided, however, that indemnity payments made for the benefit of the Participants shall be payable directly to such Participants.

(q) If Lessor is required by the terms hereof to pay to or for the benefit of Lessee any amount received as a refund of any Tax or as insurance proceeds, and a Default has then occurred and is continuing, Lessor shall not be required to pay such amounts unless and until any such Default shall have been cured or waived by Lessor. In addition, if Lessor is required by the terms hereof to cooperate with Lessee in connection with certain matters, such cooperation shall not be required if a Default has then occurred and is continuing. Lessor may set-off against any amount which Lessor is required to pay to Lessee hereunder, any amount then due by Lessee hereunder.

(r) This Agreement may be executed in multiple counterparts, each of which, when taken together, shall constitute a single agreement.

(s) (1) Each of Lessor and Lessee hereby agrees (for itself and its Affiliates) that it will not issue or release for external publication any article or advertising or publicity matter relating to the purchase by Lessor of the Equipment or the lease thereof by Lessor to Lessee without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld).

(2) There is no restriction (either express or implied) on any disclosure or dissemination of the United States Federal income tax structure or aspects of the transactions contemplated by this Agreement or any documents executed in connection herewith. Further, each party hereto acknowledges that it has no proprietary rights to any United States Federal income tax elements of transactions contemplated by this Agreement.

(3) Lessor agrees to use commercially reasonable efforts (equivalent to the efforts Lessor applies to maintaining the confidentiality of similar information regarding its other customers) to maintain as confidential all written confidential information provided to it by Lessee and designated as confidential, for a period of two (2) years following receipt thereof, except that Lessor may disclose such information: (A) to its Affiliates and Persons employed or engaged by Lessor in evaluating, approving, structuring or administering the transaction contemplated hereby; (B) to any bona fide assignee or Participant or potential assignee or Participant that has agreed to comply with the obligation contained in this Section 18(s)(3) (and any such bona fide assignee or Participant or potential assignee or Participant may disclose such information to its Affiliates and Persons employed or engaged by them as described in clause (A) above and/or may disclose such information as described in Clauses (C) through (G) below); (C) as required or requested by any Governmental Authority or reasonably believed by Lessor, any bona fide assignee, Participant or their Affiliates to be compelled by any court decree, subpoena or legal or administrative order or process; (D) as, on the advice of counsel, required by law; (E) in connection with the exercise of any right or remedy under the Documents or in connection with any litigation to which Lessor, any bona fide assignee, Participant or their Affiliates is a party; (F) which becomes public information or otherwise ceases to be confidential through no fault of Lessor, any bona fide assignee or any Participant, severally; or (G) any regulatory authorities having jurisdiction over Lessor, any bona fide assignee, any Participant and/or their Affiliates.

(t) With respect to any representation, warranty, covenant, indemnity or other agreement made to or for the benefit of Lessor, each Affected Party shall be deemed direct beneficiaries of any such representation, warranty, covenant, indemnity or agreement and all rights relating thereto shall inure to the benefit of their respective successors and permitted assigns.

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19. DEFINITIONS:

The following terms when used in this Agreement or in the Schedules shall have the following meanings:

“Additional Collateral” shall have the meaning given such term in Section 13(b)(2) of this Agreement.

“Additional Costs” shall have the meaning given such term in Section 18(m)(2) of this Agreement.

“Adverse Environmental Condition” shall refer to (i) the existence or the continuation of the existence, of an Environmental Emission (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Emission), of, or exposure to, any Contaminant, odor or audible noise in violation of any applicable Environmental Law, at, in, by, from or related to any Equipment or any Additional Collateral, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment or any Additional Collateral in violation of any applicable Environmental Law, or (iii) the violation, or alleged violation, of any Environmental Law connected with any Equipment or any Additional Collateral.

“Affected Party” means each of the following Persons: Lessor, each Participant, each assignee of all or part of Lessor’s or Participant’s interest herein (including through a collateral assignment) after notice thereof to Lessee, and each Affiliate of the foregoing Persons.

“Affiliate” shall refer, with respect to any given Person, to (a) each Person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by, or is under common control with, such Person, or (c) each of such Person’s officers, directors, joint venturers and partners. For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning given such term in the preamble to this Agreement.

“Applicable Laws” means all laws, judgments, decrees, ordinances and regulations and any other governmental rules, orders and determinations and all requirements having the force of law, now or hereafter enacted, made or issued, whether or not presently contemplated, including (without limitation) compliance with all requirements of zoning laws, labor laws and Environmental Laws, compliance with which is required with respect to the Equipment, whether or not such compliance shall require structural, unforeseen or extraordinary changes to any of the Equipment or the operation, occupancy or use thereof.

“AS IS BASIS” shall have the meaning given such term in Section 4(f) of this Agreement.

“Basic Term” shall have the meaning given such term in Annex E to the Schedule.

“Basic Term Commencement Date” shall have the meaning given such term in Section 2(a) of this Agreement.

“Basic Term Rent” shall have the meaning given such term in Annex E to the Schedule.

“Bill of Sale” shall have the meaning given such term in Section 1(b) of this Agreement.

“Breakage Costs” shall have the meaning given such term in Section 18(n) of this Agreement.

“BSA” shall have the meaning given such term in Section 14(i) of this Agreement.

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“Business Day” shall mean any day other than a Saturday, a Sunday, and any day on which banking institutions located in the States of New York or California are authorized by law or other governmental action to close.

“Calculation Date” shall have the meaning given such term in Section 7(b)(2) of this Agreement.

“Capitalized Lessor’s Cost” shall have the meaning given such term in Annex E to the Schedule.

“Casualty Occurrence” shall have the meaning given such term in Section 7(b) of this Agreement.

“Claims” shall have the meaning given such term in Section 12(a) of this Agreement.

“Contaminant” shall refer to those substances which are regulated by or form the basis of liability under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls (“PCBs”), and radioactive substances.

“Contingent Rent” shall mean: (i) if the consolidated revenues of Guarantor, determined in accordance with GAAP, is greater than $3,100,000,000 for any calendar year which begins or ends during the Term, fourteen percent (14%) of the Capitalized Lessor’s Cost of the Equipment; or (ii) if Clause (i) is not applicable, then the cumulative value, for each calendar quarter, starting with the calendar quarter immediately preceding the Basic Term Commencement Date of the first Schedule to be executed under this Agreement, and continuing through the calendar quarter immediately preceding the date which would have been the expiration or termination of the second Renewal Term (whether or not Lessee has exercised its renewal option pursuant to Section 9(d) of this Agreement), of either of the following (whichever results in the larger cumulative value): (a) the product of (x) the annualized change in the Consumer Price Index between the first and last Business Days of any calendar quarter, and (y) the Capitalized Lessor’s Cost of the Equipment; or (b) the increase in consolidated “Income before Income Taxes and Minority Interests” of Guarantor, determined in accordance with GAAP (excluding any restructuring, special charges or effects of changes in accounting principles) and as reported by Guarantor in its SEC filings each quarter, as compared to the previous calendar quarter. Notwithstanding the foregoing, in no event will the aggregate Contingent Rent payable under this Agreement exceed the aggregate Maximum Lessor Risk Amount which is then applicable.

“Credit Agreement” shall mean that certain $500,000,000 Credit Agreement dated as of August 4, 2004, as in effect as of the date of this Agreement, between Guarantor, the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent, J.P. Morgan Securities Inc., as Sole Lead Arranger and Sole Bookrunner, and Comerica Bank, Union Bank of California, N.A., US Bank and Wells Fargo Bank National Association, as Syndication Agents.

“Daily Interest” shall have the meaning given such term in Annex E to the Schedule.

“Default” shall have the meaning given such term in Section 10(a) of this Agreement.

“Documents” shall have the meaning given such term in Section 14(b) of this Agreement.

“Environmental Claim” shall refer to any accusation, allegation, notice of violation, claim, demand, abatement or other order or direction (conditional or otherwise) by any Governmental Authority or any Person for personal injury (including sickness, disease or death), tangible or intangible property damage, damage to the environment or other adverse effects on the environment, or for fines, penalties or restrictions, resulting from or based upon any Adverse Environmental Condition.

“Environmental Emission” shall refer to any actual or threatened release, spill, omission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any of the Equipment or any Additional Collateral, including, without limitation, the movement of any Contaminant or other substance through or in the air, soil, surface water, groundwater, or property.

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“Environmental Law” shall mean any Federal, foreign, state or local law, rule or regulation pertaining to the protection of the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) (42 U.S.C. Section 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 1361 et seq.), and the Occupational Safety and Health Act (19 U.S.C. Section 651 et seq.), as these laws have been amended or supplemented, and any analogous foreign, Federal, state or local statutes, and the regulations promulgated pursuant thereto.

“Environmental Loss” shall mean any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys’ fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment or the Additional Collateral arising out of or related to any Adverse Environmental Condition.

“Equipment” shall mean (i) the equipment and software, if applicable, listed in Annex A to the Schedules, (ii) Parts or components thereof, (iii) ancillary equipment or devices furnished therewith under this Agreement, (iv) all manuals and records (other than rental records) with respect to such Equipment, and (v) all substitutions and replacements of any and all thereof, including, but not limited to, any permitted replacement equipment which may from time to time be substituted, pursuant to Sections 4(f) or 7(b)(1) hereof, for the Equipment leased hereunder; together in each case with any and all Parts permanently incorporated or installed in or attached thereto or any and all Parts temporarily removed therefrom. Except as otherwise set forth herein, at such time as replacement equipment shall be so substituted and leased hereunder, such replaced item of Equipment shall cease to be Equipment hereunder.

“Equipment Location” shall mean all locations owned or operated by Lessee and/or its Affiliates within the County and State specified on Annex A to this Agreement.

“Event” shall have the meaning given such term in Section 10(a)(9) of this Agreement.

“Excess Amount” shall have the meaning given such term in Section 9(b)(3) of this Agreement.

“Extension Term” shall have the meaning given such term in Section 9(c) of this Agreement.

“Extension Term Rate” shall mean that rate per annum equal to the sum of five hundred fifty (550) basis points over the one (1) year Treasury Note swap rate in effect as of the date of determination.

“Governmental Authority” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator.

“Guarantor” shall have the meaning given such term in Section 1(b) of this Agreement.

“Guaranty” shall have the meaning given such term in Section 1(b) of this Agreement.

“Indemnified Amounts” shall have the meaning given such term in Section 12(a) of this Agreement.

“Indemnified Party” shall have the meaning given such term in Section 12(a) of this Agreement.

“Interest Component” shall have the meaning given such term in Annex E to the Schedule.

“Interest Rate” shall have the meaning given such term in Annex E to the Schedule.

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“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, match funding or other similar agreement or arrangement as to which such Person is a party or a beneficiary.

“Last Delivery Date” shall have the meaning given such term in Annex E to the Schedule.

“Lease Balance” shall have the meaning given such term in Annex E to the Schedule.

“Lessee” shall have the meaning given such term in the preamble to this Agreement.

“Lessor” shall have the meaning given such term in the preamble to this Agreement.

“Lessor’s Lien” shall mean any Lien affecting the Equipment or any part thereof arising as a result of (i) any claim against Lessor not related to the transactions contemplated by this Agreement; (ii) any affirmative act of Lessor not expressly contemplated by this Agreement or not permitted without consent (which consent has not been granted) by Lessee or that is in violation of any term of this Agreement or not taken as a result of the occurrence and continuance of a Default as permitted by this Agreement; or (iii) taxes imposed against Lessor or the consolidated group of taxpayers of which it is a member which are not to be indemnified against by Lessee under this Agreement; provided, however, that there shall be excluded from this definition and no Lessor’s Lien shall exist if such Lien is being diligently contested in good faith so long as neither such proceedings nor Lien involves a material danger of the sale, forfeiture or loss of the Equipment or adversely affects Lessee’s rights under this Agreement.

“Lien” shall mean any mortgage, chattel mortgage, pledge, lien, charge, encumbrance, lease, exercise of rights, security interest, lease in the nature of a security interest, statutory right in rem, or claim of any kind, including any thereof arising under any conditional sale agreement, equipment trust agreement or title retention agreement.

“Material Adverse Effect” shall have the meaning given such term in Section 14(e) of this Agreement.

“Maximum Lawful Rate” shall have the meaning given such term in Section 13(c) of this Agreement.

“Maximum Lessee Risk Amount” shall have the meaning given such term in Annex E to the Schedule.

“Maximum Lessor Risk Amount” shall have the meaning given such term in Annex E to the Schedule.

“Net Sales Proceeds” shall have the meaning given such term in Section 9(b)(2) of this Agreement.

“New Equipment” shall have the meaning given such term in Section 1(b) of this Agreement.

“OFAC” shall have the meaning given such term in Section 14(i) of this Agreement.

“Overdue Rate” shall have the meaning given such term in Section 18(j) of this Agreement.

“Participant” shall have the meaning given such term in Section 11(c) of this Agreement.

“Parts” shall mean all appliances, components, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature which may now or from time to time be incorporated or installed in or attached to, or were provided by the manufacturer with, the Equipment, including after temporary removal from such Equipment.

“Payment Date” shall have the meaning given such term in Section 7(b) of this Agreement.

“Permitted Lien” shall mean (i) the rights of Lessor and Lessee as herein provided, (ii) Lessor’s Liens, (iii) Liens for taxes either not yet due or being diligently contested in good faith by appropriate

25

proceedings and so long as adequate reserves are maintained with respect to such Liens and available to Lessee for the payment of such taxes and only so long as neither such proceedings nor such Liens involve any material danger of the sale, forfeiture, loss or loss of use of the Equipment or any part thereof, or any interest of Lessor or any risk of criminal liability of Lessor or any other Affected Party and Lessee has given Lessor prior written notice of Lessee’s intent to contest any such taxes and Lessee has agreed to indemnify Lessor and each other Affected Party for any and all costs and expenses (including, without limitation reasonable attorneys’ fees) which Lessor or any other Affected Party may incur as a result of such contest, (iv) inchoate materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, or other like inchoate Liens arising in the ordinary course of Lessee’s business for sums either not delinquent or being diligently contested in good faith and only so long as neither such proceedings nor any such Liens involve any material danger of the sale, forfeiture, loss or loss of use of the Equipment, the Additional Collateral, or any part thereof, or any interest of Lessor and each other Affected Party therein or any material risk of material civil liability and further provided that adequate reserves are maintained with respect to such Liens and provided that Lessee has given Lessor written notice thereof, (v) the rights of others under agreements or arrangements to the extent expressly permitted under this Agreement, (vi) Liens arising out of any judgment or award against Lessee with respect to which at the time an appeal or proceeding for review is being prosecuted in good faith by appropriate proceedings diligently conducted and with respect to which there shall have been secured a stay of execution pending such appeal or proceeding for review and so long as adequate reserves are available to the Lessee for the payment of such obligations and there is no material danger of sale, forfeiture, loss, or loss of use of the Equipment or any Additional Collateral or material risk of material civil liability and Lessee shall have given Lessor written notice thereof, and (vii) any Lien against which the Lessee causes to be provided a bond in such amount and under such terms and conditions as are reasonably satisfactory to Lessor.

“Person” shall include any individual, partnership, corporation, trust, unincorporated organization, government or department or agency thereof and any other entity.

“Principal Component” shall have the meaning given such term in Annex E to the Schedule.

“Regulatory Change” means any change after the date hereof in any Federal, state or foreign law or regulation (including Regulation D of the Federal Reserve Board) or the adoption or making after such date of any interpretation, directive or request under any Federal, state or foreign law or regulation (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof that, in each case, is applicable to any Affected Party.

“Related Costs” means any Additional Costs, Breakage Costs or other indemnities or costs required to be paid to any Affected Party in connection with or as a result of the relevant action under this Agreement.

“Renewal Term” shall mean a period of four (4) consecutive quarters.

“Rent” shall have the meaning given such term in Section 2(a) of this Agreement.

“Rent Payment Date” shall have the meaning given such term in Annex E to the Schedule.

“Rent Payment Period” shall have the meaning given such term in Annex E to the Schedule.

“Replacement Item” shall have the meaning given such term in Section 4(f) of this Agreement.

“Schedule” shall have the meaning given such term in Section 1(a) of this Agreement.

“SEC” shall mean the Securities & Exchange Commission.

“Stock” shall mean the issued and outstanding capital stock having ordinary voting powers, membership interests or similar equity interests of any Person.

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“Sublease” shall have the meaning given such term in Section 11(a) of this Agreement.

“Subsidiary” means, with respect to any Person, a corporation, limited liability company, partnership or other entity of which such Person and/or its other subsidiaries own, directly or indirectly, more than fifty percent (50%) of the Stock.

“Substituted Item” shall have the meaning given such term in Section 4(f) of this Agreement.

“Syndication” shall have the meaning given such term in Section 11(c) of this Agreement.

“Taxes” shall have the meaning given such term in Section 3(a) of this Agreement.

“Term” shall have the meaning given such term in Section 2(a) of this Agreement.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as enacted in any applicable jurisdiction.

Rules of Construction. Unless otherwise specified, references in any Document or any of the Appendices thereto to a Section, subsection or clause refer to such Section, subsection or clause as contained in such Document. The words “herein,” “hereof” and “hereunder” and other words of similar import used in any Document refer to such Document as a whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in such Document or any such annex, exhibit or schedule. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Documents) or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Lessee and Lessor have caused this Master Lease Financing Agreement to be executed by their duly authorized representatives as of the date first above written.

LESSOR:		LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION,		FIRST AMERICAN TITLE INSURANCE
FOR ITSELF AND AS AGENT FOR CERTAIN		COMPANY
PARTICIPANTS
By:	/s/ Peter DiBiasi	By:	/s/ William G. Ergas
Name:	Peter DiBiasi	Name:	William G. Ergas
Title:	Duly Authorized Signatory	Title:	VP/Treasurer

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SCHEDULE A

State	Physical Addresses
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CONNECTICUT	185 Asylum Street, Cityplace II, Hartford, CT 06103
FLORIDA	1983 Centre Point Blvd., Tallahassee FL 32308
FLORIDA	2075 Centre Point Blvd. Tallahassee FL 32308
FLORIDA	7360 Bryan Dairy Rd.,Ste.200;Largo,FL
FLORIDA	1555 Kingsley Avenue, Ste 302;Orange Park,FL 32073
FLORIDA	3563 Phillips Hwy,Bldg E,Ste 504;Jacksonville, FL 32207
FLORIDA	11240 Park Blvd;Seminole, Fl 33772
FLORIDA	13903 Carrollwood Village Run;Tampa,FL 33624
FLORIDA	1395 Oakfield Dr.; Brandon FL 33511
FLORIDA	14100 Walsingham Rd,Ste 14;Largo, FL 33774
FLORIDA	2469 Sunset Point Rd;Ste 100;Clearwater,FL 33765
FLORIDA	26240 Wesley Chapel Blvd;Lutz,Fl 33559
FLORIDA	3209 Tampa Rd;Palm Harbor, FL 34684
FLORIDA	7292 4th St North,Ste A;St. Petersburg,FL 33702
FLORIDA	7360 Bryan Dairy Road, Suite 225 Largo FL 33777
FLORIDA	8905 Regents Park Dr,Ste 230;Tampa, FL 33647
FLORIDA	1041 US Hwy 41 Bypass South;Venice,FL 34292
FLORIDA	10910 SR 70 East, Ste 101;Bradenton,Fl 34202
FLORIDA	1824 59th St West;Bradenton, FL 34209
FLORIDA	4141 S. Tamiami Trail,Ste 1;Sarasota, FL 34231
FLORIDA	1931 Tamiami Trail,Unit 7;Pt. Charlotte,FL 33948
FLORIDA	3013 Del Prado Blvd,Ste 6;Cape Coral,FL 33904
FLORIDA	3411 Bonita Beach Rd, Ste 302;Bonita Springs,FL 34134
FLORIDA	4964 Tamiami Trail No. Naples FL 34103
FLORIDA	5000 Tamiami Trail North;Naples, FL 34103
FLORIDA	8931 Conference Dr,Ste 6;Ft. Myers,FL 33919
FLORIDA	158 US Hwy 98, Eastpoint, Florida 32328
FLORIDA	10935 SE 177th Place,Ste 302; Summerfield, FL 34491
FLORIDA	213 Courthouse Sq.;Inverness, FL 34450
FLORIDA	216 NE 1st Ave Ocala FL 34470
FLORIDA	300 North Marion St.;Lake City, FL 32055
FLORIDA	109 N 2nd Street; Ft. Pierce, FL 34950
FLORIDA	11440 N Kendall Dr,Suite 403;Miami, FL 33176
FLORIDA	1801 Centre Park Dr,Ste 150;West Palm Beach,Fl 33401
FLORIDA	1851 NW 125th Ave,Ste 200;Pembroke Pines,FL 33028
FLORIDA	1949 N University Dr.; Coral Springs, FL 33071
FLORIDA	201 SW Pt. St. Lucie Blvd, Ste. 205; Port St. Lucie, FL 34984

State	Physical Addresses
FLORIDA	2048 E. Sample Rd. Lighthouse Point, FL 33064
FLORIDA	2080 W.Indiantown Rd,Ste 200;Jupiter, FL 33458
FLORIDA	5481 N.E. St.James Blvd;Pt. St Lucie,FL 34983
FLORIDA	729 S. Federal Hwy, Suite 103; Stuart, FL 34994
FLORIDA	12780 Waterford Lakes Pkwy,Ste 135; Orlando,FL 32828
FLORIDA	1560 Orange Ave, Ste 450;Orlando, FL
FLORIDA	1768 Park Center Dr,Suite 240;Orlando, FL 32835
FLORIDA	2001 9th Ave, Ste 108;Vero Beach, FL 32960
FLORIDA	2020 N Highway A1A,Ste 110;Indian Harbor,FL 32937
FLORIDA	206 W. Oak Street,Suite B,Kissimmee,FL 34741
FLORIDA	314 Ave K,SE; Winter Haven, FL 33880
FLORIDA	841 Douglas Ave.Ste 100;Altamonte Springs,FL 32714
FLORIDA	870 S. Sun Drive Ste 1072;Lake Mary, FL 32746
FLORIDA	990 B US Hwy 1; Sebastian, FL 32958
FLORIDA	11-A W. 23rd St;Panama City,FL 32405
FLORIDA	1308 W. North Blvd.;Leesburg, FL 34748
FLORIDA	1343 Brickyard Road, Suite A; Chipley, FL 32428
FLORIDA	150 Warren Circle Ste. 3, Jacksonville, FL 32259
FLORIDA	1930 North Donnelly Street;Mt. Dora, FL 32757
FLORIDA	2065 Airport Blvd,Ste 200;Pensacola,Fl 32504
FLORIDA	220 St Johns Ave.;Palatka, FL 32177
FLORIDA	24 S. 5th Street Fernandina Beach FL 32034
FLORIDA	2518 Hwy 77,Ste A;Lynn Haven,FL 32444
FLORIDA	3514 S. Atlantic Ave;New Smyrna Beach,FL 32169
FLORIDA	429 S. Tyndall Pkwy,Suite D;Callaway,FL 32404
FLORIDA	555 West Granada Blvd.Ste H-12 Ormond Bch,FL 32174
FLORIDA	619 E. Nelson Ave.;Defuniak Sprgs,FL 32433
FLORIDA	625 N. Eglin Pkwy; Ft. Walton Beach, FL 32547
FLORIDA	6921 Navarre Pkwy;Navarre, fL 32566
FLORIDA	710 Third Ave,Unit 1,2&3;New Smyrna, FL 32169
FLORIDA	730 Bayfront Pkwy;Pensacola,Fl 32502-6251
FLORIDA	733 Dunlawton Ave,Ste 1A;Pt Orange,Fl 32127
FLORIDA	8128 Front Beach Rd,Ste A;Panama City,Fl 32405
FLORIDA	813 Deltona Blvd.,Ste A;Deltona, FL 32725
FLORIDA	93 Orange Street; St. Augustine, FL 32084
FLORIDA	9440 Phillips Hwy, Ste 7;Jacksonville, FL 32256
FLORIDA	2233 Lee Rd.,Ste 101, Winter Park, FL 32789
FLORIDA	2101 Park Center Drive, Suite 100 Orlando FL 32835
FLORIDA	7340 Bryan Dairy Road, Suite 200 Largo FL 33777
FLORIDA	4477 Legendary Drive,Ste 101;Destin, FL 32541
FLORIDA	1001 E Business Hwy 98; Panama City, FL 32401
FLORIDA	13450 W Sunrise Blvd #300; Sunrise, FL 33323
FLORIDA	14400 NW 77th Ct #301; Miami Lakes, FL 33016
FLORIDA	1802 Broadway; Ft. Myers, FL 33901
FLORIDA	211-B N Amelia Ave; Deland, FL 32724

2

State	Physical Addresses
FLORIDA	215 SE 2nd Ave; Gainesville, FL 32601
FLORIDA	2233 Lee Road #110,101,210; Winter Park, FL 32789
FLORIDA	2620 S Tamiami Trail #300; Sarasota, FL 34239
FLORIDA	3233 Commerce Place #A; West Palm Beach, FL 33407
FLORIDA	3465 Bonita Bch.Rd.#118; Bonita Beach, FL 34134
FLORIDA	416 Ash St; Fernandina Beach, FL 32034
FLORIDA	4586 E Hwy 20; Niceville, FL 32578
FLORIDA	7360 Bryan Dairy Road #225; Largo, FL 33777
FLORIDA	2211 Lee Rd.,Ste 211;Winter Park, FL 32789
FLORIDA	19 Old Kings Rd. North,Ste C105; Palm Coast,FL 32137
FLORIDA	25400 US Hwy 19 N #135, Clearwater, FL 33763
FLORIDA	1648 Periwinkle Way,Ste A; Sanibel Island, FL 33957
FLORIDA	24520 Production Circle,Ste 4;Bonita Springs, FL 34135
FLORIDA	9311 College Parkway,Ste 2; Ft. Myers, FL 33919
ALABAMA	300 Office Park Dr,Ste 175;Birmingham, Al 35223
GEORGIA	5775 Glendridge Dr. NE,Ste A200;Altanta,GA 30326
INDIANA	3602 Northgate Court,Ste 27;New Albany, IN 47150
KENTUCKY	10350 Ormsby Park Place,Ste 105;Louisville,KY 40223
KENTUCKY	1240 Ashley Circle;Bowling Green, KY 42104
KENTUCKY	530 Frederica St;Owensboro, KY 42301
KENTUCKY	800 East High Street;Lexington, KY 40502
KENTUCKY	100 Fountain Ave;Paducah, KY 42001
KENTUCKY	2220 Grand View Drive Ft Mitchell KY 41017
KENTUCKY	9600 Brownsboro Rd,Ste 304;Louisville, KY 40241
LOUISIANA	510 Bienville Street New Orleans LA 70130
MISSISSIPPI	1675 Lakeland Dr,Riverhill Tower, 1st Floor Jackson MS 39216
N CAROLINA	629 Green Valley Rd,Ste 212;Greensboro, NC 27408
PUERTO RICO	268 Ponce De Leon Ave., San Juan Puerto Rico
S CAROLINA	200 Ceter Point Circle,Ste 250;Columbia,SC 29210
TENNESSEE	303 Centre Ave,Ste C;Dickson, TN 37055
TENNESSEE	501 Corporate Center Dr,Ste 100;Franklin, TN 37067
TENNESSEE	606 W. Main St;Ste 250;Knoxville, TN 37902
TENNESSEE	6077 Primacy Parkway, Ste 100 Memphis TN 38119
TENNESSEE	6086 Shallowford Rd,Ste 102;Chattanooga, TN
TENNESSEE	Six Cadillac Dr,Ste 190;Brentwood, TN 37027
TENNESSEE	185 North Main St,Ste 101;Collierville,TN 38017
TENNESSEE	6465 Quail Hollow,Ste 300;Memphis, TN 38120
ILLINOIS	30 N. LaSalle Street, Suite 31, Chicago, IL 60602
ILLINOIS	27775 Diehl Rd. Warrenville, IL 60555
MASSACHUSETTS	The Prudential Center, 101 Huntington Avenue, Boston, MA 02199
MINNESOTA	7777 Washington Avenue South Edina, MN 55439
MISSOURI	12360 Manchester Rd., Suite 100 St. Louis, MO 63131
NEW MEXICO	2601 Louisiana Blvd NE/ Albuquerque NM 87110
NEW MEXICO	220 Otero Drawer S/ Santa Fe NM 87501
NEW MEXICO	528 Don Gaspar Avenue/ Santa Fe NM 87501

3

State	Physical Addresses
NEW MEXICO	3569 Zafarano/ Santa Fe NM 87505
NEW MEXICO	3600 Rodeo Lane Ste.A-1/ Santa Fe NM 87507
NEW MEXICO	2601 Louisiana Blvd NE/ Albuquerque NM 87110
PENNSYLVANIA	The Atrium Building, 234 Mall Boulevard, King of Prussia, PA 19406
TEXAS	1500 S Dairy Ashford/ Houston TX 77077
TEXAS	2703 S Hwy 6 / Houston, TX 77082
TEXAS	10801-2 Mopac N Ste.410/ Austin, TX 78759
TEXAS	1234 Lake Shore Dr Ste.750-D/ Coppel, TX 75019
TEXAS	16770 Park Row Ste 120/ Houston, TX 77084
TEXAS	823 E Nakoma Ste.98 / San Antonio, TX 78216
TEXAS	2711 LBJ Frwy Ste.650 / Dallas, TX 75234
TEXAS	521 N Sam Houston Pkwy E Ste.425/ Houston, TX 77060
TEXAS	201 Main Street Ste 600/ Ft. Worth TX 76102
TEXAS	801 N El Paso Street/ El Paso TX 79902
TEXAS	2200 Lee Trevino Ste A-4/ El Paso Tx 79936
TEXAS	9101 Dyer Street/ El Paso Tx 79924
TEXAS	2267 Trawood Ste E4/ El Paso TX 79935
TEXAS	1397 Dominion Plaza/ Tyler, TX 75703
TEXAS	4518 Everhart Rd/ Corpus Christi TX 78411
TEXAS	200 S Alister/ Port Aransas TX 78373
TEXAS	904 Memorial Parkway Ste B/ Portland TX 78374
TEXAS	5306 Holly Ste B/ Corpus Christi TX 78411
TEXAS	14617 S. Padre Island Dr./ Corpus Christi TX 78418
TEXAS	201 Main Street Ste 900/ Ft. Worth TX 76102
TEXAS	251 SW Wilshire Blvd Ste.115/ Burleson, TX 76028
TEXAS	602 Grapevine Hwy/ Hurst, TX 76054
TEXAS	2718 S. Hullen Ste.210/ Ft. Worth TX 76109
TEXAS	4722 Little Rd/ Arlington, TX 76017
TEXAS	1100 Dallas Drive Ste.112/ Denton, TX 76205
TEXAS	1280 S. Why 377/ Pilot Point TX 76258
TEXAS	3634 Long Prairie Rd Ste.116/ Flower Mound TX 75022
TEXAS	9110 IH-10 W #150/ San Antonio TX 78230
TEXAS	12400 Hwy 281 N Ste.300/ San Antonio TX 78216
TEXAS	4917 FM 3009/ Schertz, TX 78154
TEXAS	1919 NW Loop 410 Ste.200/ San Antonio TX 78213
TEXAS	228 S Seguin Street/ New Braunfels TX 78130
TEXAS	202 N Camp #110/ Seguin TX 78155
TEXAS	6454 N New Braunfels/ San Antonio TX 78209
TEXAS	18720 Stone Oak Pkwy #201/ San Antonio TX 78258
TEXAS	8300 N Mopac Ste.150/ Austin TX 78759
TEXAS	1221 South Mopac Ste 150/ Austin TX 78746
TEXAS	10920 Lakeline Mall Drive Ste.200/ Austin TX 78717
TEXAS	2120 North Mays Ste.450/ Round Rock TX 78664
TEXAS	1913 Ranch Road 620 South #101/ Austin TX 78734
TEXAS	20503 Dawn Drive/ Lago Vista TX 78645

4

State	Physical Addresses
TEXAS	3834 Spicewood Springs Road/ Austin TX 78759
TEXAS	115 W 9th Street/ Georgetown TX 78626
TEXAS	1900 FM 967 Ste.A/ Buda TX 78610
TEXAS	2050-A East Hwy 290/ Dripping Springs TX 78620
TEXAS	2520 Research Forest Drive Ste.110/ The Woodlands TX 77381
TEXAS	9800 Centre Parkway Ste.100/ Houston TX 77036
TEXAS	4550 FM 1960 W/ Houston TX 77069
TEXAS	16010 Barkers Point Ln Ste.200/ Houston TX 77079
TEXAS	520 Post Oak Blve Ste.100/ Houston TX 77027
TEXAS	3411 Richmond Ave Ste.110/Houston TX 77046
TEXAS	8201 Cypresswood Ste.101/ Spring TX 77379
TEXAS	4443 Town Center Place/ Kingwood TX 77339
TEXAS	3205 West Davis Bldg B100/ Conroe TX 77301
TEXAS	1305 FM 359/ Richmond TX 77469
TEXAS	2205 Williams Trace Blvd Ste.101/ Sugar Land TX 77478
TEXAS	14011 Park Drive Ste.114/ Tomball TX 77375
UTAH	330 EAST 400 SOUTH, Utah
VIRGINIA	3859 Centerview Drive, Suite 300, Chantilly, VA 20151-3232
WASHINGTON	40 E Trent Ave, Spokane, WA 99202
WASHINGTON	N. 1020 Washington, Spokane, WA 99201
WASHINGTON	N. 7407 Division Street, #A, Spokane, WA 99208 (North Office)
WASHINGTON	E. 12209 Mission Avenue, #3, Spokane, WA 99206 (Valley Office)
WASHINGTON	215 N Commercial St, Bellingham, WA 98225
WASHINGTON	1014 Main St, Vancouver, WA 98660
WASHINGTON	16701 SE McGillivray Blvd, #100,Vancouver, WA 98683 (Fishers Landing)
WASHINGTON	7710 NE Greenwood Dr, Vancouver, WA 98662 (Van Mal)
WASHINGTON	2103 NE 129th St, #100, Vancouver WA 98686 (Salmon Creek)
WASHINGTON	4200 - 6th Ave., #201, Lacey, WA 98503
WASHINGTON	215 W Railroad Ave, Shelton, WA 98584
WASHINGTON	3888 NW Randall Way, Silverdale, WA 98383
WASHINGTON	1050 Hilderbrand Lane NE #102, Bainbridge Island, WA 98110
WASHINGTON	3311 Bethel Rd SE, Port Orchard, WA 98366
WASHINGTON	645 - 4th Street, #201, Bremerton, WA 98337
WASHINGTON	1006 W Robert Bush Dr, South Bend, WA 98586
WASHINGTON	120 N. Naches Ave., Yakima, WA 98901
WASHINGTON	4001 Summitview Ave, #2D, Yakima, WA 98908
WASHINGTON	16 South Mission, Wenatchee, WA 98801
WASHINGTON	220 Johnson Ave., #A, Chelan, WA 98816-9160
WASHINGTON	940 Highway 2, #F, Leavenworth, WA 98826
WASHINGTON	2917 Pacific Ave, Everett, WA 98201
WASHINGTON	19400 33rd Ave W, #100 & #101Lynnwood, WA 98036
WASHINGTON	601 State Ave, Marysville, WA 98270
WASHINGTON	22232 17th Ave SE, #305, Bothell, WA 98021
WASHINGTON	210 5th Ave S, #206, Edmonds, WA 98020
WASHINGTON	3866 S 74th St, Tacoma, WA 98409

5

State	Physical Addresses
WASHINGTON	5620 112th St E, #126, Puyallup, WA 98373
WASHINGTON	5775 Soundview Dr NW, #201C, Gig Harbor, WA 98335
WASHINGTON	3911 - 9th Street SW, Puyallup, WA 98373 (Gateway)
WASHINGTON	2101 4th Ave, #800, Seattle, WA 98121
WASHINGTON	13010 NE 20th St, #A, Bellevue, WA 98005
WASHINGTON	33600 6th Ave S, #105, Federal Way, WA 98003
WASHINGTON	9750 3rd Ave NE, #125, Seattle, WA 98115
WASHINGTON	24105 SE Kent-Kangley Rd, Maple Valley, WA 98038
WASHINGTON	401 Parkplace Center, Kirkland, WA 98033
WASHINGTON	830 6th St. S, Kirkland, WA 98033 (@ REMAX office)
WYOMING	120 N Center, Casper, WY 82601
WYOMING	424 S Elm Street, Lusk, WY 82225
WYOMING	961 Gilchrist St, Wheatland, WY 82201
WYOMING	120 N Center, Casper, WY 82601
CALIFORNIA	1004 W. Taft Ave., Orange, CA 92865, 321 Warren Ave., Fremont, CA 94539, 7502 Lakewood Drive West, Suite C, Lakewood, WA 98499
COLORADO	9221 Lake Sparrow Drive,Highlands Ranch, CO 80126
CALIFORNIA	3 First American Way,Santa Ana, CA 92707
CALIFORNIA	4416 Willow Glen Court,Concord, CA 94521
CALIFORNIA	5451 Avenida Encinas, Suite H,Carlsbad, CA 92008
MINNESOTA	International Plaza,7900 International Dr., Suite 500,Bloomington, MN 55425
CALIFORNIA	1 First American Way,Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
TENNESSEE	11121 Kingston Pike, Suites B, D, E & F Knoxville, TN 37922
TENNESSEE	500 West Summit Hill Drive Knoxville, TN 37902
TENNESSEE	166-D Market Place Boulevard Knoxville, TN 37922
TENNESSEE	1225 Weisgarber Road Knoxville, TN 37909
ARIZONA	2213 Stockton Hill Rd, Kingman
ARIZONA	2340 Highway 95, Bullhead City
ARIZONA	5635 Highway 95, Bullhead City
ARIZONA	72 S. Lake Havasu Ave, Lake Havasu City
ARIZONA	105 West 16th Street, Yuma
ARIZONA	106 Roadrunner Drive, Sedona
ARIZONA	1578 N. Highway 89, Chino Valley
ARIZONA	1684 E. Wht. Mtn. Blvd., Pinetop
ARIZONA	1729 N Trekell Rd, Casa Grande
ARIZONA	1801 W. Deuce of Clubs, Show Low
ARIZONA	2101 N. Fourth St., Flagstaff
ARIZONA	2115 U.S. Highway 60 , Miami
ARIZONA	2841 E. Highway 260, Overgaard
ARIZONA	288 N. Ironwood, Apache Junction
ARIZONA	300 W. Third St., Winslow
ARIZONA	403 N. Agassiz, Flagstaff
ARIZONA	404 E. Main St, Springerville
ARIZONA	600 West Gurley Street, Prescott

6

State	Physical Addresses
ARIZONA	610 E. Highway 260, Payson
ARIZONA	6877 Kings Ranch Rd., Gold Canyon
ARIZONA	7750 E. Florentine Road, Prescott Valley
ARIZONA	813 Cove Parkway, Cottonwood
ARIZONA	862 Vista, Page
ARIZONA	Old Stone House, Hwy 87, Pine
CALIFORNIA	2089 Rose St., Berkeley, CA 94709
CALIFORNIA	2687 Castro Valley Blvd., Castro Valley, CA 94546
CALIFORNIA	6665 Owens Drive, Pleasanton, CA 94588
CALIFORNIA	39650 Liberty St., Fremont, CA
CALIFORNIA	871A Island Drive, Alameda, CA
CALIFORNIA	4900 Hopyard Rd., #250 Pleasanton, CA 94588
CALIFORNIA	900 Main Street, Suite 200, Pleasanton, CA 94566
CALIFORNIA	6681 Owens Drive, Pleasanton, CA 94588
CALIFORNIA	431 Florence St., Suite 100/200, Palo Alto, CA
CALIFORNIA	264 Saratoga Ave., Los Gatos, CA
CALIFORNIA	17015 Walnut Grove Dr., Morgan Hill, CA
CALIFORNIA	12772 Saratoga Rd., Saratoga, CA
CALIFORNIA	12880 Saratoga-Sunnyvale Road., Suite G, Saratoga, CA
CALIFORNIA	1702 “J” Meridian Ave., San Jose, CA
CALIFORNIA	1845 Hamilton Ave., San Jose, CA
CALIFORNIA	2110 S. Bascom Ave., Campbell, CA
CALIFORNIA	2990 E. Capital Expressway, San Jose, CA
CALIFORNIA	20545 Valley Green Drive, Cupertino, CA
CALIFORNIA	496 First St., Los Altos, CA
CALIFORNIA	161 S. San Antonio Road, Suite 5, 6A, 10, Los Altos, CA
CALIFORNIA	1096 Blossom Hill Rd., San Jose, CA
CALIFORNIA	2075 Bering Drive #L, San Jose, CA
CALIFORNIA	1737 Nort First St., Suite 100, 400, 500, San Jose, CA 95112
CALIFORNIA	5829 Lone Tree Way, Suite H, Antioch, CA
CALIFORNIA	1850 Mt. Diablo Blvd., #100, 106, 300, 330, Walnut Creek, CA 94596
CALIFORNIA	8 Camino Encinas Suite 120, Orinda, CA 94563
CALIFORNIA	588 San Ramon Valley Blvd., Suite 202, Danville, CA 94526
CALIFORNIA	3220 Blume Dr. Suite 260, Richmond, CA 94806
CALIFORNIA	1355 Willow Way, #100, #101, #115, Concord, CA 94520
CALIFORNIA	395 Hartz Ave., Danville, CA 94526
CALIFORNIA	1181 Central Blvd., Brentwood, CA
CALIFORNIA	1111 Civic Drive, Suite 275, Walnut Creek, CA
CALIFORNIA	2333 San Ramon Blvd., San Ramon, CA
CALIFORNIA	3201 Danville Blvd., Suite#190, #170, Alamo, CA
CALIFORNIA	2401 Shadelands Drive Suite#130, #150, Walnut Creek, CA 94598
CALIFORNIA	2300 Boynton Ave., Fairfield, CA
CALIFORNIA	785 Alamo Drive., Suite 180, Vacaville, CA
CALIFORNIA	601 First St., Suite 200, Benicia, CA
CALIFORNIA	932 Admiral Callaghan Lane, Vallejo, CA

7

State	Physical Addresses
CALIFORNIA	1000 Detroit Ave., #L, Concord, CA
CALIFORNIA	1386 Leadhill Blvd., Suite 100, Roseville, CA
CALIFORNIA	601 Main Street, P.O. Box 3039, Chico, CA 95928
CALIFORNIA	2295 Feather River Blvd, Suite A, P.O. Box 1068, Oroville, CA 95965
CALIFORNIA	7084 Skyway, Paradise, CA 95969
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	26440 La Alameda # 250 Mission Viejo, CA 92691
CALIFORNIA	2100 W Orangewood #100, Orange, CA 92868
CALIFORNIA	2112 E Fourth St. #100, Santa Ana, CA 92705
CALIFORNIA	1403 N Tustin Ave#300, Santa Ana CA 92705
CALIFORNIA	1386 Lead Hill Blvd #100 Roseville 95661
CALIFORNIA	2 Salinas St., Salinas, CA 93906
CALIFORNIA	Northeast Corner of 8th Avenue and Dolores Street, Carmel-by-the-sea, CA 93921
CALIFORNIA	300 Bonifacio Place #3, Monterey, CA 93942
CALIFORNIA	3855 Via Nona Marie Suite 100, Carmel, CA 93923
CALIFORNIA	1628 North Main St., Salinas, CA 93906
CALIFORNIA	60 West Market St. Suite 140, Salinas, CA 93901
CALIFORNIA	3625 14 St. Riverside CA 92501
CALIFORNIA	3292 E Florida #C, Hemet CA 92544
CALIFORNIA	44901 Village Ct A, Palm Desert, CA 92260
CALIFORNIA	400 South El Cielo #F, Palm Springs, CA 92262
CALIFORNIA	41690 Enterprise Circle North # 102 Temecula CA 92262
CALIFORNIA	2111 Atlanta Ave #100, Riverside CA 92507
CALIFORNIA	1386 Lead Hill Blvd #100 Roseville 95661
CALIFORNIA	323 Court St, San Bernardino CA 92401
CALIFORNIA	42173 1/2 Big Bear Lake #E, Big Bear Lake CA 92315
CALIFORNIA	10681 Foothill #310, Rancho Cucamonga CA 91730
CALIFORNIA	12640 Hesperia #D Victorville CA 92392
CALIFORNIA	57370 29 Palms #101 Yucca Valley CA 92284
CALIFORNIA	935 S Mt Vernon #110 Colton CA 92324
CALIFORNIA	411 Ivy St, San Diego CA 92101
CALIFORNIA	4382 Bonita Rd Bonita CA 91902
CALIFORNIA	16796 Bernardo Center Dr San Diego CA 92128
CALIFORNIA	11512 El Camino Real #250 San Diego CA 92130
CALIFORNIA	12235 El Camino Rweal #130 San Diego CA 92130
CALIFORNIA	965 S Santa Fe Vista CA 92083
CALIFORNIA	3750 Convoy St, San Diego CA 92111
CALIFORNIA	1660 Hotel Circle North # 321, San Diego CA 92108
CALIFORNIA	899 Pacific St San Luis Obispo 93401
CALIFORNIA	1021 South El Camino Real, San Mateo, CA 94402
CALIFORNIA	1140 Chapin-BG Ave., Suite 350, Burlingame, CA 94010
CALIFORNIA	800 El Camino Real, Suite 175, Menlo Park, CA
CALIFORNIA	2171 Junipero Serra Blvd.,
CALIFORNIA	1730 S. El Camino Real, 3rd Floor, Ste. A, San Mateo, CA 94402
CALIFORNIA	555 Marshall St., Redwood City, CA 94063

8

State	Physical Addresses
CALIFORNIA	3780 State St Santa Barbara 93105
CALIFORNIA	330 Soquel Ave., Santa Cruz, CA 95062
CALIFORNIA	1937 Main St., Watsonville, CA 95076
CALIFORNIA	4450 Capitola Road, Capitola, CA
CALIFORNIA	2425 Porter St., Suite 5, Soquel, CA 95073
CALIFORNIA	8035 Soquel Drive, Aptos, CA 95003
CALIFORNIA	3600 Glen Canyon Drive, Scotts Valley, CA
CALIFORNIA	1600 West St Redding 96001
CALIFORNIA	3333 Mendocino Ave., Suite 100, Santa Rosa, CA 95403
CALIFORNIA	9025 Old Redwood Hwy., Suite E, Windsor, CA 95492
CALIFORNIA	16316 Suite C Main St., Guerneville, CA 95446
CALIFORNIA	101 2nd St., Petaluma, CA
CALIFORNIA	6050 Commerce Blvd., Rohnert, CA
CALIFORNIA	30 North Street, Healdsburg, CA 95448
CALIFORNIA	475 Century Park Dr Ste A Yuba City 95991
CALIFORNIA	1889 Rice Ave Oxnard CA 93030
CALIFORNIA	305 West Ojai Ave, Ojai CA 93023
CALIFORNIA	2829 Townsgate Rd #103 Westlake Village CA 91361
CALIFORNIA	2497 Harbor #3 Ventura CA 93001
CALIFORNIA	5081 Bullion St Mariposa 95338
CALIFORNIA	1535 Harrison St., Oakland, CA94612
CALIFORNIA	6232 LaSalle Ave., Suite 3A Oakland, CA 94611
CALIFORNIA	1311 Sanguinetti Rd Sonora 95370
CALIFORNIA	7625 N Palm Ste 101 Fresno 93711
CALIFORNIA	4540 California Ave Bakersfield, 93309
CALIFORNIA	551 South Orchard Ave Ukiah 95482
CALIFORNIA	135 Main Street, Suite 1200, San Francisco, CA 94105
CALIFORNIA	565 Castro Street, San Francisco, CA 94114
CALIFORNIA	1580 Noriega Street, San Francisco, CA 94122
CALIFORNIA	1 Daniel Burnham Court, Suite 110C, San Francisco, CA 94109
CALIFORNIA	1900 Lombard Street, San Francisco, CA 94123
CALIFORNIA	299 West Portal, San Francisco, CA 94127
CALIFORNIA	1506 H St Modesto 95354
CALIFORNIA	1850 South Central Visalia, 93277
CALIFORNIA	600 Cottonwood Dr Woodland 95695
CALIFORNIA	12103 Sutton Way Grass Valley 95945
CALIFORNIA	260 Tres Pinos Road, Hollister, CA 95023
CALIFORNIA	1425 Main St, El Centro CA 92243
CALIFORNIA	1479 West Lacey Blvd Hanford, 93230
CALIFORNIA	735 Fourth St Eureka 95501
CALIFORNIA	520 N Central Ave, Glendale CA 91203
CALIFORNIA	6345 Balboa Bldg 4 #190 Encino CA 91316
CALIFORNIA	1008 West Ave M-4 #B Palmdale CA 93551
CALIFORNIA	3858 Carson St Torrance CA 90503
CALIFORNIA	25950 Valencia Blvd Valencia CA 91355

9

State	Physical Addresses
CALIFORNIA	101 E Glenoaks Glendale CA 91207
CALIFORNIA	425 W Broadway #300 Glendale CA 91204
CALIFORNIA	1405 N San Fernando Blvd Burbank CA 91504
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	501 H St Crescent City 95531
CALIFORNIA	180 Third St Lakeport 95453
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1252 S. Main Street, Yreka, CA 96097
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	350 Bon Air Center, Suite 200, Greenbrae, CA 94904
CALIFORNIA	384 Bel Marin Keys Blvd., Suite 120, Novato, CA 94949
CALIFORNIA	800 Suite 200 Delong, Novato, CA 94947
CALIFORNIA	781 Lincold Ave., San Rafael, CA
CALIFORNIA	10 S. Knoll Road Suite 2, Mill Valley, CA 94941
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
FLORIDA	7360 Bryan Dairy Rd Ste 225 Largo FL 33777
FLORIDA	3180 Presidental Dr. Atlanta GA 30340
IDAHO	7311 Potomac Dr, Boise, ID 83704
IDAHO	211 West State Street, Boise, ID 83702
IDAHO	1500 S Washington Ave, #B, Emmett, ID 83617
IDAHO	660 E Franklin Rd, #120, Meridian, ID 83642
IDAHO	1250 Iron Eagle Dr, Suite 100, Eagle, ID 83616
IDAHO	55 Willowbrook Dr., Meridian, ID 83642
IDAHO	7265 Potomac Dr, Boise, ID 83704
IDAHO	7275 Potomac Dr, Boise, ID 83704
ILLINOIS	27775 Diehl Rd. Warrenville, IL 60555
KANSAS	4931 West 6th Street #124 Lawrence, KS COUNTYDouglas
KANSAS	114 South 4th Street Leavenworth, KS, - COUNTYLeavenworth
MISSOURI	6520 N. Oak Trafficway Kansas City
MISSOURI	791 Northeast Rice Road Lees Summit
KANSAS	2010 Forest AvenueGreat Bend
KANSAS	126 East 3rd Street Pratt
KANSAS	200 West Pine Columbus
KANSAS	205 Gunsmoke Street Dodge City
KANSAS	101 South Kansas Olathe
KANSAS	115 East Park Street, #100 Olathe
KANSAS	6300 West 95th Street Shawnee Mission
KANSAS	101 South Kansas Olathe
KANSAS	108 North Penn Independence
KANSAS	6300 West 95th Street Shawnee Mission
KANSAS	6300 W. 95th Street Shawnee Mission
KANSAS	204 West Central El Dorado
KANSAS	105 South Andover Road E Andover
KANSAS	1120 Rock Road Derby

10

State	Physical Addresses
KANSAS	6530 East 13th Street Wichita
KANSAS	8621 East 21st Street #150 Wichita
KANSAS	12221 East Central Wichita
KANSAS	434 North Main Street Wichita
KANSAS	2121 North Tyler, #201 Wichita
KANSAS	200 North Broadway #100 Wichita
MAINE	76 Atlantic Place, South Portland, ME 04106
MAINE	95 Main Street, Auburn, ME 04210
MAINE	22 Free Street, Portland, ME 04101
MASSACHUSETTS	62 Walnut Street, Wellesley, MA 02481
MINNESOTA	7777 Washington Ave. South, , Edina, MN, 55439
MINNESOTA	801 Nicollet Ste. 19, , Minneapolis, MN, 55402
MINNESOTA	322 West Superior Street
MINNESOTA	520 East Howard Street, #109
MINNESOTA	430 Northeast Third Avenue
MINNESOTA	7235 Ohms Lane
MINNESOTA	13911 Ridgedale Drive
MINNESOTA	7777 Washington Ave. South
MINNESOTA	14750 Cedar Avenue #103
MINNESOTA	200 Coon Rapids Blvd
MINNESOTA	840 West Broadway
MINNESOTA	140 North Birch St
MINNESOTA	7001 East Fish Lake Road
MINNESOTA	13911 Ridgedale Drive
MINNESOTA	1015 Hillside Avenue, #4
MINNESOTA	2015 North Rice Street,
MINNESOTA	600 25th Avenue South, #204
MINNESOTA	1811 Weir Drive, #170
MINNESOTA	430 Northeast Third Avenue
MISSISSIPPI	2309 17th St Gulfport MS 39501
MISSISSIPPI	1675 Lakeland Dr Riverhill Tower Ste 203 Jackson MS 39216
MISSOURI	1653 Larkin Williams Road
MISSOURI	667 Jeffco Boulevard,
NEVADA	1000 Caughlin Crossing St, Reno
NEVADA	1213 S. Carson St, Carson City
NEVADA	1503 Hwy 395, Gardnerville
NEVADA	1674 Hwy 395, Minden
NEVADA	180 Cassia Way, Henderson
NEVADA	195 Hwy 50, Zephyr Cove
NEVADA	2405 Pyramid Way, Sparks
NEVADA	2490 Paseo Verde, Henderson
NEVADA	2551 N. Green Valley Pkwy, Henderson
NEVADA	2696 Ann Road, N. Las Vegas
NEVADA	2715 Argent Avenue, Elko
NEVADA	315 Calais Drive, Mesquite

11

State	Physical Addresses
NEVADA	349 W. 4th St, Winnemucca
NEVADA	4455 S. Jones, Las Vegas
NEVADA	5310 Kietzke Lane, Reno
NEVADA	768 Aultman St., Ely
NEVADA	8275 S. Eastern, Las Vegas
NEVADA	940 Southwood Blvd, Incline Village
NEVADA	9436 W. Lake Mead Blvd, Las Vegas
NEW HAMPSHIRE	33 Jewell Ct., Suite 3, Portsmouth, NH 03801
NEW JERSEY	The Pavilions at Greentree, Ste. 301, Route 73, Marlton, NJ 08053
NEW JERSEY	5 GREENTREE CENTRE, MARLTON, NJ 08053
WASHINGTON	720 Third Ave., Suite 2020,Seattle, WA 98104
TEXAS	1710 South Dairy Ashford, Suite 110,Houston, TX 77077
PENNSYLVANIA	Lawyers Building,428 Forbes Ave., Suite 700,Pittsburgh, PA 15219
OHIO	495 South High St., Suite 240,Columbus, OH 43215
OHIO	The Halle Building,1228 Euclid Ave., Fourth FFloor,Cleveland, OH 44115
OHIO	1014 Vine St., Suite 1550,Cincinnati, OH 45202
OKLAHOMA	Main Office - 625 South Detroit/ Tulsa,OK 74120
OKLAHOMA	South Office - 6846 S Canton Ste.110/Tulsa, OK 74136
OKLAHOMA	Midtown Office - 2651 E 21st Street Ste 101/ Tulsa OK 74114
OKLAHOMA	Owasso Office - 9102 N. Garnett Road/ Owasso, OK 74055
OKLAHOMA	2016 West Houston/ Broken Arrow, OK 74012
OKLAHOMA	133 N.W. Eighth Street Oklahoma City, OK 73102
OREGON	200 SW Market St #250, Portland, OR 97201
OREGON	200 SW Market St #150, Portland, OR 97201
OREGON	200 SW Market St #250, Portland, OR 97201
OREGON	200 SW Market St #350, Portland, OR 97201
OREGON	1700 SW 4th Ave #101, Portland, OR 97201
OREGON	1700 SW 4th Ave #102, Portland, OR 97201
OREGON	1700 SW 4th Ave #103, Portland, OR 97201
OREGON	10735 SE Stark St, #100, Portland, OR 97216
OREGON	1500 NE Division St, Gresham, OR 97030
OREGON	2112 NE 42nd Ave, Portland, OR 97213
OREGON	825 NE Multnomah St, #275, Portland, OR 97232
OREGON	4650 SW Griffith Dr, Beaverton, OR 97005
OREGON	19075 NW Tanasbourne Dr, Hillsboro, OR 97124
OREGON	10260 SW Greenburg Rd, Portland, OR 97223
OREGON	6113 NE Cornel Rd, Hillsboro, OR 97124
OREGON	19719 Hwy 213, Oregon City, OR 97045
OREGON	15480 Boones Ferry Rd, Lake Oswego, OR 97035
OREGON	38740 SE Proctor Blvd, Sandy, OR 97055
OREGON	10117 SE Sunnyside Rd, #B, Clackamas, OR 97015
OREGON	E165 South Miller, Rockaway, OR 97136
OREGON	802 Main St, Tillamook, OR 97141
OREGON	780 2nd St, #2, Bandon, OR 97411
OREGON	454 Commercial Ave, Coos Bay, OR 97420

12

State	Physical Addresses
OREGON	23 N Coast Hwy, Newport, OR 97365
OREGON	2002 NW 36th St, Lincoln City, OR 97367
OREGON	185 Hwy 101, #A, Waldport, OR 97384
OREGON	395 SW Bluff Dr #100, Bend, OR 97702 (formerly 141 NW Greenwood Ave, #101, Bend, OR 97701)
OREGON	1330 SW Highland Ave, Redmond, OR 97756
OREGON	392 E Main St, #1, Sisters, OR 97759
OREGON	57080 Beaver Dr, Bldg 11, Sunriver, OR 97707
OREGON	320 SW Upper Terrace Drive, Bend, OR 97702
OREGON	422 Main St, Klamath Falls, OR 97601
OREGON	540 Center St, Lakeview, OR 97630
OREGON	118 NE C St, Grants Pass, OR 97526
OREGON	513 NE 6th, Grants Pass, OR 97526
OREGON	210 W Lister St, Cave Junction, OR 97523
OREGON	1225 Crater Lake Ave, #101, Medford, OR 97504
OREGON	305-A Shafer Lane, Jacksonville, OR 97530
OREGON	211 Pine Street, Unit C, Rogue River, OR 97537
OREGON	180 Lithia Way, #101, Ashland, OR 97520-1945
OREGON	29795 Ellensburg Ave, Gold Beach, OR 97444
OREGON	729 Chetco Ave, Brookings, OR 97415
OREGON	563 SE Main St, Roseburg, OR 97470
OREGON	600 Country Club Rd, Eugene, OR 97401
OREGON	4780 Village Plaza Lp #110, Eugene, OR 97401
OREGON	715 Hwy 101 North, Florence, OR 97439
OREGON	435 E Main St, Cottage Grove, OR 97424
OREGON	1011 Harlow Rd, Springfield, OR 97477
OREGON	775 NE Evans Street, McMinnville, OR 97128-3925
OREGON	515 E Hancock, Newberg, OR 97132
OREGON	216 E Virginia St, Stayton, OR 97383
OREGON	280 Liberty St SE #100, Salem, OR 97301
OREGON	280 Liberty St SE #206, Salem, OR 97301
OREGON	4625 Commercial St SE, Salem, OR 97306
OREGON	340 Vista Ave SE #305, Salem, OR 97302
OREGON	5605 Inland Shores Way N #108, Keizer, OR 97303
OREGON	681 Glatt Circle, Woodburn, OR 97071
OREGON	1161 North First Street, Stayton, OR 97383
OREGON	807 Main Street, Dallas, OR 97338
OREGON	2405 14th Ave SE #B, Albany, OR 97321
OREGON	32 East Airport Road #B, Lebanon, OR 97355
OREGON	405 NW 5th St #A, Corvallis, OR 97330
PENNSYLVANIA	480 PIERCE ST., NEW BRIDGER CENTER, KINGSTON, PA 18704
TEXAS	2626 HOWELL ST., DALLAS, TX 75204
TEXAS	2701 WEST PLANO PKWY, PLANO, TX 75075
TEXAS	1700 N. Valley Mills Dr Ste.2/ Waco TX 76710
TEXAS	2050 N 11 Street/ Beaumont TX 77703

13

State	Physical Addresses
TEXAS	2409 Summerhill Rd/ Texarkana TX 75501
TEXAS	3045 Lackland Rd #110/ Ft. Worth TX 76116
UTAH	330 EAST 400 SOUTH, Utah
UTAH	1 First American Way, Santa Ana, CA 92707
UTAH	TRANSFERRED TO 49-297
UTAH	1483 East Ridgeline Drive, South Ogden WEBER
UTAH	1755 Prospector Avenue, Park City SUMMIT
UTAH	2795 East Cottonwood Parkway, Salt Lake City SALT LAKE
UTAH	5434 South Freeway Park Drive, Riverdale WEBER
UTAH	585 West 500 South, Bountiful DAVIS
UTAH	70 South Main, Tooele TOOELE
UTAH	11 West Forest, Brigham City BOX ELDER
UTAH	1227 West 9000 South, West Jordan SALT LAKE
UTAH	1240 E. 100 South Bldg 22, St. George WASHINGTON
UTAH	1755 Prospector Avenue, Park City SUMMIT
UTAH	21 North 490 West, American Fork UTAH
UTAH	251 W. Riverpark Drive, Povo UTAH
UTAH	2725 East Parleys Way, Salt Lake City SALT LAKE
UTAH	3 South Main, Richfield SEVIER
UTAH	320 South 50 West, Ephraim SANPETE
UTAH	330 East 400 South, Salt Lake City SALT LAKE
UTAH	365 South Main, Cedar City IRON
UTAH	3981 South 700 East, Salt Lake City SALT LAKE
UTAH	560 South 300 East, Salt Lake City SALT LAKE
UTAH	578 South State, Orem UTAH
UTAH	579 West Heritage Park Blvd., Layton DAVIS
UTAH	58 East Main Street, Delta MILLARD
UTAH	585 West 500 South, Bountiful DAVIS
UTAH	5926 Fashion Pointe Drive, Ogden WEBER
UTAH	648 North 900 East, Spanish Fork UTAH
UTAH	6955 Union Park, Midvale SALT LAKE
UTAH	6995 South Union Park, Midvale SALT LAKE
UTAH	7050 Union Park Center, Midvale SALT LAKE
UTAH	81 South Main Street, Heber City WASATCH
UTAH	90 North Main, Fillmore MILLARD
VIRGINIA	685 Berkmar Ct, Suite 2, Charlottesville, VA 22901
MICHIGAN	100 South Jackson, Suite 102,Jackson, MI 49201
TEXAS	100 W. Southlake Blvd., Suite 410,Southlake, TX 76092
ARIZONA	10611 North Hayden Road, Ste. 106,Scottsdale, AZ 85260
NEW YORK	110 Pearl Street, 9th Floor,Buffalo, NY 14202
OHIO	110 Polaris Parkway,Westerville, OH 43082
ARIZONA	11022 N. 28th Drive, Suite 295,Phoenix, AZ 85029
FLORIDA	111 North Orange Avenue, Suite 1285,Orlando, FL 32801
ARIZONA	11209 North Tatum Boulevard, Suite 230,Phoenix, AZ 85028
WASHINGTON	11250 Kirkland Way, Suite 101,Kirkland, WA 98033

14

State	Physical Addresses
WASHINGTON	11400 S.E. 8th Street, Suite 250,Bellevue, WA 98004
MICHIGAN	11501 North Straits Highway,Cheboygan, MI 49721
MICHIGAN	138 South Cochran,Charlotte, MI 48813
TEXAS	14201 Memorial Drive, Suite 101,Houston, TX 77062
UTAH	150 East Social Hall Avenue, Suite 525,Salt Lake City, UT 84111
MICHIGAN	1523 S. US 131, Suite A,Petoskey, MI 49770
INDIANA	1544 45th Street,Munster, IN 46321
NEW YORK	16 E. Main Street #925,Rochester, NY 14614
TEXAS	16055 Space Center Boulevard, Suite 180,Houston, TX 77062
MICHIGAN	1650 W. Big Beaver Road,Troy, MI 48084
OHIO	1670 Fishinger Road,Columbus, OH 43221
OHIO	1720 Zollinger Road,Upper Arlington, OH 43221
ARIZONA	17215 N. 72nd Drive, Suite 120,Glendale, AZ 85308
OHIO	1730 Hill Road North,Pickerington, OH 43147
FLORIDA	1734 Main Street,Sarasota, FL 34236
INDIANA	174 Bracken Parkway,Hobart, IN 46342
NEW YORK	180 East Post Road,White Plains, NY 10601
PENNSYLVANIA	1818 Market Street, Suite 2530,Philadelphia, PA 19103
FLORIDA	1890 Havendale Blvd.,Winter Haven, FL 33881
FLORIDA	19321C U.S. Highway 19 North, # 410,Clearwater, FL 33764
TEXAS	1992 F.M. 407, Suite 100,Lewisville, TX 75077
MASSACHUSETTS	20 Burlington Mall Road, Suite 450,Burlington, MA 01803
ILLINOIS	200 N. LaSalle, Suite 2450,Chicago, IL 60601
TEXAS	2100 McKinney Avenue, Suite 1200,Dallas, TX 75201
MICHIGAN	211 East Buffalo Street,New Buffalo, MI 49117
MICHIGAN	215 N. Kalamazoo Street,Paw Paw, MI 49079
TEXAS	230 N. Denton Tap Road, Suite 112,Coppell, TX 75019
WASHINGTON	2300 East Valley Hwy., Suite C1,Renton, WA 98055
MICHIGAN	2342 Woodlake Drive,Okemos, MI 48864
WASHINGTON	2345 Eastlake Ave. E,Seattle, WA 98102
WASHINGTON	24401 104th Ave., SE #102,Kent, WA 98031
OHIO	250 Civic Center Drive, Suite 460,Columbus, OH
INDIANA	2500 Calumet Avenue,Valparaiso, IN 46383
MICHIGAN	2505 East Paris, Suite 170,Grand Rapids, MI 49546
OHIO	2855 Stone Circle Drive,Troy, OH 45373
MICHIGAN	2896 North Williamston, Suite 600,Williamston, MI 48895
OHIO	3046 Columbus-Lancaster Road,Lancaster, OH 43130
MICHIGAN	305 N. Winter Street,Adrian, MI 49221
MICHIGAN	315 N. Division Street,Traverse, MI 49684
MICHIGAN	315 S. Franklin Street,Greenville, MI 48838
MICHIGAN	32 East Bacon Street,Hillsdale, MI 49242
ARIZONA	3200 E. Camelback Road, Suite 105,Phoenix, AZ 85018
TEXAS	3200 Long Prairie Road, Suite A,Flower Mound, TX 75022
MICHIGAN	32300 Northwestern Highway, Suite 125,Farmington Hills, MI 48334
MICHIGAN	327 W. Main Street,Ionia, MI 48846

15

State	Physical Addresses
UTAH	330 East 400 South,Salt Lake City, UT 84111
TEXAS	3301 Eldorado Parkway, Suite 100,McKinney, TX 75070
INDIANA	3394 Willowcreek Road,Portage, IN 46383
FLORIDA	3410 Henderson Boulevard #200,Tampa, FL 33609
FLORIDA	3431 Henderson Boulevard,Tampa, FL 33609
MICHIGAN	3490 Belle Chase, Suite 140,Lansing, MI 48910
NEW YORK	351 South Warren Street, Suite 500,Syracuse, NY 13202
TEXAS	3516 Preston Road, Suite 100,Plano, TX 75093
OHIO	3578 Fishinger Boulevard,Hilliard, OH 43026
MICHIGAN	3597 Henry Street, Suite 100,Muskegon, MI 49441
INDIANA	373 Meridian Park Lane, Suite D,Greenwood, IN 46142
ILLINOIS	3759 W. 95th Street, Suite 1,Evergreen Park, IL 60805
ARIZONA	3933 South McClintock Drive, Suite 505,Tempe, AZ 85282
MARYLAND	401 East Pratt St.#800,Baltimore, MD 21202
OHIO	4051 Whipple Avenue,Canton, OH 44718
OHIO	409 East Monument Avenue, #204,Dayton, OH 45402
OHIO	4100 Regent St., Suite B,Columbus, OH 43219
MICHIGAN	4175 Parkway Place, Suite 104,Grandville, MI 49418
MICHIGAN	420 Main Street,St. Joseph, MI 49085
MICHIGAN	42400 Garfield Road, Suite B,Clinton Township, MI 48038
OHIO	4511 Rockside Road, #220,Independence, OH 44131
TEXAS	4650 Ratliff Lane,Addison, TX 75001
ILLINOIS	4849 West 167th Street, Suite 101,Oakforest, IL 60462
MICHIGAN	490 Century Lane,Holland, MI 49423
OHIO	50 South Main Street, #705,Akron, OH 44308
CALIFORNIA	520 N. Central Avenue,Glendale, CA 91203
CALIFORNIA	525 B Street, 15th Floor,San Diego, CA 92101
OHIO	570 Polaris Parkway, Suite 140,Westerville, OH 43082
TEXAS	5950 Berkshire Lane, Suite 125,Dallas, TX 75225
ARIZONA	6197 South Rural Rd., Suite 103,Tempe, AZ 85283
MICHIGAN	6230 Orchard Lake Road, Suite 110,West Bloomfield, MI 48322
MICHIGAN	6301 M-68,Indian River, MI 49749
MICHIGAN	6452 Millennium Drive, Suite 140,Lansing, MI 48917
INDIANA	650 Girls School Road #A-10,Indianapolis, IN 43240
ILLINOIS	6616 W. Sermak,Berwyn, IL 60402
ARIZONA	6909 E. Greenway Parkway, Suite 120,Scottsdale, AZ 85254
UTAH	7090 South Union Park Ave., #410,Midvale, UT 84047
MICHIGAN	721 East Main Street,Niles, MI 49120
OHIO	7240 Muirfield Drive,Dublin, OH 43017
ILLINOIS	750 Essington Road,Joliet, IL 60435
TEXAS	7517 Campbell Road, Suite 404,Dallas, TX 75248
MICHIGAN	830 West Lake Lansing Road, Suite 200,East Lansing, MI 48823
OHIO	8351 North High Street, Suite 150,Columbus, OH 43235
INDIANA	8356 Keystone Crossing #102,Indianapolis, IN 43240
FLORIDA	9015 Town Center Parkway, Suite 102,Lakewood Ranch, FL 34202

16

State	Physical Addresses
ARIZONA	91 N. Val Vista Drive, Suite 101,Gilbert, AZ 85234
MICHIGAN	950 Taylor Ave., Suite 150,Grand Haven, MI 49417
INDIANA	One Indiana Square, Suite 1640,Indianapolis, IN 46204
WASHINGTON. DC	One Lafayette Centre 1120 20th St., NW. Ste 725 S.,Washington DC 20036
ILLINOIS	One Parkview Plaza, Suite 650,Oakbrook Terrace, IL 60181
INDIANA	One Professional Center, Suite 215,Crown Point, IN 46307
MICHIGAN	Southpoint Mall 1089 South U.S. 27, #19A,St. Johns, MI 48879
ARIZONA	2451 East Baseline, Suite 440, Gilbert, AZ 85234
ARIZONA	2600 North Central Ave., Suite 1900,Phoenix, AZ 85004
CALIFORNIA	3355 Michelson Dr., Suite 300,Irvine, CA 92612
TEXAS	1801 Lakepointe Dr., Suite 111,Lewisville, TX 75057
MICHIGAN	1591 Galbraith Avenue,Grand Rapids, MI 49546
CALIFORNIA	3355 Michelson Dr., Suite 300,Irvine, CA 92612
FLORIDA	2075 Centre Pointe Boulevard,Tallahassee, FL 32308
CONNECTICUT	185 Asylum Street, Cityplace II, 10th Floor,Hartford, CT 06103
COLORADO	5995 Greenwood Plaza Blvd., Suite 110,Greenwood Village, CO 80111
COLORADO	950 South Cherry St., Suite 1200,Denver, CO 80246
CALIFORNIA	3 First American Way,Santa Ana, CA 92707
CALIFORNIA	1855 Gateway Blvd., Suite 360,Concord, CA 94520
CALIFORNIA	3 First American Way, Santa Ana, CA 92707
MISSOURI	1600 South Brentwood, Suite 220,St. Louis, MO 63144
MINNESOTA	7777 Washington Avenue South, Edina, MN 55439
MASSACHUSETTS	The Prudential Center,101 Huntington Ave., 13th Floor,Boston, MA 02199
ILLINOIS	27775 Diehl Road,Warrenville, IL 60555
IDAHO	7311 Potomac Drive,Boise, ID 83704
IDAHO	195 South Broadway,Blackfoot, ID 83221
GEORGIA	5775 Glenridge Dr., Suite A-210,Atlanta, GA 30328
UTAH	330 East 400 South,Salt Lake City, UT 84111
OREGON	1700 S.W. Fourth Ave., Suite 102, Portland, OR 97201
OHIO	Eaton Center Building, 1111 Superior Ave., Suite 700,Cleveland, OH 44114
NEW YORK	333 Earle Ovington Blvd., Suite 300,Uniondale, NY 11553
NEW MEXICO	2601 Louisiana Boulevard, N.E., Albuquerque, NM 87110
NEVADA	3760 Pecos McLeod Interconnect, Suite 7, Las Vegas, NV 89121
WISCONSIN	3330 University Ave., Second Floor, Madison, WI 53705
WASHINGTON	2101 Fourth Ave., Suite 800, Seattle, WA 98121
VIRGINIA	9990 Lee Hwy., Suite 550,Fairfax, VA 22030

17

EQUIPMENT SCHEDULE

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

Lessor & Mailing Address:	Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORPORATION,	FIRST AMERICAN TITLE INSURANCE
FOR ITSELF AND AS AGENT FOR CERTAIN	COMPANY
PARTICIPANTS	1 First American Way
401 Merritt Seven	Santa Ana, California 92707
Suite 23
Norwalk, Connecticut 06851-1177

This Equipment Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Financing Agreement identified above (“Agreement”; said Agreement and this Equipment Schedule being collectively referred to as “Lease”). This Equipment Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.

A. Equipment.

Pursuant to the terms of the Agreement, Lessor agrees to acquire and lease to Lessee the Equipment listed on Annex A attached hereto and made a part hereof.

B. Financial Terms.

The financial terms of this Schedule are specified on Annex E attached hereto and made a part hereof.

C. Insurance.

1. Public Liability: $10,000,000, total liability per occurrence.

2. Casualty and Property Damage: An amount equal to the higher of the Lease Balance or the full replacement cost of the Equipment.

D. Amendment to Master Lease Financing Agreement.

Solely with respect to any item of the Equipment which is now or hereafter located in the State of Texas and for so long as such Equipment remains in the State of Texas, the Master Lease Financing Agreement and this Equipment Schedule are amended as follows:

1. The following new Paragraphs (f) and (g) are added to Section 1:

(f) Lessor agrees, upon completion of the sale and leaseback of the Equipment as described in the foregoing Section 1(a) and no later than the Basic Term Commencement Date, to advance to Lessee an amount equal to the Capitalized Lessor’s Cost as set forth in the Schedule relating to the Equipment leased hereunder.

(g) Lessor and Lessee herein express their mutual understanding that this Agreement is entered into solely for the purposes of (1) effecting a refinancing of Lessee’s prior purchase and acquisition of the Equipment, and (2) providing Lessor with a security interest in the Equipment with regard to such refinancing.

2. The following new Paragraph (d) is added to Section 2:

(d) If Lessee exercises the end of lease purchase option provided in Section 9, each payment of Rent made prior thereto shall be credited against the Equipment purchase price to be paid by Lessee pursuant to its exercise of such option.

3. Section 9 is deleted and the following substituted in lieu thereof:

Upon the expiration of the Term of each Schedule, with respect to all and not less than all Equipment leased under all Schedules executed hereunder, Lessee shall (i) renew this Agreement, (ii) purchase the Equipment, (iii) transfer the Equipment, or (iv) extend the Term upon the following terms and conditions. Lessee may exercise the options pursuant to this Section 9 only if no Default or event which, with the giving of notice, or the lapse of time, or both, would constitute a Default, exists at any time during the period from the date of giving notice of the exercise of such option through and including the date the exercise of such option is effectuated.

(a) Purchase. On the Expiration Date, Lessee shall purchase the Equipment for an amount equal to (i) the Fixed Premium (as specified on the applicable Schedule), plus (ii) the aggregate amount of all Rent charged under this Lease from the Basic Term Commencement Date to the Expiration Date, plus (iii) all other sums due under this Agreement as of the Expiration Date, plus (iv) all taxes and changes upon sale and all other reasonable and documented out-of-pocket expenses incurred by Lessor or any other Affected Party in connection with such sale, plus (v) all Related Costs (the “Expiration Purchase Price”). All Rent paid by Lessee prior to the Expiration Date shall be credited against the Expiration Purchase Price in determining the cash amount payable to Lessor pursuant to Lessee’s exercise of this end of lease purchase option. Upon Lessee’s payment of the Expiration Purchase Price to Lessor, Lessor will release all of Lessor’s interest in the Equipment and the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any Lessor’s Liens). At Lessee’s expense, Lessor shall deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and the Additional Collateral.

(b) Transfer. On the Expiration Date, Lessee shall transfer and deliver the Equipment to Lessor upon the following terms and conditions:

(1) Lessee shall (i) pay to Lessor on the Expiration Date, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Premium plus the Contingent Rent, and (ii) transfer and deliver the Equipment to Lessor, at such locations within the continental United States as Lessor shall direct. At the time of such

2

transfer and delivery, the Equipment shall satisfy the return conditions specified in Annex D attached to the Schedule. Lessee shall pay for all costs to comply with this Section 9(b)(1).

(2) Lessor shall arrange for the inspection of the Equipment on the Expiration Date to determine if the Equipment has been maintained and delivered by Lessee in accordance with the provisions of this Agreement. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand. If the results of such inspection indicate that the Equipment has not been maintained or delivered by Lessee in accordance with the provisions of this Lease, Lessee shall pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost (“Estimated Cost”) of servicing or repairing the Equipment.

(3) Thereafter, upon delivery by Lessee of the Equipment, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment, and Lessee shall provide any documentation to accomplish the same. Upon satisfaction of conditions specified in this Paragraph, Lessor will release all of Lessor’s interest in the Equipment and the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except the Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any Lessor’s Liens). Upon the sale, scrap or other disposition of the Equipment, and receipt by Lessor of the proceeds therefrom, Lessor shall promptly pay to Lessee (without regard to whether such proceeds equal, exceed or are less than the Residual Risk Amount) an amount equal to (a) the Residual Risk Amount (as specified in the applicable Schedule), less all reasonable and documented costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees, and all applicable taxes (if any), incurred by Lessor or any other Affected Party in connection with the sale, scrap, or disposition of the Equipment less all Related Costs, plus (b) all proceeds, if any, of such sale, scrap or other disposition in excess of the Residual Risk Amount as so adjusted.

(c) Extension. If Lessee shall have exercised its option to renew this Agreement with respect to all available Renewal Terms, and Lessee shall not have exercised its option to return the Equipment or its purchase option pursuant to this Section, Lessee shall have the option, upon the expiration of all available Renewal Terms, to extend this Agreement with respect to all, but not less than all, of the Equipment for an additional term of twelve (12) months (the “Extension Term”) at a quarterly rental to be paid in arrears on each of the four (4) Rent Payment Dates following the last day of the final Renewal Term, and calculated as the sum of (i) that amount as is equal to the Lease Balance as of the expiration of the final Renewal Term, divided by four (4), plus (ii) interest on the Lease Balance outstanding from time to time during the Extension Term at the Extension Term Rate, in four (4) equal quarterly installments. Rent during the Extension Term shall be paid to Lessor in the manner set forth in Section 2(b) hereof. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer (if any) and all other reasonable and documented expenses incurred by Lessor in

3

connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer on an AS IS BASIS, all of Lessor’s interest in and to the Equipment and shall release its interest in and to the Additional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and any other matters (except that Lessor shall warrant that it has conveyed whatever interest it received from Lessee in the Equipment free and clear of any Lessor’s Lien). At Lessee’s expense, Lessor shall execute and deliver to Lessee such Uniform Commercial Code Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment and the Additional Collateral.

(d) Renewal. Lessee shall have the option, upon the expiration of the Basic Term, and/or upon the expiration of the first Renewal Term, to renew this Agreement for a Renewal Term with respect to all, but not less than all, of the Equipment leased under all Schedules executed hereunder at the Basic Term Rent.

(e) Notice of Election. Lessee shall give Lessor written notice of its election of the options specified in this Section not less than three hundred sixty-five (365) days before the expiration of the Basic Term or any exercised Renewal Term of the first Schedule to be executed under this Agreement (such day being herein referred to as the “Expiration Date”). Such election shall be effective with respect to all Equipment described on all Schedules executed hereunder. If Lessee fails timely to provide such notice, without further action Lessee automatically shall be deemed to have elected (1) to renew the Term of this Agreement pursuant to Paragraph (d) of this Section if a Renewal Term in then available hereunder, or (2) to purchase the Equipment pursuant to Paragraph (a) of this Section if any Renewal Term is not then available hereunder.

4. The following new definitions are added to Section 19:

“Estimated Cost” shall have the meaning given such term in Section 9(b)(2) of this Agreement.

“Expiration Date” shall have the meaning given such term in Section 9(e) of this Agreement.

“Expiration Purchase Price” shall have the meaning given such term in Section 9(a) of this Agreement.

“Fixed Premium” shall have the meaning given such term in Annex E to the Schedule.

5. On Annex E to the Schedule, the paragraph captioned “Lease Balance, Maximum Lessee Risk Amount and Maximum Lessor Risk Amount” is deleted and the following substituted in lieu thereof:

FIXED PREMIUM AND RESIDUAL RISK AMOUNT: The Fixed Premium and Residual Risk Amount with respect to the Equipment described on this Schedule are as follows:

End of Quarter	Fixed Premium	Residual Risk Amount
8	62.2552	50.6049
12	41.7237	35.2908
16	20.0000	15.6774

4

expressed as a percent of the Capitalized Lessor’s Cost of the Equipment. If Lessee exercises the option pursuant to Section 9(c) of the Agreement, the Lease Balance shall be reduced by the amount received by Lessor pursuant to clause (i) of Section 9(c) of the Agreement. Reductions shall be effective as of the date such payments are received by Lessor as provided in Section 2(b) of the Agreement and applied on the relevant Rent Payment Date.

Except as expressly set forth herein, the terms and conditions of the Agreement and this Equipment Schedule remain unmodified and in full force and effect.

This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.

LESSOR:		LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS		FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Peter DiBiasi	By:	/s/ William G. Ergas
Name:	Peter DiBiasi	Name:	William G. Ergas
Title:	Duly Authorized Signatory	Title:	VP/Treasurer
		Attest:
		By:	/s/ Max O. Valdes
		Name:	Max O. Valdes
		Title:	VP/Chief Accounting Officer

6

ANNEX A

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

DESCRIPTION OF EQUIPMENT

Equipment: All furniture, fixtures, and equipment, including (but not limited to) the following located at the following locations:

ACCO storage units

acoustical panels

air compressors

air conditioning units

alarm systems

Apple Computers

Area Maps

ARM Pentium 400 CPUs

Artwork

AST Computers

automated document builders

automatic teller machine sirens

automatic teller machines

awnings

Back Pack Parallels

Backup Tape Drives

batteries

Binding Machines

Bio Pheumatic Lift Chairs

blinds

bookcases

Brother Printers

Bulk Mailing SW

cabinets

cables

calculators

Cap Desks

carpet

Cash Drawers

CD players

CD wire racks

Cellular Telephones

chairs

Chalk Boards

clocks

Coat Racks

coffeemakers

Compaq Deskpro 575 Computers

computer equipment

computer hard drives

computer memory

computer mice

Computer Stands

computer supplies

computer tapes

Computer Workstation

Computersamerica Servers

Conference Tables

Continuous Form Signers

Copier Tables

copiers

cornice boards

couches

coupling kits

Craden Printers

credenzas

Credit Manager 11 1200s

Credit Prompters

cubicles

Data Com Cables

data equipment

data lines

data processing equipment

decorations

Dell XPS T500 Mhz Pentiums

desks

Desks w/ Returns

dining room sets

dishwashers

disk controllers

display cabinets

disposals

Electrical Wiring

e-mail systems

Epson Stylus Clr Printers

escrow systems

Ethernet cards

Executive Chairs

fans

Fast Web consulting systems

fax boards

fax cartridges

Fax Machine Upgrades

fax machines

fax servers

file drawers

Fire Proof Files

Flags

forklifts

Furniture

Furniture & Equipment SF

generators

glass desk tops

hot water dispensers

HP Laserjet 4s

hutches

IBM Typewriters

IBM Wheelwriters

ice machines

Imagewriters

imaging systems

Intertel Phone Install

2

intranetware

keyboards

Kitchen Tables

ladders

laminators

lamps

lan lines

Lans Fax w/ Server

Large Folding Tables

Laser 5SI Printers

Laser Jet Printers

Laser Wires

Laserjet 800N Printers w/ 2/500 Sheet Bin & 3yr warranty

Lateral Files

library equipment

light fixtures

Lindsey-Ferrari furniture

Log Solution Hardware

logos

loveseats

mail room equipment

memory

Microwave Carts

microwaves

mirrors

Mita Faxs w/ tray

Mobiltech Car Phones

modems

monitor stands

monitors

Mosaic Hangings

motherboards

Neopost Postage Machines

nerve centers

netware

network components

Office Furniture

office support tools

Olympia Manual Typewriters

optical platters

P200 32MB 1/2 G w/Mon

Pactel Phone Systems

paging systems

paintings

panels

paper drills

Papercutters

parking lot attendant booth

pedestals

Phone Cards

phone headsets

photography equipment

pictures

Pictures and Paintings

PII266s 64MB 2.5G

Pitney Bowes Postage Machines

Plants and New Pots

3

port serial adapters

postal equipment

power supplies

PowerMac Computers and Monitors

Printer Cables

Printer HP Laserjets

printer memory

printer stands

Printer Tables

Printer-HWP Deskwriters

printers

Printers Ikidata ML 590

prints

Pritner HP 800Ns w/ Tray & Mailbox

projectors

Proline Pent Computers

rack cabinets

recorders/transcribers

Refrige Avanti

refrigerators

roll film carriers

Round End Tables

routers

rugs

scanners

Secretary Chairs

Secretary Returns

security systems

servers

service bars

sheet feeders

shelves

shredders

Side Chairs

signs

Small Folding Tables

sorters

Space Stations

Speaker Phone

Steno Chairs

Steno Desks

Steno Desks w/ Lamps

Storage Cabinets

Storage Shelves

storage units

surge and spike protectors

Swivel Chairs

tables

Tabletop Mailbox w/ envelope Feed & Stand

tape backups

Tape510 Tripack-B/U Units

Telephone Installation

telephone systems

televisions

Teller Counters

Tile

toners

4

tools

Trade Show Booths

trash cans

Typewriter Stands

typewriters

Unisys PW300 PCs

Unisys Terminals

V Shaped Desks

vacuum cleaners

vases

velobinders

Vertical Blinds w/ Valences

video cassette recorders

video conference equipment

virus scan programs

Wall Clocks

Wallpaper

WAN equipment

wanreader laser guns

water coolers

white boards

Wilson Shredders

window dressings

wiring

Workstation Lights

workstations

5

EQUIPMENT LOCATIONS:

State	Physical Addresses
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CONNECTICUT	185 Asylum Street, Cityplace II, Hartford, CT 06103
FLORIDA	1983 Centre Point Blvd., Tallahassee FL 32308
FLORIDA	2075 Centre Point Blvd. Tallahassee FL 32308
FLORIDA	7360 Bryan Dairy Rd.,Ste.200;Largo,FL
FLORIDA	1555 Kingsley Avenue, Ste 302;Orange Park,FL 32073
FLORIDA	3563 Phillips Hwy,Bldg E,Ste 504;Jacksonville, FL 32207
FLORIDA	11240 Park Blvd;Seminole, Fl 33772
FLORIDA	13903 Carrollwood Village Run;Tampa,FL 33624
FLORIDA	1395 Oakfield Dr.; Brandon FL 33511
FLORIDA	14100 Walsingham Rd,Ste 14;Largo, FL 33774
FLORIDA	2469 Sunset Point Rd;Ste 100;Clearwater,FL 33765
FLORIDA	26240 Wesley Chapel Blvd;Lutz,Fl 33559
FLORIDA	3209 Tampa Rd;Palm Harbor, FL 34684
FLORIDA	7292 4th St North,Ste A;St. Petersburg,FL 33702
FLORIDA	7360 Bryan Dairy Road, Suite 225 Largo FL 33777
FLORIDA	8905 Regents Park Dr,Ste 230;Tampa, FL 33647
FLORIDA	1041 US Hwy 41 Bypass South;Venice,FL 34292
FLORIDA	10910 SR 70 East, Ste 101;Bradenton,Fl 34202
FLORIDA	1824 59th St West;Bradenton, FL 34209
FLORIDA	4141 S. Tamiami Trail,Ste 1;Sarasota, FL 34231
FLORIDA	1931 Tamiami Trail,Unit 7;Pt. Charlotte,FL 33948
FLORIDA	3013 Del Prado Blvd,Ste 6;Cape Coral,FL 33904
FLORIDA	3411 Bonita Beach Rd, Ste 302;Bonita Springs,FL 34134
FLORIDA	4964 Tamiami Trail No. Naples FL 34103
FLORIDA	5000 Tamiami Trail North;Naples, FL 34103
FLORIDA	8931 Conference Dr,Ste 6;Ft. Myers,FL 33919
FLORIDA	158 US Hwy 98, Eastpoint, Florida 32328
FLORIDA	10935 SE 177th Place,Ste 302; Summerfield, FL 34491
FLORIDA	213 Courthouse Sq.;Inverness, FL 34450
FLORIDA	216 NE 1st Ave Ocala FL 34470
FLORIDA	300 North Marion St.;Lake City, FL 32055
FLORIDA	109 N 2nd Street; Ft. Pierce, FL 34950
FLORIDA	11440 N Kendall Dr,Suite 403;Miami, FL 33176
FLORIDA	1801 Centre Park Dr,Ste 150;West Palm Beach,Fl 33401
FLORIDA	1851 NW 125th Ave,Ste 200;Pembroke Pines,FL 33028
FLORIDA	1949 N University Dr.; Coral Springs, FL 33071

State	Physical Addresses
FLORIDA	201 SW Pt. St. Lucie Blvd, Ste. 205; Port St. Lucie, FL 34984
FLORIDA	2048 E. Sample Rd. Lighthouse Point, FL 33064
FLORIDA	2080 W.Indiantown Rd,Ste 200;Jupiter, FL 33458
FLORIDA	5481 N.E. St.James Blvd;Pt. St Lucie,FL 34983
FLORIDA	729 S. Federal Hwy, Suite 103; Stuart, FL 34994
FLORIDA	12780 Waterford Lakes Pkwy,Ste 135; Orlando,FL 32828
FLORIDA	1560 Orange Ave, Ste 450;Orlando, FL
FLORIDA	1768 Park Center Dr,Suite 240;Orlando, FL 32835
FLORIDA	2001 9th Ave, Ste 108;Vero Beach, FL 32960
FLORIDA	2020 N Highway A1A,Ste 110;Indian Harbor,FL 32937
FLORIDA	206 W. Oak Street,Suite B,Kissimmee,FL 34741
FLORIDA	314 Ave K,SE; Winter Haven, FL 33880
FLORIDA	841 Douglas Ave.Ste 100;Altamonte Springs,FL 32714
FLORIDA	870 S. Sun Drive Ste 1072;Lake Mary, FL 32746
FLORIDA	990 B US Hwy 1; Sebastian, FL 32958
FLORIDA	11-A W. 23rd St;Panama City,FL 32405
FLORIDA	1308 W. North Blvd.;Leesburg, FL 34748
FLORIDA	1343 Brickyard Road, Suite A; Chipley, FL 32428
FLORIDA	150 Warren Circle Ste. 3, Jacksonville, FL 32259
FLORIDA	1930 North Donnelly Street;Mt. Dora, FL 32757
FLORIDA	2065 Airport Blvd,Ste 200;Pensacola,Fl 32504
FLORIDA	220 St Johns Ave.;Palatka, FL 32177
FLORIDA	24 S. 5th Street Fernandina Beach FL 32034
FLORIDA	2518 Hwy 77,Ste A;Lynn Haven,FL 32444
FLORIDA	3514 S. Atlantic Ave;New Smyrna Beach,FL 32169
FLORIDA	429 S. Tyndall Pkwy,Suite D;Callaway,FL 32404
FLORIDA	555 West Granada Blvd.Ste H-12 Ormond Bch,FL 32174
FLORIDA	619 E. Nelson Ave.;Defuniak Sprgs,FL 32433
FLORIDA	625 N. Eglin Pkwy; Ft. Walton Beach, FL 32547
FLORIDA	6921 Navarre Pkwy;Navarre, fL 32566
FLORIDA	710 Third Ave,Unit 1,2&3;New Smyrna, FL 32169
FLORIDA	730 Bayfront Pkwy;Pensacola,Fl 32502-6251
FLORIDA	733 Dunlawton Ave,Ste 1A;Pt Orange,Fl 32127
FLORIDA	8128 Front Beach Rd,Ste A;Panama City,Fl 32405
FLORIDA	813 Deltona Blvd.,Ste A;Deltona, FL 32725
FLORIDA	93 Orange Street; St. Augustine, FL 32084
FLORIDA	9440 Phillips Hwy, Ste 7;Jacksonville, FL 32256
FLORIDA	2233 Lee Rd.,Ste 101, Winter Park, FL 32789
FLORIDA	2101 Park Center Drive, Suite 100 Orlando FL 32835
FLORIDA	7340 Bryan Dairy Road, Suite 200 Largo FL 33777
FLORIDA	4477 Legendary Drive,Ste 101;Destin, FL 32541
FLORIDA	1001 E Business Hwy 98; Panama City, FL 32401
FLORIDA	13450 W Sunrise Blvd #300; Sunrise, FL 33323
FLORIDA	14400 NW 77th Ct #301; Miami Lakes, FL 33016
FLORIDA	1802 Broadway; Ft. Myers, FL 33901

2

State	Physical Addresses
FLORIDA	211-B N Amelia Ave; Deland, FL 32724
FLORIDA	215 SE 2nd Ave; Gainesville, FL 32601
FLORIDA	2233 Lee Road #110,101,210; Winter Park, FL 32789
FLORIDA	2620 S Tamiami Trail #300; Sarasota, FL 34239
FLORIDA	3233 Commerce Place #A; West Palm Beach, FL 33407
FLORIDA	3465 Bonita Bch.Rd.#118; Bonita Beach, FL 34134
FLORIDA	416 Ash St; Fernandina Beach, FL 32034
FLORIDA	4586 E Hwy 20; Niceville, FL 32578
FLORIDA	7360 Bryan Dairy Road #225; Largo, FL 33777
FLORIDA	2211 Lee Rd.,Ste 211;Winter Park, FL 32789
FLORIDA	19 Old Kings Rd. North,Ste C105; Palm Coast,FL 32137
FLORIDA	25400 US Hwy 19 N #135, Clearwater, FL 33763
FLORIDA	1648 Periwinkle Way,Ste A; Sanibel Island, FL 33957
FLORIDA	24520 Production Circle,Ste 4;Bonita Springs, FL 34135
FLORIDA	9311 College Parkway,Ste 2; Ft. Myers, FL 33919
ALABAMA	300 Office Park Dr,Ste 175;Birmingham, Al 35223
GEORGIA	5775 Glendridge Dr. NE,Ste A200;Altanta,GA 30326
INDIANA	3602 Northgate Court,Ste 27;New Albany, IN 47150
KENTUCKY	10350 Ormsby Park Place,Ste 105;Louisville,KY 40223
KENTUCKY	1240 Ashley Circle;Bowling Green, KY 42104
KENTUCKY	530 Frederica St;Owensboro, KY 42301
KENTUCKY	800 East High Street;Lexington, KY 40502
KENTUCKY	100 Fountain Ave;Paducah, KY 42001
KENTUCKY	2220 Grand View Drive Ft Mitchell KY 41017
KENTUCKY	9600 Brownsboro Rd,Ste 304;Louisville, KY 40241
LOUISIANA	510 Bienville Street New Orleans LA 70130
MISSISSIPPI	1675 Lakeland Dr,Riverhill Tower, 1st Floor Jackson MS 39216
N CAROLINA	629 Green Valley Rd,Ste 212;Greensboro, NC 27408
PUERTO RICO	268 Ponce De Leon Ave., San Juan Puerto Rico
S CAROLINA	200 Ceter Point Circle,Ste 250;Columbia,SC 29210
TENNESSEE	303 Centre Ave,Ste C;Dickson, TN 37055
TENNESSEE	501 Corporate Center Dr,Ste 100;Franklin, TN 37067
TENNESSEE	606 W. Main St;Ste 250;Knoxville, TN 37902
TENNESSEE	6077 Primacy Parkway, Ste 100 Memphis TN 38119
TENNESSEE	6086 Shallowford Rd,Ste 102;Chattanooga, TN
TENNESSEE	Six Cadillac Dr,Ste 190;Brentwood, TN 37027
TENNESSEE	185 North Main St,Ste 101;Collierville,TN 38017
TENNESSEE	6465 Quail Hollow,Ste 300;Memphis, TN 38120
ILLINOIS	30 N. LaSalle Street, Suite 31, Chicago, IL 60602
ILLINOIS	27775 Diehl Rd. Warrenville, IL 60555
MASSACHUTES	The Prudential Center, 101 Huntington Avenue, Boston, MA 02199
MINNESOTA	7777 Washington Avenue South Edina, MN 55439
MISSOURI	12360 Manchester Rd., Suite 100 St. Louis, MO 63131
NEW MEXICO	2601 Louisiana Blvd NE/ Albuquerque NM 87110
NEW MEXICO	220 Otero Drawer S/ Santa Fe NM 87501

3

State	Physical Addresses
NEW MEXICO	528 Don Gaspar Avenue/ Santa Fe NM 87501
NEW MEXICO	3569 Zafarano/ Santa Fe NM 87505
NEW MEXICO	3600 Rodeo Lane Ste.A-1/ Santa Fe NM 87507
NEW MEXICO	2601 Louisiana Blvd NE/ Albuquerque NM 87110
PENNSYLVANIA	The Atrium Building, 234 Mall Boulevard, King of Prussia, PA 19406
TEXAS	1500 S Dairy Ashford/ Houston TX 77077
TEXAS	2703 S Hwy 6 / Houston, TX 77082
TEXAS	10801-2 Mopac N Ste.410/ Austin, TX 78759
TEXAS	1234 Lake Shore Dr Ste.750-D/ Coppel, TX 75019
TEXAS	16770 Park Row Ste 120/ Houston, TX 77084
TEXAS	823 E Nakoma Ste.98 / San Antonio, TX 78216
TEXAS	2711 LBJ Frwy Ste.650 / Dallas, TX 75234
TEXAS	521 N Sam Houston Pkwy E Ste.425/ Houston, TX 77060
TEXAS	201 Main Street Ste 600/ Ft. Worth TX 76102
TEXAS	801 N El Paso Street/ El Paso TX 79902
TEXAS	2200 Lee Trevino Ste A-4/ El Paso Tx 79936
TEXAS	9101 Dyer Street/ El Paso Tx 79924
TEXAS	2267 Trawood Ste E4/ El Paso TX 79935
TEXAS	1397 Dominion Plaza/ Tyler, TX 75703
TEXAS	4518 Everhart Rd/ Corpus Christi TX 78411
TEXAS	200 S Alister/ Port Aransas TX 78373
TEXAS	904 Memorial Parkway Ste B/ Portland TX 78374
TEXAS	5306 Holly Ste B/ Corpus Christi TX 78411
TEXAS	14617 S. Padre Island Dr./ Corpus Christi TX 78418
TEXAS	201 Main Street Ste 900/ Ft. Worth TX 76102
TEXAS	251 SW Wilshire Blvd Ste.115/ Burleson, TX 76028
TEXAS	602 Grapevine Hwy/ Hurst, TX 76054
TEXAS	2718 S. Hullen Ste.210/ Ft. Worth TX 76109
TEXAS	4722 Little Rd/ Arlington, TX 76017
TEXAS	1100 Dallas Drive Ste.112/ Denton, TX 76205
TEXAS	1280 S. Why 377/ Pilot Point TX 76258
TEXAS	3634 Long Prairie Rd Ste.116/ Flower Mound TX 75022
TEXAS	9110 IH-10 W #150/ San Antonio TX 78230
TEXAS	12400 Hwy 281 N Ste.300/ San Antonio TX 78216
TEXAS	4917 FM 3009/ Schertz, TX 78154
TEXAS	1919 NW Loop 410 Ste.200/ San Antonio TX 78213
TEXAS	228 S Seguin Street/ New Braunfels TX 78130
TEXAS	202 N Camp #110/ Seguin TX 78155
TEXAS	6454 N New Braunfels/ San Antonio TX 78209
TEXAS	18720 Stone Oak Pkwy #201/ San Antonio TX 78258
TEXAS	8300 N Mopac Ste.150/ Austin TX 78759
TEXAS	1221 South Mopac Ste 150/ Austin TX 78746
TEXAS	10920 Lakeline Mall Drive Ste.200/ Austin TX 78717
TEXAS	2120 North Mays Ste.450/ Round Rock TX 78664
TEXAS	1913 Ranch Road 620 South #101/ Austin TX 78734

4

State	Physical Addresses
TEXAS	20503 Dawn Drive/ Lago Vista TX 78645
TEXAS	3834 Spicewood Springs Road/ Austin TX 78759
TEXAS	115 W 9th Street/ Georgetown TX 78626
TEXAS	1900 FM 967 Ste.A/ Buda TX 78610
TEXAS	2050-A East Hwy 290/ Dripping Springs TX 78620
TEXAS	2520 Research Forest Drive Ste.110/ The Woodlands TX 77381
TEXAS	9800 Centre Parkway Ste.100/ Houston TX 77036
TEXAS	4550 FM 1960 W/ Houston TX 77069
TEXAS	16010 Barkers Point Ln Ste.200/ Houston TX 77079
TEXAS	520 Post Oak Blve Ste.100/ Houston TX 77027
TEXAS	3411 Richmond Ave Ste.110/Houston TX 77046
TEXAS	8201 Cypresswood Ste.101/ Spring TX 77379
TEXAS	4443 Town Center Place/ Kingwood TX 77339
TEXAS	3205 West Davis Bldg B100/ Conroe TX 77301
TEXAS	1305 FM 359/ Richmond TX 77469
TEXAS	2205 Williams Trace Blvd Ste.101/ Sugar Land TX 77478
TEXAS	14011 Park Drive Ste.114/ Tomball TX 77375
UTAH	330 EAST 400 SOUTH, Utah
VIRGINIA	3859 Centerview Drive, Suite 300, Chantilly, VA 20151-3232
WASHINGTON	40 E Trent Ave, Spokane, WA 99202
WASHINGTON	N. 1020 Washington, Spokane, WA 99201
WASHINGTON	N. 7407 Division Street, #A, Spokane, WA 99208 (North Office)
WASHINGTON	E. 12209 Mission Avenue, #3, Spokane, WA 99206 (Valley Office)
WASHINGTON	215 N Commercial St, Bellingham, WA 98225
WASHINGTON	1014 Main St, Vancouver, WA 98660
WASHINGTON	16701 SE McGillivray Blvd, #100,Vancouver, WA 98683 (Fishers Landing)
WASHINGTON	7710 NE Greenwood Dr, Vancouver, WA 98662 (Van Mal)
WASHINGTON	2103 NE 129th St, #100, Vancouver WA 98686 (Salmon Creek)
WASHINGTON	4200 - 6th Ave., #201, Lacey, WA 98503
WASHINGTON	215 W Railroad Ave, Shelton, WA 98584
WASHINGTON	3888 NW Randall Way, Silverdale, WA 98383
WASHINGTON	1050 Hilderbrand Lane NE #102, Bainbridge Island, WA 98110
WASHINGTON	3311 Bethel Rd SE, Port Orchard, WA 98366
WASHINGTON	645 - 4th Street, #201, Bremerton, WA 98337
WASHINGTON	1006 W Robert Bush Dr, South Bend, WA 98586
WASHINGTON	120 N. Naches Ave., Yakima, WA 98901
WASHINGTON	4001 Summitview Ave, #2D, Yakima, WA 98908
WASHINGTON	16 South Mission, Wenatchee, WA 98801
WASHINGTON	220 Johnson Ave., #A, Chelan, WA 98816-9160
WASHINGTON	940 Highway 2, #F, Leavenworth, WA 98826
WASHINGTON	2917 Pacific Ave, Everett, WA 98201
WASHINGTON	19400 33rd Ave W, #100 & #101Lynnwood, WA 98036
WASHINGTON	601 State Ave, Marysville, WA 98270
WASHINGTON	22232 17th Ave SE, #305, Bothell, WA 98021
WASHINGTON	210 5th Ave S, #206, Edmonds, WA 98020

5

State	Physical Addresses
WASHINGTON	3866 S 74th St, Tacoma, WA 98409
WASHINGTON	5620 112th St E, #126, Puyallup, WA 98373
WASHINGTON	5775 Soundview Dr NW, #201C, Gig Harbor, WA 98335
WASHINGTON	3911 - 9th Street SW, Puyallup, WA 98373 (Gateway)
WASHINGTON	2101 4th Ave, #800, Seattle, WA 98121
WASHINGTON	13010 NE 20th St, #A, Bellevue, WA 98005
WASHINGTON	33600 6th Ave S, #105, Federal Way, WA 98003
WASHINGTON	9750 3rd Ave NE, #125, Seattle, WA 98115
WASHINGTON	24105 SE Kent-Kangley Rd, Maple Valley, WA 98038
WASHINGTON	401 Parkplace Center, Kirkland, WA 98033
WASHINGTON	830 6th St. S, Kirkland, WA 98033 (@ REMAX office)
WYOMING	120 N Center, Casper, WY 82601
WYOMING	424 S Elm Street, Lusk, WY 82225
WYOMING	961 Gilchrist St, Wheatland, WY 82201
WYOMING	120 N Center, Casper, WY 82601
CALIFORNIA	1004 W. Taft Ave., Orange, CA 92865, 321 Warren Ave., Fremont, CA 94539, 7502 Lakewood Drive West, Suite C, Lakewood, WA 98499
COLORADO	9221 Lake Sparrow Drive,Highlands Ranch, CO 80126
CALIFORNIA	3 First American Way,Santa Ana, CA 92707
CALIFORNIA	4416 Willow Glen Court,Concord, CA 94521
CALIFORNIA	5451 Avenida Encinas, Suite H,Carlsbad, CA 92008
MINNESOTA	International Plaza,7900 International Dr., Suite 500,Bloomington, MN 55425
CALIFORNIA	1 First American Way,Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
TENNESSEE	11121 Kingston Pike, Suites B, D, E & F Knoxville, TN 37922
TENNESSEE	500 West Summit Hill Drive Knoxville, TN 37902
TENNESSEE	166-D Market Place Boulevard Knoxville, TN 37922
TENNESSEE	1225 Weisgarber Road Knoxville, TN 37909
ARIZONA	2213 Stockton Hill Rd, Kingman
ARIZONA	2340 Highway 95, Bullhead City
ARIZONA	5635 Highway 95, Bullhead City
ARIZONA	72 S. Lake Havasu Ave, Lake Havasu City
ARIZONA	105 West 16th Street, Yuma
ARIZONA	106 Roadrunner Drive, Sedona
ARIZONA	1578 N. Highway 89, Chino Valley
ARIZONA	1684 E. Wht. Mtn. Blvd., Pinetop
ARIZONA	1729 N Trekell Rd, Casa Grande
ARIZONA	1801 W. Deuce of Clubs, Show Low
ARIZONA	2101 N. Fourth St., Flagstaff
ARIZONA	2115 U.S. Highway 60 , Miami
ARIZONA	2841 E. Highway 260, Overgaard
ARIZONA	288 N. Ironwood, Apache Junction
ARIZONA	300 W. Third St., Winslow
ARIZONA	403 N. Agassiz, Flagstaff
ARIZONA	404 E. Main St, Springerville

6

State	Physical Addresses
ARIZONA	600 West Gurley Street, Prescott
ARIZONA	610 E. Highway 260, Payson
ARIZONA	6877 Kings Ranch Rd., Gold Canyon
ARIZONA	7750 E. Florentine Road, Prescott Valley
ARIZONA	813 Cove Parkway, Cottonwood
ARIZONA	862 Vista, Page
ARIZONA	Old Stone House, Hwy 87, Pine
CALIFORNIA	2089 Rose St., Berkeley, CA 94709
CALIFORNIA	2687 Castro Valley Blvd., Castro Valley, CA 94546
CALIFORNIA	6665 Owens Drive, Pleasanton, CA 94588
CALIFORNIA	39650 Liberty St., Fremont, CA
CALIFORNIA	871A Island Drive, Alameda, CA
CALIFORNIA	4900 Hopyard Rd., #250 Pleasanton, CA 94588
CALIFORNIA	900 Main Street, Suite 200, Pleasanton, CA 94566
CALIFORNIA	6681 Owens Drive, Pleasanton, CA 94588
CALIFORNIA	431 Florence St., Suite 100/200, Palo Alto, CA
CALIFORNIA	264 Saratoga Ave., Los Gatos, CA
CALIFORNIA	17015 Walnut Grove Dr., Morgan Hill, CA
CALIFORNIA	12772 Saratoga Rd., Saratoga, CA
CALIFORNIA	12880 Saratoga-Sunnyvale Road., Suite G, Saratoga, CA
CALIFORNIA	1702 “J” Meridian Ave., San Jose, CA
CALIFORNIA	1845 Hamilton Ave., San Jose, CA
CALIFORNIA	2110 S. Bascom Ave., Campbell, CA
CALIFORNIA	2990 E. Capital Expressway, San Jose, CA
CALIFORNIA	20545 Valley Green Drive, Cupertino, CA
CALIFORNIA	496 First St., Los Altos, CA
CALIFORNIA	161 S. San Antonio Road, Suite 5, 6A, 10, Los Altos, CA
CALIFORNIA	1096 Blossom Hill Rd., San Jose, CA
CALIFORNIA	2075 Bering Drive #L, San Jose, CA
CALIFORNIA	1737 Nort First St., Suite 100, 400, 500, San Jose, CA 95112
CALIFORNIA	5829 Lone Tree Way, Suite H, Antioch, CA
CALIFORNIA	1850 Mt. Diablo Blvd., #100, 106, 300, 330, Walnut Creek, CA 94596
CALIFORNIA	8 Camino Encinas Suite 120, Orinda, CA 94563
CALIFORNIA	588 San Ramon Valley Blvd., Suite 202, Danville, CA 94526
CALIFORNIA	3220 Blume Dr. Suite 260, Richmond, CA 94806
CALIFORNIA	1355 Willow Way, #100, #101, #115, Concord, CA 94520
CALIFORNIA	395 Hartz Ave., Danville, CA 94526
CALIFORNIA	1181 Central Blvd., Brentwood, CA
CALIFORNIA	1111 Civic Drive, Suite 275, Walnut Creek, CA
CALIFORNIA	2333 San Ramon Blvd., San Ramon, CA
CALIFORNIA	3201 Danville Blvd., Suite#190, #170, Alamo, CA
CALIFORNIA	2401 Shadelands Drive Suite#130, #150, Walnut Creek, CA 94598
CALIFORNIA	2300 Boynton Ave., Fairfield, CA
CALIFORNIA	785 Alamo Drive., Suite 180, Vacaville, CA
CALIFORNIA	601 First St., Suite 200, Benicia, CA

7

State	Physical Addresses
CALIFORNIA	932 Admiral Callaghan Lane, Vallejo, CA
CALIFORNIA	1000 Detroit Ave., #L, Concord, CA
CALIFORNIA	1386 Leadhill Blvd., Suite 100, Roseville, CA
CALIFORNIA	601 Main Street, P.O. Box 3039, Chico, CA 95928
CALIFORNIA	2295 Feather River Blvd, Suite A, P.O. Box 1068, Oroville, CA 95965
CALIFORNIA	7084 Skyway, Paradise, CA 95969
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	26440 La Alameda # 250 Mission Viejo, CA 92691
CALIFORNIA	2100 W Orangewood #100, Orange, CA 92868
CALIFORNIA	2112 E Fourth St. #100, Santa Ana, CA 92705
CALIFORNIA	1403 N Tustin Ave#300, Santa Ana CA 92705
CALIFORNIA	1386 Lead Hill Blvd #100 Roseville 95661
CALIFORNIA	2 Salinas St., Salinas, CA 93906
CALIFORNIA	Northeast Corner of 8th Avenue and Dolores Street, Carmel-by-the-sea, CA 93921
CALIFORNIA	300 Bonifacio Place #3, Monterey, CA 93942
CALIFORNIA	3855 Via Nona Marie Suite 100, Carmel, CA 93923
CALIFORNIA	1628 North Main St., Salinas, CA 93906
CALIFORNIA	60 West Market St. Suite 140, Salinas, CA 93901
CALIFORNIA	3625 14 St. Riverside CA 92501
CALIFORNIA	3292 E Florida #C, Hemet CA 92544
CALIFORNIA	44901 Village Ct A, Palm Desert, CA 92260
CALIFORNIA	400 South El Cielo #F, Palm Springs, CA 92262
CALIFORNIA	41690 Enterprise Circle North # 102 Temecula CA 92262
CALIFORNIA	2111 Atlanta Ave #100, Riverside CA 92507
CALIFORNIA	1386 Lead Hill Blvd #100 Roseville 95661
CALIFORNIA	323 Court St, San Bernardino CA 92401
CALIFORNIA	42173 1/2 Big Bear Lake #E, Big Bear Lake CA 92315
CALIFORNIA	10681 Foothill #310, Rancho Cucamonga CA 91730
CALIFORNIA	12640 Hesperia #D Victorville CA 92392
CALIFORNIA	57370 29 Palms #101 Yucca Valley CA 92284
CALIFORNIA	935 S Mt Vernon #110 Colton CA 92324
CALIFORNIA	411 Ivy St, San Diego CA 92101
CALIFORNIA	4382 Bonita Rd Bonita CA 91902
CALIFORNIA	16796 Bernardo Center Dr San Diego CA 92128
CALIFORNIA	11512 El Camino Real #250 San Diego CA 92130
CALIFORNIA	12235 El Camino Rweal #130 San Diego CA 92130
CALIFORNIA	965 S Santa Fe Vista CA 92083
CALIFORNIA	3750 Convoy St, San Diego CA 92111
CALIFORNIA	1660 Hotel Circle North # 321, San Diego CA 92108
CALIFORNIA	899 Pacific St San Luis Obispo 93401
CALIFORNIA	1021 South El Camino Real, San Mateo, CA 94402
CALIFORNIA	1140 Chapin-BG Ave., Suite 350, Burlingame, CA 94010
CALIFORNIA	800 El Camino Real, Suite 175, Menlo Park, CA
CALIFORNIA	2171 Junipero Serra Blvd.,
CALIFORNIA	1730 S. El Camino Real, 3rd Floor, Ste. A, San Mateo, CA 94402

8

State	Physical Addresses
CALIFORNIA	555 Marshall St., Redwood City, CA 94063
CALIFORNIA	3780 State St Santa Barbara 93105
CALIFORNIA	330 Soquel Ave., Santa Cruz, CA 95062
CALIFORNIA	1937 Main St., Watsonville, CA 95076
CALIFORNIA	4450 Capitola Road, Capitola, CA
CALIFORNIA	2425 Porter St., Suite 5, Soquel, CA 95073
CALIFORNIA	8035 Soquel Drive, Aptos, CA 95003
CALIFORNIA	3600 Glen Canyon Drive, Scotts Valley, CA
CALIFORNIA	1600 West St Redding 96001
CALIFORNIA	3333 Mendocino Ave., Suite 100, Santa Rosa, CA 95403
CALIFORNIA	9025 Old Redwood Hwy., Suite E, Windsor, CA 95492
CALIFORNIA	16316 Suite C Main St., Guerneville, CA 95446
CALIFORNIA	101 2nd St., Petaluma, CA
CALIFORNIA	6050 Commerce Blvd., Rohnert, CA
CALIFORNIA	30 North Street, Healdsburg, CA 95448
CALIFORNIA	475 Century Park Dr Ste A Yuba City 95991
CALIFORNIA	1889 Rice Ave Oxnard CA 93030
CALIFORNIA	305 West Ojai Ave, Ojai CA 93023
CALIFORNIA	2829 Townsgate Rd #103 Westlake Village CA 91361
CALIFORNIA	2497 Harbor #3 Ventura CA 93001
CALIFORNIA	5081 Bullion St Mariposa 95338
CALIFORNIA	1535 Harrison St., Oakland, CA94612
CALIFORNIA	6232 LaSalle Ave., Suite 3A Oakland, CA 94611
CALIFORNIA	1311 Sanguinetti Rd Sonora 95370
CALIFORNIA	7625 N Palm Ste 101 Fresno 93711
CALIFORNIA	4540 California Ave Bakersfield, 93309
CALIFORNIA	551 South Orchard Ave Ukiah 95482
CALIFORNIA	135 Main Street, Suite 1200, San Francisco, CA 94105
CALIFORNIA	565 Castro Street, San Francisco, CA 94114
CALIFORNIA	1580 Noriega Street, San Francisco, CA 94122
CALIFORNIA	1 Daniel Burnham Court, Suite 110C, San Francisco, CA 94109
CALIFORNIA	1900 Lombard Street, San Francisco, CA 94123
CALIFORNIA	299 West Portal, San Francisco, CA 94127
CALIFORNIA	1506 H St Modesto 95354
CALIFORNIA	1850 South Central Visalia, 93277
CALIFORNIA	600 Cottonwood Dr Woodland 95695
CALIFORNIA	12103 Sutton Way Grass Valley 95945
CALIFORNIA	260 Tres Pinos Road, Hollister, CA 95023
CALIFORNIA	1425 Main St, El Centro CA 92243
CALIFORNIA	1479 West Lacey Blvd Hanford, 93230
CALIFORNIA	735 Fourth St Eureka 95501
CALIFORNIA	520 N Central Ave, Glendale CA 91203
CALIFORNIA	6345 Balboa Bldg 4 #190 Encino CA 91316
CALIFORNIA	1008 West Ave M-4 #B Palmdale CA 93551
CALIFORNIA	3858 Carson St Torrance CA 90503

9

State	Physical Addresses
CALIFORNIA	25950 Valencia Blvd Valencia CA 91355
CALIFORNIA	101 E Glenoaks Glendale CA 91207
CALIFORNIA	425 W Broadway #300 Glendale CA 91204
CALIFORNIA	1405 N San Fernando Blvd Burbank CA 91504
CALIFORNIA	2 First American Way, Santa Ana, CA 92707
CALIFORNIA	501 H St Crescent City 95531
CALIFORNIA	180 Third St Lakeport 95453
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	1252 S. Main Street, Yreka, CA 96097
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
CALIFORNIA	350 Bon Air Center, Suite 200, Greenbrae, CA 94904
CALIFORNIA	384 Bel Marin Keys Blvd., Suite 120, Novato, CA 94949
CALIFORNIA	800 Suite 200 Delong, Novato, CA 94947
CALIFORNIA	781 Lincold Ave., San Rafael, CA
CALIFORNIA	10 S. Knoll Road Suite 2, Mill Valley, CA 94941
CALIFORNIA	1 First American Way, Santa Ana, CA 92707
FLORIDA	7360 Bryan Dairy Rd Ste 225 Largo FL 33777
FLORIDA	3180 Presidental Dr. Atlanta GA 30340
IDAHO	7311 Potomac Dr, Boise, ID 83704
IDAHO	211 West State Street, Boise, ID 83702
IDAHO	1500 S Washington Ave, #B, Emmett, ID 83617
IDAHO	660 E Franklin Rd, #120, Meridian, ID 83642
IDAHO	1250 Iron Eagle Dr, Suite 100, Eagle, ID 83616
IDAHO	55 Willowbrook Dr., Meridian, ID 83642
IDAHO	7265 Potomac Dr, Boise, ID 83704
IDAHO	7275 Potomac Dr, Boise, ID 83704
ILLINOIS	27775 Diehl Rd. Warrenville, IL 60555
KANSAS	4931 West 6th Street #124 Lawrence, KS COUNTYDouglas
KANSAS	114 South 4th Street Leavenworth, KS, - COUNTYLeavenworth
MISSOURI	6520 N. Oak Trafficway Kansas City
MISSOURI	791 Northeast Rice Road Lees Summit
KANSAS	2010 Forest AvenueGreat Bend
KANSAS	126 East 3rd Street Pratt
KANSAS	200 West Pine Columbus
KANSAS	205 Gunsmoke Street Dodge City
KANSAS	101 South Kansas Olathe
KANSAS	115 East Park Street, #100 Olathe
KANSAS	6300 West 95th Street Shawnee Mission
KANSAS	101 South Kansas Olathe
KANSAS	108 North Penn Independence
KANSAS	6300 West 95th Street Shawnee Mission
KANSAS	6300 W. 95th Street Shawnee Mission
KANSAS	204 West Central El Dorado
KANSAS	105 South Andover Road E Andover

10

State	Physical Addresses
KANSAS	1120 Rock Road Derby
KANSAS	6530 East 13th Street Wichita
KANSAS	8621 East 21st Street #150 Wichita
KANSAS	12221 East Central Wichita
KANSAS	434 North Main Street Wichita
KANSAS	2121 North Tyler, #201 Wichita
KANSAS	200 North Broadway #100 Wichita
MAINE	76 Atlantic Place, South Portland, ME 04106
MAINE	95 Main Street, Auburn, ME 04210
MAINE	22 Free Street, Portland, ME 04101
MASSACHUSETTS	62 Walnut Street, Wellesley, MA 02481
MINNESOTA	7777 Washington Ave. South, , Edina, MN, 55439
MINNESOTA	801 Nicollet Ste. 19, , Minneapolis, MN, 55402
MINNESOTA	322 West Superior Street
MINNESOTA	520 East Howard Street, #109
MINNESOTA	430 Northeast Third Avenue
MINNESOTA	7235 Ohms Lane
MINNESOTA	13911 Ridgedale Drive
MINNESOTA	7777 Washington Ave. South
MINNESOTA	14750 Cedar Avenue #103
MINNESOTA	200 Coon Rapids Blvd
MINNESOTA	840 West Broadway
MINNESOTA	140 North Birch St
MINNESOTA	7001 East Fish Lake Road
MINNESOTA	13911 Ridgedale Drive
MINNESOTA	1015 Hillside Avenue, #4
MINNESOTA	2015 North Rice Street,
MINNESOTA	600 25th Avenue South, #204
MINNESOTA	1811 Weir Drive, #170
MINNESOTA	430 Northeast Third Avenue
MISSISSIPPI	2309 17th St Gulfport MS 39501
MISSISSIPPI	1675 Lakeland Dr Riverhill Tower Ste 203 Jackson MS 39216
MISSOURI	1653 Larkin Williams Road
MISSOURI	667 Jeffco Boulevard,
NEVADA	1000 Caughlin Crossing St, Reno
NEVADA	1213 S. Carson St, Carson City
NEVADA	1503 Hwy 395, Gardnerville
NEVADA	1674 Hwy 395, Minden
NEVADA	180 Cassia Way, Henderson
NEVADA	195 Hwy 50, Zephyr Cove
NEVADA	2405 Pyramid Way, Sparks
NEVADA	2490 Paseo Verde, Henderson
NEVADA	2551 N. Green Valley Pkwy, Henderson
NEVADA	2696 Ann Road, N. Las Vegas
NEVADA	2715 Argent Avenue, Elko

11

State	Physical Addresses
NEVADA	315 Calais Drive, Mesquite
NEVADA	349 W. 4th St, Winnemucca
NEVADA	4455 S. Jones, Las Vegas
NEVADA	5310 Kietzke Lane, Reno
NEVADA	768 Aultman St., Ely
NEVADA	8275 S. Eastern, Las Vegas
NEVADA	940 Southwood Blvd, Incline Village
NEVADA	9436 W. Lake Mead Blvd, Las Vegas
NEW HAMPSHIRE	33 Jewell Ct., Suite 3, Portsmouth, NH 03801
NEW JERSEY	The Pavilions at Greentree, Ste. 301, Route 73, Marlton, NJ 08053
NEW JERSEY	5 GREENTREE CENTRE, MARLTON, NJ 08053
WASHINGTON	720 Third Ave., Suite 2020,Seattle, WA 98104
TEXAS	1710 South Dairy Ashford, Suite 110,Houston, TX 77077
PENNSYLVANIA	Lawyers Building,428 Forbes Ave., Suite 700,Pittsburgh, PA 15219
OHIO	495 South High St., Suite 240,Columbus, OH 43215
OHIO	The Halle Building,1228 Euclid Ave., Fourth Floor,Cleveland, OH 44115
OHIO	1014 Vine St., Suite 1550,Cincinnati, OH 45202
OKLAHOMA	Main Office - 625 South Detroit/ Tulsa,OK 74120
OKLAHOMA	South Office - 6846 S Canton Ste.110/Tulsa, OK 74136
OKLAHOMA	Midtown Office - 2651 E 21st Street Ste 101/ Tulsa OK 74114
OKLAHOMA	Owasso Office - 9102 N. Garnett Road/ Owasso, OK 74055
OKLAHOMA	2016 West Houston/ Broken Arrow, OK 74012
OKLAHOMA	133 N.W. Eighth Street Oklahoma City, OK 73102
OREGON	200 SW Market St #250, Portland, OR 97201
OREGON	200 SW Market St #150, Portland, OR 97201
OREGON	200 SW Market St #250, Portland, OR 97201
OREGON	200 SW Market St #350, Portland, OR 97201
OREGON	1700 SW 4th Ave #101, Portland, OR 97201
OREGON	1700 SW 4th Ave #102, Portland, OR 97201
OREGON	1700 SW 4th Ave #103, Portland, OR 97201
OREGON	10735 SE Stark St, #100, Portland, OR 97216
OREGON	1500 NE Division St, Gresham, OR 97030
OREGON	2112 NE 42nd Ave, Portland, OR 97213
OREGON	825 NE Multnomah St, #275, Portland, OR 97232
OREGON	4650 SW Griffith Dr, Beaverton, OR 97005
OREGON	19075 NW Tanasbourne Dr, Hillsboro, OR 97124
OREGON	10260 SW Greenburg Rd, Portland, OR 97223
OREGON	6113 NE Cornel Rd, Hillsboro, OR 97124
OREGON	19719 Hwy 213, Oregon City, OR 97045
OREGON	15480 Boones Ferry Rd, Lake Oswego, OR 97035
OREGON	38740 SE Proctor Blvd, Sandy, OR 97055
OREGON	10117 SE Sunnyside Rd, #B, Clackamas, OR 97015
OREGON	E165 South Miller, Rockaway, OR 97136
OREGON	802 Main St, Tillamook, OR 97141
OREGON	780 2nd St, #2, Bandon, OR 97411

12

State	Physical Addresses
OREGON	454 Commercial Ave, Coos Bay, OR 97420
OREGON	23 N Coast Hwy, Newport, OR 97365
OREGON	2002 NW 36th St, Lincoln City, OR 97367
OREGON	185 Hwy 101, #A, Waldport, OR 97384
OREGON	395 SW Bluff Dr #100, Bend, OR 97702 (formerly 141 NW Greenwood Ave, #101, Bend, OR 97701)
OREGON	1330 SW Highland Ave, Redmond, OR 97756
OREGON	392 E Main St, #1, Sisters, OR 97759
OREGON	57080 Beaver Dr, Bldg 11, Sunriver, OR 97707
OREGON	320 SW Upper Terrace Drive, Bend, OR 97702
OREGON	422 Main St, Klamath Falls, OR 97601
OREGON	540 Center St, Lakeview, OR 97630
OREGON	118 NE C St, Grants Pass, OR 97526
OREGON	513 NE 6th, Grants Pass, OR 97526
OREGON	210 W Lister St, Cave Junction, OR 97523
OREGON	1225 Crater Lake Ave, #101, Medford, OR 97504
OREGON	305-A Shafer Lane, Jacksonville, OR 97530
OREGON	211 Pine Street, Unit C, Rogue River, OR 97537
OREGON	180 Lithia Way, #101, Ashland, OR 97520-1945
OREGON	29795 Ellensburg Ave, Gold Beach, OR 97444
OREGON	729 Chetco Ave, Brookings, OR 97415
OREGON	563 SE Main St, Roseburg, OR 97470
OREGON	600 Country Club Rd, Eugene, OR 97401
OREGON	4780 Village Plaza Lp #110, Eugene, OR 97401
OREGON	715 Hwy 101 North, Florence, OR 97439
OREGON	435 E Main St, Cottage Grove, OR 97424
OREGON	1011 Harlow Rd, Springfield, OR 97477
OREGON	775 NE Evans Street, McMinnville, OR 97128-3925
OREGON	515 E Hancock, Newberg, OR 97132
OREGON	216 E Virginia St, Stayton, OR 97383
OREGON	280 Liberty St SE #100, Salem, OR 97301
OREGON	280 Liberty St SE #206, Salem, OR 97301
OREGON	4625 Commercial St SE, Salem, OR 97306
OREGON	340 Vista Ave SE #305, Salem, OR 97302
OREGON	5605 Inland Shores Way N #108, Keizer, OR 97303
OREGON	681 Glatt Circle, Woodburn, OR 97071
OREGON	1161 North First Street, Stayton, OR 97383
OREGON	807 Main Street, Dallas, OR 97338
OREGON	2405 14th Ave SE #B, Albany, OR 97321
OREGON	32 East Airport Road #B, Lebanon, OR 97355
OREGON	405 NW 5th St #A, Corvallis, OR 97330
PENNSYLVANIA	480 PIERCE ST., NEW BRIDGER CENTER, KINGSTON, PA 18704
TEXAS	2626 HOWELL ST., DALLAS, TX 75204
TEXAS	2701 WEST PLANO PKWY, PLANO, TX 75075
TEXAS	1700 N. Valley Mills Dr Ste.2/ Waco TX 76710
TEXAS	2050 N 11 Street/ Beaumont TX 77703

13

State	Physical Addresses
TEXAS	2409 Summerhill Rd/ Texarkana TX 75501
TEXAS	3045 Lackland Rd #110/ Ft. Worth TX 76116
UTAH	330 EAST 400 SOUTH, Utah
UTAH	1 First American Way, Santa Ana, CA 92707
UTAH	TRANSFERRED TO 49-297
UTAH	1483 East Ridgeline Drive, South Ogden WEBER
UTAH	1755 Prospector Avenue, Park City SUMMIT
UTAH	2795 East Cottonwood Parkway, Salt Lake City SALT LAKE
UTAH	5434 South Freeway Park Drive, Riverdale WEBER
UTAH	585 West 500 South, Bountiful DAVIS
UTAH	70 South Main, Tooele TOOELE
UTAH	11 West Forest, Brigham City BOX ELDER
UTAH	1227 West 9000 South, West Jordan SALT LAKE
UTAH	1240 E. 100 South Bldg 22, St. George WASHINGTON
UTAH	1755 Prospector Avenue, Park City SUMMIT
UTAH	21 North 490 West, American Fork UTAH
UTAH	251 W. Riverpark Drive, Povo UTAH
UTAH	2725 East Parleys Way, Salt Lake City SALT LAKE
UTAH	3 South Main, Richfield SEVIER
UTAH	320 South 50 West, Ephraim SANPETE
UTAH	330 East 400 South, Salt Lake City SALT LAKE
UTAH	365 South Main, Cedar City IRON
UTAH	3981 South 700 East, Salt Lake City SALT LAKE
UTAH	560 South 300 East, Salt Lake City SALT LAKE
UTAH	578 South State, Orem UTAH
UTAH	579 West Heritage Park Blvd., Layton DAVIS
UTAH	58 East Main Street, Delta MILLARD
UTAH	585 West 500 South, Bountiful DAVIS
UTAH	5926 Fashion Pointe Drive, Ogden WEBER
UTAH	648 North 900 East, Spanish Fork UTAH
UTAH	6955 Union Park, Midvale SALT LAKE
UTAH	6995 South Union Park, Midvale SALT LAKE
UTAH	7050 Union Park Center, Midvale SALT LAKE
UTAH	81 South Main Street, Heber City WASATCH
UTAH	90 North Main, Fillmore MILLARD
VIRGINIA	685 Berkmar Ct, Suite 2, Charlottesville, VA 22901
MICHIGAN	100 South Jackson, Suite 102,Jackson, MI 49201
TEXAS	100 W. Southlake Blvd., Suite 410,Southlake, TX 76092
ARIZONA	10611 North Hayden Road, Ste. 106,Scottsdale, AZ 85260
NEW YORK	110 Pearl Street, 9th Floor,Buffalo, NY 14202
OHIO	110 Polaris Parkway,Westerville, OH 43082
ARIZONA	11022 N. 28th Drive, Suite 295,Phoenix, AZ 85029
FLORIDA	111 North Orange Avenue, Suite 1285,Orlando, FL 32801
ARIZONA	11209 North Tatum Boulevard, Suite 230,Phoenix, AZ 85028
WASHINGTON	11250 Kirkland Way, Suite 101,Kirkland, WA 98033

14

State	Physical Addresses
WASHINGTON	11400 S.E. 8th Street, Suite 250,Bellevue, WA 98004
MICHIGAN	11501 North Straits Highway,Cheboygan, MI 49721
MICHIGAN	138 South Cochran,Charlotte, MI 48813
TEXAS	14201 Memorial Drive, Suite 101,Houston, TX 77062
UTAH	150 East Social Hall Avenue, Suite 525,Salt Lake City, UT 84111
MICHIGAN	1523 S. US 131, Suite A,Petoskey, MI 49770
INDIANA	1544 45th Street,Munster, IN 46321
NEW YORK	16 E. Main Street #925,Rochester, NY 14614
TEXAS	16055 Space Center Boulevard, Suite 180,Houston, TX 77062
MICHIGAN	1650 W. Big Beaver Road,Troy, MI 48084
OHIO	1670 Fishinger Road,Columbus, OH 43221
OHIO	1720 Zollinger Road,Upper Arlington, OH 43221
ARIZONA	17215 N. 72nd Drive, Suite 120,Glendale, AZ 85308
OHIO	1730 Hill Road North,Pickerington, OH 43147
FLORIDA	1734 Main Street,Sarasota, FL 34236
INDIANA	174 Bracken Parkway,Hobart, IN 46342
NEW YORK	180 East Post Road,White Plains, NY 10601
PENNSYLVANIA	1818 Market Street, Suite 2530,Philadelphia, PA 19103
FLORIDA	1890 Havendale Blvd.,Winter Haven, FL 33881
FLORIDA	19321C U.S. Highway 19 North, # 410,Clearwater, FL 33764
TEXAS	1992 F.M. 407, Suite 100,Lewisville, TX 75077
MASSACHUSETTS	20 Burlington Mall Road, Suite 450,Burlington, MA 01803
ILLINOIS	200 N. LaSalle, Suite 2450,Chicago, IL 60601
TEXAS	2100 McKinney Avenue, Suite 1200,Dallas, TX 75201
MICHIGAN	211 East Buffalo Street,New Buffalo, MI 49117
MICHIGAN	215 N. Kalamazoo Street,Paw Paw, MI 49079
TEXAS	230 N. Denton Tap Road, Suite 112,Coppell, TX 75019
WASHINGTON	2300 East Valley Hwy., Suite C1,Renton, WA 98055
MICHIGAN	2342 Woodlake Drive,Okemos, MI 48864
WASHINGTON	2345 Eastlake Ave. E,Seattle, WA 98102
WASHINGTON	24401 104th Ave., SE #102,Kent, WA 98031
OHIO	250 Civic Center Drive, Suite 460,Columbus, OH
INDIANA	2500 Calumet Avenue,Valparaiso, IN 46383
MICHIGAN	2505 East Paris, Suite 170,Grand Rapids, MI 49546
OHIO	2855 Stone Circle Drive,Troy, OH 45373
MICHIGAN	2896 North Williamston, Suite 600,Williamston, MI 48895
OHIO	3046 Columbus-Lancaster Road,Lancaster, OH 43130
MICHIGAN	305 N. Winter Street,Adrian, MI 49221
MICHIGAN	315 N. Division Street,Traverse, MI 49684
MICHIGAN	315 S. Franklin Street,Greenville, MI 48838
MICHIGAN	32 East Bacon Street,Hillsdale, MI 49242
ARIZONA	3200 E. Camelback Road, Suite 105,Phoenix, AZ 85018
TEXAS	3200 Long Prairie Road, Suite A,Flower Mound, TX 75022
MICHIGAN	32300 Northwestern Highway, Suite 125,Farmington Hills, MI 48334
MICHIGAN	327 W. Main Street,Ionia, MI 48846

15

State	Physical Addresses
UTAH	330 East 400 South,Salt Lake City, UT 84111
TEXAS	3301 Eldorado Parkway, Suite 100,McKinney, TX 75070
INDIANA	3394 Willowcreek Road,Portage, IN 46383
FLORIDA	3410 Henderson Boulevard #200,Tampa, FL 33609
FLORIDA	3431 Henderson Boulevard,Tampa, FL 33609
MICHIGAN	3490 Belle Chase, Suite 140,Lansing, MI 48910
NEW YORK	351 South Warren Street, Suite 500,Syracuse, NY 13202
TEXAS	3516 Preston Road, Suite 100,Plano, TX 75093
OHIO	3578 Fishinger Boulevard,Hilliard, OH 43026
MICHIGAN	3597 Henry Street, Suite 100,Muskegon, MI 49441
INDIANA	373 Meridian Park Lane, Suite D,Greenwood, IN 46142
ILLINOIS	3759 W. 95th Street, Suite 1,Evergreen Park, IL 60805
ARIZONA	3933 South McClintock Drive, Suite 505,Tempe, AZ 85282
MARYLAND	401 East Pratt St.#800,Baltimore, MD 21202
OHIO	4051 Whipple Avenue,Canton, OH 44718
OHIO	409 East Monument Avenue, #204,Dayton, OH 45402
OHIO	4100 Regent St., Suite B,Columbus, OH 43219
MICHIGAN	4175 Parkway Place, Suite 104,Grandville, MI 49418
MICHIGAN	420 Main Street,St. Joseph, MI 49085
MICHIGAN	42400 Garfield Road, Suite B,Clinton Township, MI 48038
OHIO	4511 Rockside Road, #220,Independence, OH 44131
TEXAS	4650 Ratliff Lane,Addison, TX 75001
ILLINOIS	4849 West 167th Street, Suite 101,Oakforest, IL 60462
MICHIGAN	490 Century Lane,Holland, MI 49423
OHIO	50 South Main Street, #705,Akron, OH 44308
CALIFORNIA	520 N. Central Avenue,Glendale, CA 91203
CALIFORNIA	525 B Street, 15th Floor,San Diego, CA 92101
OHIO	570 Polaris Parkway, Suite 140,Westerville, OH 43082
TEXAS	5950 Berkshire Lane, Suite 125,Dallas, TX 75225
ARIZONA	6197 South Rural Rd., Suite 103,Tempe, AZ 85283
MICHIGAN	6230 Orchard Lake Road, Suite 110,West Bloomfield, MI 48322
MICHIGAN	6301 M-68,Indian River, MI 49749
MICHIGAN	6452 Millennium Drive, Suite 140,Lansing, MI 48917
INDIANA	650 Girls School Road #A-10,Indianapolis, IN 43240
ILLINOIS	6616 W. Sermak, Berwyn, IL 60402
ARIZONA	6909 E. Greenway Parkway, Suite 120,Scottsdale, AZ 85254
UTAH	7090 South Union Park Ave., #410,Midvale, UT 84047
MICHIGAN	721 East Main Street,Niles, MI 49120
OHIO	7240 Muirfield Drive,Dublin, OH 43017
ILLINOIS	750 Essington Road,Joliet, IL 60435
TEXAS	7517 Campbell Road, Suite 404,Dallas, TX 75248
MICHIGAN	830 West Lake Lansing Road, Suite 200,East Lansing, MI 48823
OHIO	8351 North High Street, Suite 150,Columbus, OH 43235
INDIANA	8356 Keystone Crossing #102,Indianapolis, IN 43240
FLORIDA	9015 Town Center Parkway, Suite 102,Lakewood Ranch, FL 34202

16

State	Physical Addresses
ARIZONA	91 N. Val Vista Drive, Suite 101,Gilbert, AZ 85234
MICHIGAN	950 Taylor Ave., Suite 150,Grand Haven, MI 49417
INDIANA	One Indiana Square, Suite 1640,Indianapolis, IN 46204
WASHINGTON. DC	One Lafayette Centre 1120 20th St., NW. Ste 725 S.,Washington DC 20036
ILLINOIS	One Parkview Plaza, Suite 650,Oakbrook Terrace, IL 60181
INDIANA	One Professional Center, Suite 215,Crown Point, IN 46307
MICHIGAN	Southpoint Mall 1089 South U.S. 27, #19A,St. Johns, MI 48879
ARIZONA	2451 East Baseline, Suite 440, Gilbert, AZ 85234
ARIZONA	2600 North Central Ave., Suite 1900,Phoenix, AZ 85004
CALIFORNIA	3355 Michelson Dr., Suite 300,Irvine, CA 92612
TEXAS	1801 Lakepointe Dr., Suite 111,Lewisville, TX 75057
MICHIGAN	1591 Galbraith Avenue,Grand Rapids, MI 49546
CALIFORNIA	3355 Michelson Dr., Suite 300,Irvine, CA 92612
FLORIDA	2075 Centre Pointe Boulevard,Tallahassee, FL 32308
CONNECTICUT	185 Asylum Street, Cityplace II, 10th Floor,Hartford, CT 06103
COLORADO	5995 Greenwood Plaza Blvd., Suite 110,Greenwood Village, CO 80111
COLORADO	950 South Cherry St., Suite 1200,Denver, CO 80246
CALIFORNIA	3 First American Way,Santa Ana, CA 92707
CALIFORNIA	1855 Gateway Blvd., Suite 360,Concord, CA 94520
CALIFORNIA	3 First American Way, Santa Ana, CA 92707
MISSOURI	1600 South Brentwood, Suite 220,St. Louis, MO 63144
MINNESOTA	7777 Washington Avenue South, Edina, MN 55439
MASSACHUSETTS	The Prudential Center,101 Huntington Ave., 13th Floor,Boston, MA 02199
ILLINOIS	27775 Diehl Road,Warrenville, IL 60555
IDAHO	7311 Potomac Drive,Boise, ID 83704
IDAHO	195 South Broadway,Blackfoot, ID 83221
GEORGIA	5775 Glenridge Dr., Suite A-210,Atlanta, GA 30328
UTAH	330 East 400 South,Salt Lake City, UT 84111
OREGON	1700 S.W. Fourth Ave., Suite 102, Portland, OR 97201
OHIO	Eaton Center Building, 1111 Superior Ave., Suite 700,Cleveland, OH 44114
NEW YORK	333 Earle Ovington Blvd., Suite 300,Uniondale, NY 11553
NEW MEXICO	2601 Louisiana Boulevard, N.E., Albuquerque, NM 87110
NEVADA	3760 Pecos McLeod Interconnect, Suite 7, Las Vegas, NV 89121
WISCONSIN	3330 University Ave., Second Floor, Madison, WI 53705
WASHINGTON	2101 Fourth Ave., Suite 800, Seattle, WA 98121
VIRGINIA	9990 Lee Hwy., Suite 550,Fairfax, VA 22030

17

ANNEX B

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS: FIRST AMERICAN TITLE INSURANCE COMPANY (“Seller”), for and in consideration of the sum of One Dollar ($1) and other good and valuable consideration, provided by GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS (“Buyer”), with offices at 401 Merritt Seven, Suite 23, Norwalk, Connecticut 06851-1177, the receipt of which is hereby acknowledged, does hereby sell, assign, transfer, set over and convey to Buyer the equipment (the “Equipment”) leased under Schedule No. 1 dated as of December 29, 2004, between Seller and Buyer, executed pursuant to the Master Lease Financing Agreement dated as of December 29, 2004 (the “Master Lease Financing Agreement”), between Seller and Buyer. Capitalized terms used herein without definition shall have the meaning given them in the Master Lease Financing Agreement.

Buyer and Seller agree and acknowledge that the sale and conveyance contemplated hereby is solely for the purpose of granting to Buyer a security interest in the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Seller or its Affiliates pursuant to the Lease and legal title shall remain with Seller.

Buyer is purchasing the Equipment described above in reliance upon its personal inspection and knowledge of the Equipment and in an “AS-IS, WHERE-IS”, condition.

SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT THAT (1) SELLER HAS GOOD TITLE TO THE EQUIPMENT, FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES, (2) BUYER WILL ACQUIRE ITS INTEREST IN THE EQUIPMENT FREE FROM ALL LIENS, CLAIMS AND ENCUMBRANCES, AND (3) SELLER HAS THE RIGHT TO SELL AND CONVEY THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WARRANTIES WITH RESPECT TO THE QUALITY, CONTENT, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT AND NO WARRANTIES AGAINST PATENT INFRINGEMENT OR THE LIKE.

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IN WITNESS WHEREOF, Buyer and Seller have executed this Bill of Sale this              day of                     , 200    .

BUYER:	SELLER:
GENERAL ELECTRIC CAPITAL CORPORATION,	FIRST AMERICAN TITLE INSURANCE
FOR ITSELF AND AS AGENT FOR CERTAIN	COMPANY
PARTICIPANTS
By:	By:
Name:	Name:
Title:	Title:

2

ANNEX C

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

CERTIFICATE OF ACCEPTANCE

To:	General Electric Capital Corporation,
	for Itself and as Agent for Certain Participants

Pursuant to the provisions of the above Schedule and Master Lease Financing Agreement (collectively, the “Lease”), Lessee hereby certifies and warrants that (a) all Equipment listed in the related Bill of Sale or invoice is in good condition and appearance, installed (if applicable), at the Equipment Location specified in Annex A to the Schedule, and in good working order (ordinary wear and tear excepted); and (b) Lessee accepts the Equipment for all purposes of the Lease and all attendant documents.

Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; and (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof.

Lessee’s Authorized Representative

Dated:                              , 200    

ANNEX D

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

RETURN PROVISIONS: Upon the expiration or any termination of the Term of this Schedule provided that Lessee has elected not to exercise its extension option or its purchase option pursuant to Section 9 of the Lease, Lessee shall, at its expense:

(A) Properly remove all Lessee or Affiliate installed markings which are not necessary for the operation, maintenance or repair of the Equipment.

(B) Ensure all Equipment and equipment operations conform to all applicable local, state, and federal laws, health and safety guidelines.

(C) The Equipment shall be redelivered with all component parts in good operating condition. All components must meet or exceed the manufacturer’s minimum recommended specifications unless otherwise specified.

(D) Upon sale of the Equipment to a third party, provide transportation to any locations anywhere in the world selected by Lessor.

(E) Obtain and pay for a policy of transit insurance for the redelivery period in an amount equal to the replacement value of the Equipment and the Lessor shall be named as the loss payee on all such policies of insurance.

(F) Be responsible for the cost of all repairs, alterations, inspections, appraisals, storage charges, insurance costs, demonstration costs, and other related costs necessary to place the Equipment in such condition as to be in complete compliance with this Lease.

(G) Lessor has the right to attempt resale of the Equipment from the Equipment Locations with the Lessee’s full cooperation and assistance, for a period of one hundred twenty (120) days from Lease expiration. During this period, the Equipment must remain operational with the necessary electrical power to maintain and demonstrate the Equipment to any potential buyer.

(H) Lessor at its sole discretion may, from time to time, inspect the Equipment at the Lessee’s sole expense. If any discrepancies are found as they pertain to the general condition of the Equipment, Lessor will communicate these discrepancies to the Lessee in writing. Lessee shall have thirty (30) days to rectify these discrepancies. Lessee shall pay all expenses for the reinspection by the Lessor appointed expert, if corrective measures are required.

(I) The Equipment shall be free from all Contaminants and otherwise fully in compliance with all Environmental Laws.

In addition, with respect to all computer and computer-related equipment:

(1) At least one hundred twenty (120) days and not more than one hundred fifty (150) days prior to expiration of the Lease, provide to Lessor a detailed inventory of all primary components of the Equipment. The inventory should include, but not be limited to, a listing of model and serial numbers for all primary components comprising the Equipment (i.e. laptops, processors, and monitors).

(2) At least ninety (90) days prior to expiration of the Lease, cause manufacturer’s representative, qualified equipment maintenance provider, or in-house computer support expert (acceptable to the Lessor), to perform a comprehensive test of the hardware and operating system of the Equipment; and if during such inspection, examination and test, the authorized inspector finds either the

hardware or operating system of the Equipment not operating within the manufacturer’s specifications, then Lessee shall repair or replace such defective material and, after corrective measures are completed, Lessee will provide for a follow-up inspection of the Equipment by the authorized inspector.

(3) Provide for a comprehensive report which certifies that the Equipment has been properly inspected, examined and tested and that the hardware and operating system are operating within the manufacturer’s specifications.

(4) At Lease termination or upon receiving reasonable notice from Lessor, provide or cause the vendor(s), manufacturer(s), maintenance providers, or in-house computer personnel to provide to Lessor the following documents: (1) one set of service manuals and operating manuals including replacements and/or additions thereto, such that all documentation is completely up-to-date; (2) one set of documents, detailing maintenance records, and other technical data concerning the set-up and operation of the Equipment, including replacements and/or additions thereto, such that all documentation is completely up-to-date.

(5) Provide for the deinstallation, packing, transporting and certifying of the Equipment to include, but not limited to, the following: (1) the manufacturer’s representative, maintenance provider, or in-house computer support personnel shall de-install all Equipment (including all wire, cable and mounting hardware) in accordance with the specifications of the manufacturer; (2) the Equipment shall be packed properly and in accordance to the manufacturer’s recommendations; (3) Lessee shall transport the Equipment via a mode of transportation reasonably selected by Lessor and in a manner consistent with the manufacturer’s recommendations and practices; and (4) Lessee shall obtain and pay for a policy of transit insurance for the redelivery period in an amount equal to the replacement value of the Equipment and Lessor shall be named as the loss payee on all such policies of insurance.

(6) At the request of Lessor, provide safe, secure storage for the Equipment for one hundred twenty (120) days after expiration or earlier termination of the Lease at an accessible location satisfactory to Lessor.

In addition, with respect to all furniture and equipment (other than computers or computer-related equipment):

(7) At least ninety (90) days and not more than one hundred twenty (120) days prior to the termination of the Lease: (1) ensure Equipment has been maintained and is operating within the manufacturer’s specifications; (2) cause manufacturer’s representative, or other qualified maintenance provider (including inhouse personnel), acceptable to Lessor, to perform a physical inspection and test all of the components and capabilities of the Equipment and provide a full inspection report to Lessor, and that there should be no missing screws, bolts, fasteners, etc.; the furniture will be free of all large scratches, marks, gouges, dents, discoloration or stains; all drawers, runners and locks will be in good working condition, will include keys; and there shall be no evidence of extreme use or overloading, i.e. bowed or sagging shelves; and (3) if during such inspection the Equipment is found not to be in compliance with the above, then Lessee shall remedy them per the Lease and provide a follow-up inspection to verify the Equipment meets the return provisions.

(8) Upon lease termination, Lessee shall (1) have the manufacturer’s representative, or other person (including inhouse personnel) acceptable to Lessor, de-install all Equipment including all wire, cable and mounting hardware; (2) if applicable, ensure all necessary permits and labor are obtained to deliver the Equipment; (3) the Equipment shall be packed properly and in accordance with the manufacturer’s recommendations; (4) the Lessee shall provide for the transportation of the Equipment via a mode of transportation reasonably selected by Lessor and, in a manner consistent with the manufacturer’s recommendations and practices, to any locations within the continental United States as Lessor shall direct; and shall have the Equipment unloaded at such locations; (5) at Lessor’s choice, either (a) allow Lessor, at Lessor’s expense, and provided Lessor has provided reasonable notice to Lessee, to arrange for an on-site auction of the Equipment which will be conducted in a manner that will not interfere with the Lessee’s business operations, or (b) Lessee shall provide free safe storage for the Equipment for a period not to exceed one hundred twenty (120) days from the Lease expiration.

2

ANNEX E

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

FINANCIAL TERMS: The financial terms applicable with respect to this Schedule are as follows:

1. Capitalized Lessor’s Cost: $68,000,000.

2. Basic Term: eight (8) quarters.

3. Basic Term Commencement Date: December 29, 2004.

4. Last Delivery Date: December 31, 2004.

5. Lease Balance: $68,000,000 (provided, however, that the Lease Balance shall be adjusted in accordance with the provisions of Section 7(b) of the Agreement, and shall be reduced from time to time by the amount of each Principal Component actually paid by Lessee hereunder; provided, further that the Lease Balance shall not be reduced solely as a result of a rejection of the Agreement in the event of the bankruptcy of Lessee).

6. Lessee Federal Employer Identification Number: 95-2566122

7. Lessee Organizational Number: C0553525

8. Lessee’s “location” (as such term is used in Article 9 of the UCC): California.

RENT: The Rent applicable with respect to this Schedule is as follows:

Commencing on the last day of the initial Rent Payment Period, and on the last day of each successive Rent Payment Period during the Term (each, a “Rent Payment Date”), Lessee shall pay as rent (“Basic Term Rent”) quarterly installments of principal and interest, in arrears, in the amount of the sum of the Principal Component and the Interest Component. As used herein, “Rent Payment Period” shall mean the period from and including the date on which Lessee executes the Certificate of Acceptance with respect to the Equipment described on this Schedule, to but excluding the 29th day of the third calendar month thereafter, and the period from and including the 29th day of each successive third calendar month thereafter through but excluding the 29th day of the next succeeding third calendar month thereafter (provided, however, that the final Rent Payment Period shall commence on (and include) the last day of the Rent Payment Period immediately preceding the final Rent Payment Period and end on (but exclude) the final Rent Payment Date). As used herein, “Principal Component” as to any Rent Payment Date shall mean the amount specified on Exhibit No. 2 to this Annex E. As used herein, “Interest Component” as to any Rent Payment Date shall mean the sum of the Daily Interest for each day in the related Rent Payment Period as specified on Exhibit No. 2 to this Annex E. The Rent may not be prepaid.

LEASE BALANCE, MAXIMUM LESSEE RISK AMOUNT AND MAXIMUM LESSOR RISK AMOUNT: The Lease Balance, Maximum Lessee Risk Amount and Maximum Lessor Risk Amount with respect to the Equipment described on this Schedule are as follows:

End of Quarter	Lease Balance	Maximum Lessee Risk Amount	Maximum Lessor Risk Amount
8	62.2552	50.6049	11.6503
12	41.7237	35.2908	6.4329
16	20.0000	15.6774	4.3226

expressed as a percent of the Capitalized Lessor’s Cost of the Equipment. If Lessee exercises the option pursuant to Section 9(c) of the Agreement, the Lease Balance shall be reduced by the amount received by Lessor pursuant to clause (i) of Section 9(c) of the Agreement. Reductions shall be effective as of the date such payments are received by Lessor as provided in Section 2(b) of the Agreement and applied on the relevant Rent Payment Date.

EXHIBIT NO. 1 TO ANNEX E

Daily Interest	=	Lease Balance x (Interest Rate/360)
Interest Rate	=	5.684 percent per annum

EXHIBIT NO. 2 TO ANNEX E

Rent Payment	Starting Balance		Total Payment		Interest Component		Principal Component
3/29/05	$	68,000,000.00	$	4,018,398.99	$	966,280.00	$	3,052,118.99
6/29/05	$	64,947,881.01	$	4,018,398.99	$	922,909.39	$	3,095,489.61
9/29/05	$	61,852,391.40	$	4,018,398.99	$	878,922.48	$	3,139,476.51
12/29/05	$	58,712,914.89	$	4,018,398.99	$	834,310.52	$	3,184,088.47
3/29/06	$	55,528,826.41	$	4,018,398.99	$	789,064.62	$	3,229,334.37
6/29/06	$	52,299,492.04	$	4,018,398.99	$	743,175.78	$	3,275,223.21
9/29/06	$	49,024,268.83	$	4,018,398.99	$	696,634.86	$	3,321,764.13
12/29/06	$	45,702,504.70	$	4,018,398.99	$	649,432.59	$	3,368,966.40
3/29/07	$	42,333,538.29	$	4,018,398.99	$	601,559.58	$	3,416,839.42
6/29/07	$	38,916,698.88	$	4,018,398.99	$	553,006.29	$	3,465,392.70
9/29/07	$	35,451,306.18	$	4,018,398.99	$	503,763.06	$	3,514,635.93
12/29/07	$	31,936,670.24	$	4,018,398.99	$	453,820.08	$	3,564,578.91
3/29/08	$	28,372,091.33	$	4,018,398.99	$	403,167.42	$	3,615,231.58
6/29/08	$	24,756,859.76	$	4,018,398.99	$	351,794.98	$	3,666,604.02
9/29/08	$	21,090,255.74	$	4,018,398.99	$	299,692.53	$	3,718,706.46
12/29/08	$	17,371,549.28	$	4,018,398.99	$	246,849.72	$	3,771,549.28

ANNEX F

TO

SCHEDULE NO. 1

DATED THIS 29th DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

ESTOPPEL/WAIVER AGREEMENT

                    , 200  

Gentlemen/Ladies:

General Electric Capital Corporation, for Itself and as Agent for Certain Participants, and their successors and assigns (“Lessor”), has entered into, or is about to enter into, a lease (the “Lease”) with First American Title Insurance Company (“Lessee”), pursuant to which Lessee has leased or will lease from Lessor certain personal property (such property, together with any replacements thereof, being referred to as the “Personal Property”). Some or all of the Personal Property is, or will be, located at certain premises described on Annex A (the “Premises”). This letter is being sent to you because of your interest in the Premises.

By your signature below, you hereby agree (and we shall rely on your agreement) that: (i) the Personal Property is, and shall remain, personal property regardless of the method by which it may be, or become, affixed to the Premises; (ii) your interest in the Personal Property and any proceeds thereof (including, without limitation, proceeds of any insurance therefor) shall be, and remain, subject to the interest of Lessor and its assigns (until and unless Lessor shall formally release or transfer its interest in the Personal Property to Lessee); (iii) Lessor, and its assigns, and their respective employees and agents, shall have the right with prior notice, from time to time, to enter the Premises for the purpose of inspecting the Personal Property; and (iv) Lessor, and its assigns, and their respective employees and agents, shall have the right, upon any default by Lessee under the Lease, to enter the Premises and to remove the Personal Property from the Premises. Lessor agrees to reimburse you for any damages actually caused to the Premises by Lessor, or its employees or agents, during any such removal. These agreements shall be binding upon, and shall inure to the benefit of, any successors and assigns of the parties hereto.

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We appreciate your cooperation in this matter of mutual interest.

GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS

By:

Name:

Title:

AGREED TO AND ACCEPTED BY:

By:

Name:

Title:

Date:                     , 200  

¨ Mortgagee

¨ Landlord

¨ Realty Manager

2

EQUIPMENT SCHEDULE

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

Lessor & Mailing Address:	Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORPORATION,	FIRST AMERICAN TITLE INSURANCE
FOR ITSELF AND AS AGENT FOR CERTAIN	COMPANY
PARTICIPANTS	1 First American Way
401 Merritt Seven	Santa Ana, California 92707
Suite 23
Norwalk, Connecticut 06851-1177

This Equipment Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Financing Agreement identified above (“Agreement”; said Agreement and this Equipment Schedule being collectively referred to as “Lease”). This Equipment Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.

A. Equipment.

Pursuant to the terms of the Agreement, Lessor agrees to acquire and lease to Lessee the Equipment listed on Annex A attached hereto and made a part hereof.

B. Financial Terms.

The financial terms of this Schedule are specified on Annex E attached hereto and made a part hereof.

C. Insurance.

1. Public Liability: $10,000,000, total liability per occurrence.

2. Casualty and Property Damage: An amount equal to the higher of the Lease Balance or the full replacement cost of the Equipment.

This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.

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IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.

LESSOR:		LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN COMPANY PARTICIPANTS		FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Peter DiBiasi	By:	/s/ William G. Ergas
Name:	Peter DiBiasi	Name:	William G. Ergas
Title:	Duly Authorized Signatory	Title:	VP/Treasurer
		Attest:
		By:	/s/ Max O. Valdes
		Name:	Max O. Valdes
		Title:	VP/Chief Accounting Officer

2

ANNEX A

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

DESCRIPTION OF EQUIPMENT

FAST software, more fully described as follows:

Features and Functionalities

The FAST software application includes several features and functionalities that significantly streamline the data entry, file processing and document preparation of the title and escrow processes.

Data Entry

• FAST offers one working file for both title and escrow eliminating redundant data entry.

• Unlimited data entry fields.

• Paperless work environment support.

• Auto numbered file entry eliminating the need for manual log books.

• File numbers may be reserved if a block of order numbers are needed.

• Manual file numbering option is available.

• File copying feature allows file to file copying, master file copying, subdivision base file copying, and document copying.

• Selected file processes and user activity can be tracked in a non-editable format.

• Centralized file notes are available and can be used, viewed, or entered by all employees associated to a file.

• Customer’s preferred contact is stored in the address book and will populate the order when selected.

File Process

• All information entered for prior file processing populates disbursement information, checks, and reference fields where appropriate.

• HUD & Settlement Statement can accommodate unlimited charges.

• Charge field descriptions can be auto populated by system set up to alleviate manual input.

• HUD, HUD1-A, Settlement Statements and Disbursement Statements available, formats include buyer only, borrower only, seller only, or combined statements.

• HUD is RESPA compliant and helps to ensure lenders of compliance.

• Calculates estimated and expected New Loan funding amount.

• Hold Funds screen captures amounts, dates, and instructions for managing funds post closing. Alerts are automatically generated when conditions for release are met.

• Automatic calculations of transfer taxes upon file creation are updated if file criteria should change.

• Option for checks to the County Recorder and taxing authorities to be created automatically.

• Automatic invoicing is available for all parties associated to the file.

Workflow and task management

• Task management at a glance is available on a personal level or file level.

• Task templates are generated based on transactional criteria including: transaction type, property type, service type, and type of product being issued.

• Alerts can be configured for tasks with upcoming due dates or for tasks that are over due.

• Alert criteria can be established at a regional, office, or file level.

• Ability to assign tasks to an individual or group.

• Status of assigned tasks is readily accessible on each file.

• Immediate notification possible for task completion or follow up needed.

• Customers can view the status of tasks in their files via web-based tools.

Document preparation

• Documents are designed to pull information already entered into the file and auto fill data fields without user intervention.

• Document templates populate files based on extensive filter criteria. Only documents that should apply to the file will display in the document repository.

• Phrases or text within a document template can be conditioned to appear or disappear based on file conditions making document creation more intuitive.

• Phrases or text that is mandatory can be set up with a ‘required’ flag and cannot be deleted by users on the file level.

• Custom document packages can be created and made available for users.

• All documents can be previewed, printed, faxed or emailed directly from the application.

• Documents can be posted to other online applications for customers to view or print.

Financial transactions

• Entering settlement information also creates disbursements with all necessary information.

• The system can generate a wire or a check for each disbursement.

• Wire requests can be printed, faxed or emailed to the desired department.

• Disbursement amounts are available to split between parties as needed.

• Fee transfers can be used to eliminate the need for cutting a check to pay internal fees.

• Check and receipt numbers are tracked by FAST making manual logs no longer necessary.

• Disbursement and deposit history is viewable within each file.

2

Interfaces

• Interfaces to trust accounting and accounts receivable applications.

• Interfaces to legal description database and FAST Search for title information.

• Two different online customer transaction management systems interface to FAST, allowing customers to open orders, view the status of orders, and interact with their documents.

Miscellaneous

• Captures multiple underwriter data allowing remittance reporting and document preparation with correct data.

• Built in imaging functionality

• Files can be shared in multiple locations giving the opportunity to centralize file processes.

• Automatic archiving of file data; easily retrievable at any time.

• Custom reports can be designed and written.

• Online help and training information is built into the application.

Architecture

FAST is a three-tiered intranet web-based application that services FAST users across a WAN (Wide Area Network) infrastructure. The basic underlying architecture used is Microsoft’s Distributed Internet Architecture (DNA) that was introduced in 1998. It is currently being converted to .Net technology. DNA is a three-tiered architecture where the client tier is Internet Explorer (IE) with Dynamic Hypertext Markup Language (DHTML), middle tier using Internet Information Server (IIS) with Active Server Pages (ASP) and Component Objects (COM) and the data tier using Microsoft SQL Server.

FAST further divides the middle tier into three sub-tiers; 1 - Web Application Server tier using IIS, 2 - Document Delivery Server tier for document rendering, 3 - Interface Server tier for providing access to other First American systems. The divided middle tier architecture provides the scalability required for a system such as FAST. With this architecture, FAST can be load balanced across many servers within each of the sub-tiers or the entire application can operate within a single Windows 2000 desktop.

FAST is sub-divided into following logical tiers:

IE Client Tier

This tier runs on a user’s Windows 2000 desktop using Microsoft Internet Explorer. FAST screens are rendered using HTML pages where custom components are automatically downloaded to manage client side processing logic. These components are as follows:

• Client side Business Object Manager (CBOM) 1 and 2, which are Java applets that provide proxy interface to the middle-tier business objects.

• JScript files provide client side data validation, screen controls, dynamic screen rendering, etc, by interacting with the CBOM proxy business objects and IE’s Document Object Model (DOM).

• PrintManager is a VeriSign signed ActiveX component that allows access to locally attached printers to provide printing of FAST generated documents.

• Adobe Acrobat Reader provides previewing of FAST documents.

3

Web / App Server Tier

This is a server side tier that runs on Windows 2000 Advance Server using IIS (Microsoft Internet Information Server). IIS is designed to serve HTML and ASP pages, JS (Jscript) files, IMG (image) files, CCS (Cascading Style Sheets) and CAB files downloaded to the IE client tier. It also serves as a middle-tier Application Server by using Windows 2000 Component Services (COM+). The business tier processing logic (Business Object Components) runs in this process space. The following is a list of components that reside in this space:

• Business Objects (BO) provide encapsulation of business logic and data.

• XMLMarshaller, XMLBroker and FAST ASP Framework components provide framework support to the business objects’ interaction with the IE client tier CBOMs.

• Data Access Layer (DAL) provides abstracted access between the BO layer and FAST SQL server using ActiveX Data Objects (ADO).

• MSMQ (Microsoft Message Queuing Server) allows asynchronous interfacing with Doc Delivery Servers and interoperation with other systems (i.e. FastSearch, FastWeb, WinTrack).

• FAST Web-Services serve up FAST data to non-FAST systems. This is a recent architectural addition that is currently used to provide data access to First American Interactive FastWeb Client View system (see “Other Systems” section). This architecture is currently being converted to Microsoft’s .NET technology.

Doc Delivery Server Tier

This server tier provides dynamic rendering of FAST documents. When a user requests a document to be imaged, printed, e-mailed, faxed or previewed, the request is dispatched to a Doc Delivery Server to bind user data with a FAST user-defined document template. The binding of the data and the user-defined template is done using Microsoft WinWord. The rendered document is then “delivered” to the requested destination (client’s printer, FAST mail server, FAST fax server or client’s Adobe Acrobat Reader for previewing). This process uses the same set of Business Objects as used in Web App Server tier to retrieve and resolve user data in a document.

SQL Server Database Tier

FAST uses Microsoft SQL 2000 RDBMS (Relational Database Management System). All access to the FAST database is by use of stored-procedures. This approach provides better performance and manageability over dynamic SQL commands since stored procedures are compiled and can be performance tuned as necessary. The FAST stored-procedures are grouped into the following four categories:

• “GetObject” type to retrieve a single data item (row).

• “GetObjects” type to retrieve one or more (collection of) data items.

• “SetObject” type to update data.

• “DeleteObject” type to delete a data item.

Other Systems (Interfaces Tier)

FAST interoperates with the following non-FAST First American systems:

• FastWeb interface allows First American customers the ability to enter Title/Escrow orders and view status of these orders using the Internet.

• FastSearch provides title search data to FAST. The FAST interface system retrieves the FastSearch data automatically as a background process upon creation of a new order (if property info is available). The data retrieved from FAST Search is both raw in the form of data and imaged documents.

• WinTrack is used by Lenders Advantage to process title orders. These orders are transmitted to FAST, which is then used by Lenders Advantage for closing process.

4

• TrustNet provides Trust Accounting for FAST Escrow orders. This is a one-way interface that supports the transmission of both the original and adjusted trust accounting transactions.

• Datafaction is a general accounts receivable system for the First American offices. This is a one-way interface that supports the transmission of invoiced items to the Datafaction system.

5

ANNEX B

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS: FIRST AMERICAN TITLE INSURANCE COMPANY (“Seller”), for and in consideration of the sum of One Dollar ($1) and other good and valuable consideration, provided by GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS (“Buyer”), with offices at 401 Merritt Seven, Suite 23, Norwalk, Connecticut 06851-1177, the receipt of which is hereby acknowledged, does hereby sell, assign, transfer, set over and convey to Buyer the software (the “Equipment”) leased under Schedule No. 2 dated as of December 29, 2004, between Seller and Buyer, executed pursuant to the Master Lease Financing Agreement dated as of December 29, 2004 (the “Master Lease Financing Agreement”), between Seller and Buyer. Capitalized terms used herein without definition shall have the meaning given them in the Master Lease Financing Agreement.

Buyer and Seller agree and acknowledge that the sale and conveyance contemplated hereby is solely for the purpose of granting to Buyer a security interest in the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Seller or its Affiliates pursuant to the Lease and legal title shall remain with Seller.

Buyer is purchasing the Equipment described above in reliance upon its personal inspection and knowledge of the Equipment and in an “AS-IS, WHERE-IS”, condition.

SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT THAT (1) SELLER HAS GOOD TITLE TO THE EQUIPMENT, FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES, (2) BUYER WILL ACQUIRE ITS INTEREST IN THE EQUIPMENT FREE FROM ALL LIENS, CLAIMS AND ENCUMBRANCES, AND (3) SELLER HAS THE RIGHT TO SELL AND CONVEY THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WARRANTIES WITH RESPECT TO THE QUALITY, CONTENT, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT AND NO WARRANTIES AGAINST PATENT INFRINGEMENT OR THE LIKE.

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IN WITNESS WHEREOF, Buyer and Seller have executed this Bill of Sale this              day of                     , 200    .

BUYER:	SELLER:
GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN COMPANY PARTICIPANTS	FIRST AMERICAN TITLE INSURANCE COMPANY
By:	By:
Name:	Name:
Title:	Title:

2

ANNEX C

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

CERTIFICATE OF ACCEPTANCE

To:	General Electric Capital Corporation,
	for Itself and as Agent for Certain Participants

Pursuant to the provisions of the above Schedule and Master Lease Financing Agreement (collectively, the “Lease”), Lessee hereby certifies and warrants that (a) all Equipment listed in the related Bill of Sale or invoice is in good condition and appearance, installed (if applicable), at the Equipment Location specified in Annex A to the Schedule, and in good working order (ordinary wear and tear excepted); and (b) Lessee accepts the Equipment for all purposes of the Lease and all attendant documents.

Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; and (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof.

Lessee’s Authorized Representative

Dated:                              , 200    

ANNEX D

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

RETURN PROVISIONS: Upon the expiration or any termination of the Term of this Schedule provided that Lessee has elected not to exercise its extension option or its purchase option pursuant to Section 9 of the Lease, Lessee shall, at its expense:

(A) Properly remove all Lessee or Affiliate installed markings which are not necessary for the operation, maintenance or repair of the Equipment.

(B) Ensure all Equipment and equipment operations conform to all applicable local, state, and federal laws, health and safety guidelines.

(C) The Equipment shall be redelivered with all component parts in good operating condition. All components must meet or exceed the manufacturer’s minimum recommended specifications unless otherwise specified.

(D) Upon sale of the Equipment to a third party, provide transportation to any locations anywhere in the world selected by Lessor.

(E) Obtain and pay for a policy of transit insurance for the redelivery period in an amount equal to the replacement value of the Equipment and the Lessor shall be named as the loss payee on all such policies of insurance.

(F) Be responsible for the cost of all repairs, alterations, inspections, appraisals, storage charges, insurance costs, demonstration costs, and other related costs necessary to place the Equipment in such condition as to be in complete compliance with this Lease.

(G) Lessor has the right to attempt resale of the Equipment from the Equipment Locations with the Lessee’s full cooperation and assistance, for a period of one hundred twenty (120) days from Lease expiration. During this period, the Equipment must remain operational with the necessary electrical power to maintain and demonstrate the Equipment to any potential buyer.

(H) Lessor at its sole discretion may, from time to time, inspect the Equipment at the Lessee’s sole expense. If any discrepancies are found as they pertain to the general condition of the Equipment, Lessor will communicate these discrepancies to the Lessee in writing. Lessee shall have thirty (30) days to rectify these discrepancies. Lessee shall pay all expenses for the reinspection by the Lessor appointed expert, if corrective measures are required.

(I) The Equipment shall be free from all Contaminants and otherwise fully in compliance with all Environmental Laws.

In addition, with respect to software:

(i) The “Equipment” shall include all software programs, software documentation, software licenses, and any right to use licenses/agreements set forth in Annex A to the Schedule. Lessee will no longer be allowed to use any of the software programs which are covered under this Schedule, and Lessee will not be entitled to re-license any of these software programs with the original vendors.

(ii) As least one hundred eighty (180) days prior to expiration of the Lease, Lessee shall provide to Lessor a detailed inventory of all components of the Equipment comprising software programs, software documentation, software licenses, and any right to use licenses/agreements. The inventory

would include, but not be limited to, a listing of manufacturer and vendor, model number, version number, and serial/license numbers for all components comprising the Equipment, and, upon specified request by/of Lessor a detailed listing of all copies of the software (including locations) and related documentation materials. Additionally, Lessee will provide to Lessor copies of all original invoices and purchase orders for each purchased asset included on Annex A to the Schedule, such that each purchased item included on Annex A to the Schedule will have a corresponding purchase order and invoice. For any internally generated and capitalized costs incurred and included on Annex A to the Schedule (including capitalized labor), Lessee will provide to Lessor documentation in form and substance acceptable to Lessor accounting for the capitalized costs, including actual hours incurred, actual rates charged and actual activities completed. If Lessee cannot provide such support detail for any item described on Annex A to the Schedule, Lessee shall pay to Lessor a replacement fee calculated as 100% of the replacement cost of each respective item. The replacement fee will be determined by the Lessor, and shall be paid at the time of return of such Equipment.

(iii) At least one hundred eighty (180) days prior to the expiration of the Lease, upon written request of Lessor and during normal operating hours of Lessee, Lessee shall make the Equipment and appropriate personnel available for demonstrations and detailed operational inspections by perspective purchasers/users.

(iv) Upon the termination of this Schedule, or upon receiving reasonable notice from Lessor, Lessee shall provide to Lessor the following documents: (1) two sets of service manuals and operating manuals including replacements and/or additions thereto, such that all documentation is completely up-to-date; (2) two sets of documents detailing equipment configuration, operating requirements, maintenance records, and other technical data concerning the operation of the Equipment, including replacements and /or additions thereto, such that all documentation is completely up-to-date; (3) a listing of all passwords required to access all password protected files and applications comprising the Equipment.

(v) Lessee shall properly remove all Lessee installed markings (including Lessee and affiliated company logos) that are not necessary for the installation, maintenance or repair of the Equipment.

(vi) Lessee shall provide for the de-installation, packing, transporting and certifying of the Equipment to include, but not limited to, the following: (1) de-install all Equipment in accordance with the specifications of the manufacturer(s) or vendor(s), as appropriate, and provide to Lessor written confirmation that all Equipment has been completely removed; (2) each item of Equipment will be returned with a certificate from each manufacture or vendor, as appropriate, certifying that the Equipment was in good operating condition at the time of de-installation; (3) six complete and installable electronic copies of the Equipment shall be provided to Lessor on appropriate industry standard media and in a form such that the Equipment can be immediately installed and re-installed; and (4) two complete sets of installation instructions for the Equipment.

(vii) Upon Lessor’s request, Lessee shall provide technical personnel to supervise the installation of the Equipment at up to six (6) locations specified by Lessor within the continental United States. Lessee shall provide technical assistance related to the installation, operation, and maintenance of the Equipment for a period of one hundred eighty (180) days following the successful installation of the Equipment at each location specified above.

2

ANNEX E

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29, 2004

FINANCIAL TERMS: The financial terms applicable with respect to this Schedule are as follows:

1. Capitalized Lessor’s Cost: $54,000,000.

2. Basic Term: eight (8) quarters.

3. Basic Term Commencement Date: December 29, 2004.

4. Last Delivery Date: December 31, 2004.

5. Lease Balance: $54,000,000 (provided, however, that the Lease Balance shall be adjusted in accordance with the provisions of Section 7(b) of the Agreement, and shall be reduced from time to time by the amount of each Principal Component actually paid by Lessee hereunder; provided, further that the Lease Balance shall not be reduced solely as a result of a rejection of the Agreement in the event of the bankruptcy of Lessee).

6. Lessee Federal Employer Identification Number: 95-2566122

7. Lessee Organizational Number: C0553525

8. Lessee’s “location” (as such term is used in Article 9 of the UCC): California.

RENT: The Rent applicable with respect to this Schedule is as follows:

Commencing on the last day of the initial Rent Payment Period, and on the last day of each successive Rent Payment Period during the Term (each, a “Rent Payment Date”), Lessee shall pay as rent (“Basic Term Rent”) quarterly installments of principal and interest, in arrears, in the amount of the sum of the Principal Component and the Interest Component. As used herein, “Rent Payment Period” shall mean the period from and including the date on which Lessee executes the Certificate of Acceptance with respect to the Equipment described on this Schedule, to but excluding the 29th day of the third calendar month thereafter, and the period from and including the 29th day of each successive third calendar month thereafter through but excluding the 29th day of the next succeeding third calendar month thereafter (provided, however, that the final Rent Payment Period shall commence on (and include) the last day of the Rent Payment Period immediately preceding the final Rent Payment Period and end on (but exclude) the final Rent Payment Date). As used herein, “Principal Component” as to any Rent Payment Date shall mean the amount specified on Exhibit No. 2 to this Annex E. As used herein, “Interest Component” as to any Rent Payment Date shall mean the sum of the Daily Interest for each day in the related Rent Payment Period as specified on Exhibit No. 2 to this Annex E. The Rent may not be prepaid.

LEASE BALANCE, MAXIMUM LESSEE RISK AMOUNT AND MAXIMUM LESSOR RISK AMOUNT: The Lease Balance, Maximum Lessee Risk Amount and Maximum Lessor Risk Amount with respect to the Equipment described on this Schedule are as follows:

End of Quarter	Lease Balance	Maximum Lessee Risk Amount	Maximum Lessor Risk Amount
8	62.2552	50.6049	11.6503
12	41.7237	35.2908	6.4329
16	20.0000	15.6774	4.3226

expressed as a percent of the Capitalized Lessor’s Cost of the Equipment. If Lessee exercises the option pursuant to Section 9(c) of the Agreement, the Lease Balance shall be reduced by the amount received by Lessor pursuant to clause (i) of Section 9(c) of the Agreement. Reductions shall be effective as of the date such payments are received by Lessor as provided in Section 2(b) of the Agreement and applied on the relevant Rent Payment Date.

EXHIBIT NO. 1 TO ANNEX E

Daily Interest	=	Lease Balance x (Interest Rate/360)
Interest Rate	=	5.684 percent per annum

EXHIBIT NO. 2 TO ANNEX E

Rent Payment	Starting Balance		Total Payment		Interest Component		Principal Component
3/29/05	$	54,000,000.00	$	3,191,081.55	$	767,340.00	$	2,423,741.55
6/29/05	$	51,576,258.45	$	3,191,081.55	$	732,898.63	$	2,458,182.92
9/29/05	$	49,118,075.52	$	3,191,081.55	$	697,967.85	$	2,493,113.70
12/29/05	$	46,624,961.82	$	3,191,081.55	$	662,540.71	$	2,528,540.85
3/29/06	$	44,096,420.98	$	3,191,081.55	$	626,610.14	$	2,564,471.41
6/29/06	$	41,531,949.56	$	3,191,081.55	$	590,169.00	$	2,600,912.55
9/29/06	$	38,931,037.01	$	3,191,081.55	$	553,210.04	$	2,637,871.52
12/29/06	$	36,293,165.49	$	3,191,081.55	$	515,725.88	$	2,675,355.67
3/29/07	$	33,617,809.82	$	3,191,081.55	$	477,709.08	$	2,713,372.48
6/29/07	$	30,904,437.35	$	3,191,081.55	$	439,152.05	$	2,751,929.50
9/29/07	$	28,152,507.85	$	3,191,081.55	$	400,047.14	$	2,791,034.42
12/29/07	$	25,361,473.43	$	3,191,081.55	$	360,386.54	$	2,830,695.02
3/29/08	$	22,530,778.41	$	3,191,081.55	$	320,162.36	$	2,870,919.19
6/29/08	$	19,659,859.22	$	3,191,081.55	$	279,366.60	$	2,911,714.95
9/29/08	$	16,748,144.26	$	3,191,081.55	$	237,991.13	$	2,953,090.42
12/29/08	$	13,795,053.84	$	3,191,081.55	$	196,027.72	$	2,995,053.84

ANNEX F

TO

SCHEDULE NO. 2

DATED THIS 29TH DAY OF DECEMBER, 2004

TO MASTER LEASE FINANCING AGREEMENT DATED AS OF DECEMBER 29TH, 2004

ESTOPPEL/WAIVER AGREEMENT

            , 200    

Gentlemen/Ladies:

General Electric Capital Corporation, for Itself and as Agent for Certain Participants, and their successors and assigns (“Lessor”), has entered into, or is about to enter into, a lease (the “Lease”) with First American Title Insurance Company (“Lessee”), pursuant to which Lessee has leased or will lease from Lessor certain personal property (such property, together with any replacements thereof, being referred to as the “Personal Property”). Some or all of the Personal Property is, or will be, located at certain premises described on Annex A (the “Premises”). This letter is being sent to you because of your interest in the Premises.

By your signature below, you hereby agree (and we shall rely on your agreement) that: (i) the Personal Property is, and shall remain, personal property regardless of the method by which it may be, or become, affixed to the Premises; (ii) your interest in the Personal Property and any proceeds thereof (including, without limitation, proceeds of any insurance therefor) shall be, and remain, subject to the interest of Lessor and its assigns (until and unless Lessor shall formally release or transfer its interest in the Personal Property to Lessee); (iii) Lessor, and its assigns, and their respective employees and agents, shall have the right with prior notice, from time to time, to enter the Premises for the purpose of inspecting the Personal Property; and (iv) Lessor, and its assigns, and their respective employees and agents, shall have the right, upon any default by Lessee under the Lease, to enter the Premises and to remove the Personal Property from the Premises. Lessor agrees to reimburse you for any damages actually caused to the Premises by Lessor, or its employees or agents, during any such removal. These agreements shall be binding upon, and shall inure to the benefit of, any successors and assigns of the parties hereto.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

We appreciate your cooperation in this matter of mutual interest.

GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF

AND AS AGENT FOR CERTAIN PARTICIPANTS

By:

Name:

Title:

AGREED TO AND ACCEPTED BY:
By:
Name:
Title:
Date:	, 200

¨ Mortgagee

¨ Landlord

¨ Realty Manager

2

EX-21

Exhibit 21

Subsidiaries of the Registrant

Name of Subsidiary:	State or Country Under Laws of Which Organized
1031 Corp.	Pennsylvania
1031 Facilitators, Inc.	Oregon
1031 USA, LLC	Pennsylvania
A+ Escrow	California
AB Metro Title Agency, LLC	Michigan
Abstract First, LLC	Delaware
Abstracters' Information Service, Inc.	New York
Accu-Search, Inc.	New Jersey
Action Abstract Associates	Pennsylvania
Advance Title, Inc.	Florida
Agency Records, Inc.	Connecticut
Alachua County Abstract	Florida
Albany County Title, Inc.	Wyoming
All American Title	Indiana
All New York Title Agency, Corp.	New York
Allegiance Title Company	Texas
Alliance Home Warranty, Inc.	Utah
Allied Trustee Services, Inc.	California
Alstrom Title Co. Inc.	Kansas
American Driving Records, Inc.	California
American Escrow Company	Texas
American Property Exchange, Inc	Washington
American Title Corporation	Wisconsin
Androscoggin Title Company, Inc.	Maine
APEX Accommodation, Inc.	Washington
APEX Art, Inc.	Washington
APEX Park Five, LLC (OR)	Oregon
APEX Park Four, LLC (OR)	Oregon
APEX Park Four, LLC (WA)	Washington
APEX Park One, LLC	Washington
APEX Park Seven, LLC (OR)	Oregon
APEX Park Six, LLC (OR)	Oregon
APEX Park Three, LLC (OR)	Oregon
APEX Park Three, LLC (WA)	Washington
APEX Park Two, LLC (OR)	Oregon
APEX Park Two, LLC (WA)	Washington
Arbor Title Company, LLC	Michigan
Associated Financial Title Agency, L.C.	Florida
Associated Title Insurance Agency, LLC	Delaware
ATI Closing, LC	Iowa
ATI of Nevada, Inc.	Nevada
ATI Title Agency of Arizona, Inc.	Arizona
ATI Title Company of Ohio, Inc.	Ohio
ATI Title of Arizona, Inc.	Arizona
ATI Title of California, Inc.	California
ATI Title, LLC	Delaware
Atlantic Title Company, Inc.	Maine
Attorneys Abstract, Inc.	New York
Attorneys Title Corporation	Washington, DC
Attorneys Title Services, Inc.	Massachusetts
Attorneys Title, Inc.	Michigan
Augusta Financial, LLC	California
Background Information Services	Texas
BackTrack Reports, Inc.	New York
Barton County Abstract & Title Company	Kansas
Basis 100 Corporation	California
Basis 100, Inc.	Canada
Bayshore Title Company	Florida
BCE of Panama City, Inc.	Florida
Bienville Properties, Inc.	Louisiana
Big Horn Land Title Company	Wyoming
Blyar Financial, Inc.	Florida
Brokers Title, Inc.	Virginia
Buckley & Associates, Inc.	California
Burrows Closing Management Corporation	California
Burton Abstract & Title Company	Michigan
Business Tax Credit Corporation	California
Cajon Hills Escrow Company	California
Caldwell County Abstract Company, Inc.	Texas
Camas Heights Corporation	Washington
Cambridge Title Company, LLC	Michigan
Campbell Abstract, Inc.	Kansas
Campbell County Abstract Company	Wyoming
Celtic Title Agency, Inc.	Ohio
Central Iowa Escrow, LC	Iowa
Central Title Company, LLC	Michigan

Centurion Title Agency, LLC	Michigan
Charter Title Company, Inc.	Florida
Chelsea Title Agency of Alabama, LLC	Alabama
Chelsea Title Agency of NW Florida, Inc.	Florida
CIC Enterprises, LLC	Delaware
Citizens Title Company	Texas
CMSI Credit Services, Inc.	Maryland
COFOC Re Captive Insurance Company, Inc.	Arizona
Columbian National Title Insurance Company	Kansas
Columbian Title of Johnson County, Inc.	Kansas
Columbian Title of Kansas City, Inc.	Missouri
Columbian Title of Topeka, Inc.	Kansas
Columbian Title of Wichita, Inc.	Kansas
Commerce Title Agency, Inc.	Ohio
Commercial Title Company	Oregon
Commission Advantage, LLC	Delaware
Compunet Credit Services, Inc.	Arizona
Connecticut Title Services, Inc.	Connecticut
Consolidated Title & Abstract Company	Minnesota
Converse Land Title Company	Wyoming
Cor Title Agency, Ltd	Ohio
Corea Title Company	Korea
CoreFacts, LLC	Washington, DC
Credential Check & Personnel Services, Inc.	Michigan
CreditReportPlus, LLC	Maryland
Crystal River Title Co.	Florida
Current Status, Inc.	New Jersey
CVMS, LLC	Delaware
CYD Acquisition Corporation	Delaware
Daisy Software	Texas
Dallas County Abstract & Title Company, LC	Iowa
Data Tree Corporation	California
Data Tree India Private Limited	India
DataTrace Abstractor Services, LLC	Delaware
DataTrace Information Services II, LLC	Delaware
DataTrace Information Services, LLC	Delaware
Datatree, LLC	California
Del Norte County Title Company	California
Dentex Title Company	Texas
DGAC, LLC	Delaware
Discovery Title Company, LLC	Michigan
DMSK Title Company	Texas
Docu-Search, Inc.	Kentucky
Dorado Network Systems Corporation	California
DP Data Services, Inc.	Washington
DTS Technologies, Inc.	Texas
Eagle Title and Abstract Corporation	Florida
Eappraiseit, LLC	Delaware
East Coast Real Estate Services, LLC	North Carolina
Eaton County Abstract & Title Company	Michigan
EHG, Inc.	Illinois
Eighteen Parked Place, LLC	New Jersey
Elam & Miller, P.S.C.	Kentucky
Eleven Parked Place, LLC	Pennsylvania
Elite Abstract, LLC	Tennessee
Empire Title Company	California
Employee Health Programs (UK), Ltd	United Kingdom
Employee Health Programs, Inc.	Florida
Employee Information Services, Inc.	Delaware
Escrow Partners, Inc.	Washington
Escrow Transfer Inc.	California
Eureka Title Company	California
Excelis, Inc.	Florida
Executive Title Company (Cornerstone)	California
F.A.E.O.C.1, LLC	Delaware
F.A.E.O.C.2, LLC	Delaware
F.S.T Financial Services	California
FACBS, LLC	California
Factual Business Information, Inc.	Florida
Fairbanks Title Agency, Inc.	Alaska
FATC of Bonners Ferry	Idaho
FCT Valuation Services, Inc.	Canada
Fidelity Metropolitan Title, LLC	Michigan
Fidelity Title and Guaranty Company	Florida
Financial Title, LLC	Michigan
First Advantage Background Services Corporation	Florida
First Advantage Canada	Canada
First Advantage Corporation	Delaware
First Advantage Enterprise Screening Corp.	Delaware
First Advantage Public Records, LLC	Delaware
First American—Real Trends National Housing Survey LLC	Delaware
First American Abstract & Title Services, Inc.	South Carolina
First American Abstract Company (Louisiana)	Louisiana
First American Abstract Company (Mississippi)	Mississippi

First American Abstract Company of South Carolina, Inc.	South Carolina
First American Affiliates, Inc.	Florida
First American Auto Title Transfer, L.L.C.	Louisiana
First American Capital Management, Inc. (DE)	Delaware
First American Centralized Services, Inc.	Delaware
First American China Real Estate Consulting Ltd.	China
First American Closing Services, Inc.	California
First American Corporation	Delaware
First American Credco of Puerto Rico, Inc.	Delaware
First American Credit Management Solutions, Inc.	Delaware
First American Default Management Solutions LLC	Florida
First American Equity Loan Services, Inc. (DE)	Delaware
First American Equity Loan Services, Inc. (OH)	Ohio
First American Escrow of Iowa	Iowa
First American Exchange (UT)	Utah
First American Exchange Company, LLC	Delaware
First American Exchange Corporation (NY)	New York
First American Exchange Holding Corporation	Utah
First American Financial Foundation	California
First American Flood Hazard Certification, LLC	Delaware
First American Fulfillment Solutions, LLC	California
First American Holdings CBA, Inc.	Minnesota
First American Holdings, LLC	Delaware
First American Home Buyers Protection Corporation (California)	California
First American Home Buyers Protection Corporation (Delaware)	Delaware
First American Indian Holdings LLC	Delaware
First American Intellitech, Inc.	Delaware
First American International Holdings, LLC	Delaware
First American International Title Services, Inc.	Canada
First American Leasing Company	California
First American Loan Servicing d/b/a Fastrealty.com	Texas
First American Long & Melone Exchange, Ltd.	Hawaii
First American Management Services UK Limited	United Kingdom
First American Membership Services, Inc.	California
First American Midwest Exchange Services, Inc.	Ohio
First American National Claims Outsourcing, LLC	Texas
First American National Default Outsourcing, LLC	Delaware
First American Partners, Inc.	Nevada
First American Property & Casualty Insurance Company	California
First American Real Estate Flood & Tax Solutions LLC	Delaware
First American Real Estate Information Services, Inc.	California
First American Real Estate Solutions II, LLC	California
First American Real Estate Solutions LLC	California
First American Real Estate Solutions of Texas, L.P.	Texas
First American Real Estate Solutions, L.P.	Delaware
First American Real Estate Tax Service, LLC	Delaware
First American Registry, Inc.	Nevada
First American Residential Real Estate Group, Inc.	Delaware
First American Services de Mexico de R.L. de C.V.	Mexico
First American Servicing Solutions, LLC	Delaware
First American Siganture Services, Inc.	California
First American Specialty Insurance Company	California
First American Tax Valuation, Inc.	Florida
First American Title & Abstract Co.	Oklahoma
First American Title & Escrow of Dallas County	Iowa
First American Title & Escrow of Iowa, L.C.	Iowa
First American Title & Escrow of Polk County	Iowa
First American Title & Escrow of Warren County	Iowa
First American Title & Trust Company	Oklahoma
First American Title Agency, Inc.	Virginia
First American Title Company	California
First American Title Company of Asotin County, Inc.	Washington
First American Title Company of Bellingham	Washington
First American Title Company of Carbon County	Wyoming
First American Title Company of Clark County	Washington
First American Title Company of Colorado	Colorado
First American Title Company of Crook County	Wyoming
First American Title Company of Dallas	Texas
First American Title Company of Florida, Inc.	Florida
First American Title Company of Hot Springs County	Wyoming
First American Title Company of Idaho, Inc.	Idaho
First American Title Company of Illinois	Illinois
First American Title Company of Korea	Korea
First American Title Company of Laramie County	Wyoming
First American Title Company of Los Angeles	California
First American Title Company of Marin County	California
First American Title Company of Mineral County, Inc.	Montana
First American Title Company of Montana, Inc.	Montana
First American Title Company of Nevada (Reno)	Nevada
First American Title Company of Nevada (Zephyr Cove)	Nevada
First American Title Company of Ravalli County, Inc.	Montana
First American Title Company of St. Lucie County, Inc.	Florida
First American Title Company of Sublette County	Wyoming
First American Title Company of Thurston County	Washington

First American Title Company of Waco	Texas
First American Title Company, Inc.	Hawaii
First American Title Guaranty Company	California
First American Title Guaranty Holding Company	California
First American Title Insurance Agency of Mohave, Inc.	Arizona
First American Title Insurance Agency, Inc. (Navajo)	Arizona
First American Title Insurance Agency, Inc. (UT)	Utah
First American Title Insurance Agency, LLC	Delaware
First American Title Insurance Company	California
First American Title Insurance Company (Mason County)	Washington
First American Title Insurance Company of Australia Pty Limited	Australia
First American Title Insurance Company of Kansas, Inc.	Kansas
First American Title Insurance Company of New York	New York
First American Title Insurance Company of North Carolina	North Carolina
First American Title Insurance Company of Texas	Texas
First American Title Missouri Agency, Inc.	Missouri
First American Title of Alaska	Alaska
First American Title of Kansas Agency, Inc.	Kansas
First American Title of Korea	Korea
First American Tracking & Insurance Services, Inc.	California
First American Transportation Title Insurance Company	Louisiana
First American Trust, F.S.B.	California
First American UCC Services Agency, LLC	Delaware
First Australian Title Company Pty Limited	Australia
First Canadian CREDCO, Inc.	Canada
First Canadian Title Company Limited	Canada
First Escrow Accounting Services Company	California
First Exchange Corporation	Arizona
First Exchange of Idaho	Idaho
First Florida Title Inc. Agency, LLC	Florida
First Guaranty Bancorp	California
First Hong Kong Title Limited	CI
First Land Title Company	Texas
First Land Title of Tarrant	Texas
First Metropolitan Title Company	Michigan
First Realty Title, LLC	Michigan
First Reliable, LLC	Delaware
First Security Thrift Company	California
First States, Inc.	Pennsylvania
First Title Insurance plc	United Kingdom
First Title New Zealand Limited	New Zealand
First Title plc	United Kingdom
First Title Services Limited	United Kingdom
First UK Financial Corporation plc	United Kingdom
First Woodward Title Agency, LLC	Michigan
Five Star Holdings	California
Florida Abstract & Title Insurance Company of Stuart	Florida
Florida Sunshine Title LLC	Michigan
FMCT, LLC	Michigan
Ford County Title Company, Inc.	Kansas
Fort Bend Title Company	Texas
FREG Financial Services, Inc.	California
Fremont County Title Company	Wyoming
Frolich Meadows Development Company	Oklahoma
Frolich Meadows Estates	Oklahoma
FS Premium Finance Company	California
Fusion MLS, LLC	Delaware
Gadsden Abstract and Appraisal Company	Florida
Gateway Pacific Insurance Agency	California
General Land Abstract Co., Inc.	New Jersey
Golden Title Company, a Title Agency, LLC	Kentucky
Goshen County Abstract & Title Company	Wyoming
GPIC Holdings, Inc.	California
GR Title Services, Inc.	Rhode Island
Grass Valley Aeronautics, Inc.	Washington
Greater Louisiana Title Insurance Company	Louisiana
Green Vue Title, LLC	Michigan
Greystone Health Sciences Corporation	California
Guarantee Title of Johnson County, Inc.	Kansas
Guarantee Title of Wyandotte County, Inc.	Kansas
Guaranty Title Corporation	Maine
Guardian Title Company of Maryland	Maryland
Guardian Title Services Corporation	Florida
HallMark Title Company, LLC	Michigan
Hamilton Land Services, LLC	Delaware
Harder Abstract, LLC	Maryland
Heritage Title Company of Rockwall	Texas
Houston County Abstract Company	Alabama
Huntington Brokerage Corporation	Texas
Illini Title Services, Inc.	Illinois
Independent Title of St. Augustine, Inc.	Florida
Independent Title of St. Johns County, Inc.	Florida
Infinity Information Network, Inc.	South Carolina
Infocheck, Ltd.	Canada

Interactive Data Development, Inc.	Tennessee
Intertitle, Inc.	California
Iowa State Escrow & Closing, Inc.	Iowa
Iowa State Escrow & Closing, L.C.	Iowa
Island Title Corp	Hawaii
Island Title Guaranty Agency of Florida	Florida
iSymmetrics, Inc.	Colorado
Itasca County Abstract Company	Minnesota
JCP Geologists	California
Johnson County Title Company, Inc.	Wyoming
Josephine Crater Title Companies, Inc.	Oregon
JRE Four, LLC	New Jersey
JRE One, LLC	New Jersey
JRE Three, LLC	New Jersey
JRE Two, LLC	New Jersey
JV Mortgage Solutions, LLC	Delaware
Kingman Abstract & Title Company, Inc.	Kansas
L&H Abstract Corporation	New York
Lakeland Title Insurance Agency, LLC	Michigan
Land Title Company of St. Louis, Inc.	Missouri
Land Title Company, Chelan-Douglas County, Inc.	Washington
Landlord Protect, Inc.	New Jersey
Latin Title, Inc.	Florida
LCO IX, LLC	Michigan
LCO VIII, LLC	Michigan
Liberatore Services, Inc.	New York
LMCU Title Agency, LLC	Michigan
LoanStar Mortgagee Services, L.L.C	Texas
Mariposa County Title Company	California
Market Center Title, LLC	Michigan
Masiello Closing Service, LLC	Michigan
Massachusetts Abstract Company, Inc.	Massachusetts
Massachusetts Title Insurance Company	Massachusetts
Masters Abstract, LLC	Ohio
Matrix Asset Management LLC	Colorado
MCM Title Services, Inc.	Ohio
Memphis Title Company	Tennessee
Metro Lakeshore Title Company, a Title Agency, LLC	Michigan
Metro Premier Title Agency, LLC	Michigan
Metro/Advantage Title Company, LLC	Michigan
Metropolitan Title—Illinois, LLC	Michigan
Metropolitan Title—Indiana II, LLC	Michigan
Metropolitan Title—Indiana, LLC	Michigan
Metropolitan title—Kentucky, LLC	Michigan
Metropolitan Title—New Hampshire, LLC	Michigan
Metropolitan Title—Ohio, LLC	Michigan
Metropolitan Title—Tennessee, LLC	Michigan
Metropolitan Title—Wisconsin, LLC	Michigan
Metropolitan Title Company	Michigan
Metropolitan Title Group	Michigan
Metropolitan Title Plant Services, LLC	Michigan
Metroscan, Inc.	Delaware
Mid Illinois Title Services, Inc.	Illinois
Midland Title Agency of NW Ohio	Ohio
Midland Title Security, Inc.	Ohio
Midstate Title Company, Inc.	Michigan
Mid-Valley Title and Escrow Company	California
Midwest Title Insurance Company	Illinois
Miller Abstract Company, Inc.	Missouri
Mississippi Title & Appraisal Company	Mississippi
Modern Abstract Corp	New York
Monroe Title Company	Florida
Montgomery County Abstract Company	Kansas
Moritz Enterprises, Inc.	California
Morgan Kennedy Limited	United Kingdom
Mortgage Guarantee & Title Company	Rhode Island
Mortgage Risk Assessment Corporation	New Jersey
Mortgage Settlement Network, LLC	Pennsylvania
Mt. Shasta Title & Escrow Company	California
MTC Consulting and Land Management Service, LLC	Michigan
MTC Florida, LLC	Michigan
MTC-1 LLC	Michigan
Multifamily Community Insurance Agency, Inc.	Maryland
MVR's, Inc.	Louisiana
National Background Data, LLC	Delaware
National Data Registry, LLC	Delaware
National Default REO Services, LLC	Delaware
National Information Group, Inc.	California
National Lender's Title Guaranty Co., Inc.	Illinois
NDTS Software	Texas
New Arts Acquisition, Inc.	Delaware
New Century Holidays Limited	United Kingdom
New York Abstract Company, Inc.	New York
Nine Parked Place, LLC	Nevada

Nineteen Parked Place, LLC	New Jersey
North American CREDCO, Inc.	Delaware
North American Title, Inc.	Michigan
Northern Michigan Title Company of Emmet	Michigan
Northwest Title Alliance, LLC	Pennsylvania
Northwest Title Company	Oregon
Northwestern Metropolitan Title Company, LLC	Michigan
Norwood Slope Corporation	Washington
Ohio Bar Title Insurance Company	Ohio
Ohio Title Corporation	Ohio
Olympic Development Company	Oklahoma
Omega Insurance Services, Inc.	Florida
Omni Title of Pasco, Inc.	Florida
One Parked Place, LLC	Pennsylvania
Optima Information Solutions, LLC	Delaware
Orange Coast Exchange, LLC	Delaware
Orange Coast Holdings, Inc.	Delaware
Orange Coast Services, LLC	Delaware
Orange County Title Company	California
Oz Title Agency, Ltd	Ohio
Pacific Northwest Tile Company of Kenai, Inc.	Alaska
Pacific Northwest Title Building, Inc.	Washington
Pacific Northwest Title Company of Alaska, Inc.	Alaska
Pacific Northwest Title Company of Spokane, Inc.	Washington
Pacific Northwest Title Company of Washington, Inc.	Washington
Pacific Northwest Title Holding Company	Washington
Pacific Northwest Title Insurance Company	Washington
Pacific Northwest Title Company of Snohomish County	Washington
Pacific Northwest Title of Oregon, Inc.	Oregon
Palm Coast Abstract & Title, Inc.	Florida
Park Resort Development Company	Florida
Parking Intermediary Corp	Pennsylvania
Parking Services, Inc.	Pennsylvania
Pearson Fort Bend Abstract Company	Texas
Pekin Abstract & Title Company	Illinois
Penn Attorneys Title Insurance Co.	Pennsylvania
Penn-Brooke	Oklahoma
People Abstract, LLC	Iowa
Peoples Abstract Company	Iowa
Peoples Abstract LLC	Iowa
Pinnacle Data Corporation	California
Pinnacle Real Estate Tax Services, Inc.	Delaware
Pioneer Agency Acquisition Company	Pennsylvania
Pioneer Agency II, Corp.	Pennsylvania
Pioneer of Philadelphia, Ltd., Inc.	Pennsylvania
Polk County Abstract Company	Wisconsin
Port Lawrence National Agency, Inc.	Ohio
Port Lawrence Title and Trust Company	Ohio
Potter Title Company	Michigan
Premier Claims Service, Inc.	California
Premier Lakeshore Title Agency, LLC	Michigan
Pretiem Corporation	New Jersey
Primary Land Transfer Services, LLC	Delaware
Priority Title Company	California
Professional Resource Screening, Inc.	Delaware
Progressive Land Title of Bowling Green, Inc.	Kentucky
Property Data Services, Inc.	California
Property Data, Inc.	Missouri
Proudfoot Reports, Inc.	New York
Prune Hill Enterprise, Inc.	Washington
Public Abstract Corporation	New York
Pulte Title Agency of Michigan, LLC	Michigan
Quantitative Risk Solutions LLC	Arizona
Quantrix Credit Services, LLC	Delaware
Quantrix, LLC	Delaware
R.E. Consumer's Choice, LLC	Arizona
R.E. Services, Inc.	Ohio
Realeum, Inc	Delaware
Realty Tax & Service Company	California
Relocation Advantage, LLC	Delaware
RELS Reporting Services, LLC	Iowa
RELS Title Services, LLC	Delaware
RELS, LLC	Delaware
Republic Title of Texas, Inc.	Texas
RES, LLC	Delaware
Residential Title Company	California
RMS Information Services, LLC	Utah
Rock River Title, LLC	Illinois
Russell Title, Inc.	Iowa
SAFErealestate, Inc.	California
SafeRent, Inc.	Delaware
Saia Title Company, Inc.	Kansas
San Benito Land Title Corporation	California
San Juan Title LLC	Washington

San Mateo County Title Company	California
Seconda, LLC	California
Security Land Title Company	Kansas
Security Title Company of Hutchinson, Inc.	Kansas
Service Standard Title and Trust, Ltd.	Virgin Islands
Settlers Abstract Company, L.P.	Pennsylvania
Settlers Title Agency, Inc.	New Jersey
Seventeen Parked Place, LLC	New Jersey
SFA Title Company	Korea
SFG Title Agency, LLC	Michigan
Shoshone Title Insurance and Abstract Company	Wyoming
Showcase Title Agency, LLC	Michigan
Signature Title Company, LLC	Michigan
Signature Title Corp.	New Hampshire
Sixteen Parked Place, LLC	Delaware
Skylar Aeronautics, Inc.	Washington
Smart Title Solutions LLC	Delaware
SMS Settlement Services, Inc.	California
SNK Holdings, Inc.	Illinois
Source One Services Corporation	Utah
Southwest Title Land Company	Oklahoma
Southwestern Metropolitan Title Company, LLC	Michigan
Staff Benefits Services, LLC	Minnesota
Standard Title Insurance Company, Inc.	Oklahoma
Sterling Title Company of Sandoval County	New Mexico
Stonegate Land Transfer, LLC	Delaware
Substance Abuse Management, Inc.	Florida
Superior Trustee's Services Co., Inc.	California
Sweeney Closing Services, LLC	New Hampshire
T.A. Alliance Home Connect, LLC	Pennsylvania
T.A. Financial Service, Inc.	Pennsylvania
T.A. Insurance Alliance, LLC	Pennsylvania
T.A. of Alliance, LLC	Ohio
T.A. of Centre County, LLC	Pennsylvania
T.A. of Dauphin County, Inc.	Pennsylvania
T.A. of Dayton, LLC	Delaware
T.A. of Westmoreland, LLC	Pennsylvania
T.A. Title Agency of OH, Inc.	Pennsylvania
T.A. Title Agency, Inc. NJ	Ohio
T.A. Title Insurance Company	New Jersey
TA Holdings, Inc.	Pennsylvania
TA of Havertown, LLC	Pennsylvania
Teletrack, Inc.	Georgia
Territorial Abstract & Title Company, Inc.	New Mexico
Territorial Escrow Services, Inc.	New Mexico
Teton Land Title Company	Wyoming
Texas Escrow Company	Texas
The Abstract Company of PA, Inc.	Pennsylvania
The Closing Network, LTD	Pennsylvania
The Donegan Abstract Company	Texas
The First American Financial Corporation	California
The Heritage Escrow Company, Inc.	California
The Inland Empire Service Corporation	California
The Port Lawrence Agency, Inc.	Ohio
The Security Abstract & Title Company, Inc.	Kansas
The Security First Title Affiliates, Inc.	Florida
The Title Security Group, Inc.	Puerto Rico
The Trust Company of St. Louis County	Missouri
Thirteen Parked Place, LLC	Pennsylvania
Thomas Abstract Company, Inc.	Alabama
Ticore, Inc.	Oregon
Tims Ford Title & Escrow, Inc.	Tennessee
Title 100, LLC	Michigan
Title Advantage, LLC	Michigan
Title Alliance of Cincinnati, LLC	Ohio
Title Alliance, LLC	Michigan
Title Alliance, Ltd	Pennsylvania
Title Bond & Mortgage Company	Michigan
Title Insurance Agency of Juneau, Inc.	Alaska
Title Insurance Company of Oregon	Oregon
Title Optics, Inc.	Washington
Title Partners of American, Inc.	Florida
Title Records, Inc.	Florida
Title Search Services, LLC	Virginia
Title Security of Brevard, Inc.	Florida
Title Software Corporation	Texas
Titlereporter Limited	United Kingdom
Total Information Source, Inc.	North Carolina
TransAlaska Title Insurance Agency, Inc.	Alaska
Transfers Limited, LLC	Delaware
Tri-County Tax Research, Inc.	Michigan
Tuscola Title & Escrow, Inc.	Michigan
Twenty One Parked Place, LLC	Pennsylvania
Twenty Parked Place, LLC	Pennsylvania

Twenty Three Parked Place, LLC	Delaware
Twenty Two Parked Place, LLC	Delaware
Twin City Title	Texas
UD Registry, Inc.	California
United General Financial Services, Inc.,	Colorado
United General Holding Company, Inc.	Colorado
United General Title Insurance Company	Colorado
Universal Partnerships, Inc.	Minnesota
Universal Title Company	Minnesota
US SEARCH.com, Inc.	California
Valuation Information Technology, L.L.C.	Iowa
Vehicle Title, LLC	Delaware
Vendor Management Services, Inc.	Delaware
Village Partners Title, LLC	Michigan
Virginia Title Examiners, LLC	Virginia
Warranty Title & Abstract Co. Inc.	Oklahoma
Warren County Abstract	Iowa
Washakie Abstract Company	Wyoming
Weatherford Title Company	Texas
West Michigan Realtors Title Company, LLC	Michigan
Western National Title Insurance Company	Utah
Woodford County Abstract & Title Company, Inc.	Illinois
Wyoming First County	Wyoming
Wyoming Land Title Company	Wyoming
Yakima County Title Company	Washington
ZapApp India Private Limited	India

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-4 (Nos. 333-121617 and 333-107494), Form S-3 (Nos. 333-116855, 333-107644, and 333-81312), and Form S-8 (Nos. 333-113269, 333-111829, 333-74620, and 333-105428) of The First American Corporation of our report dated March 16, 2005 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/    PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Orange County, California

March 16, 2005

EX-31.(A)

Exhibit 31(a)

CERTIFICATIONS

I, Parker S. Kennedy, certify that:

1. I have reviewed this annual report on Form 10-K of The First American Corporation (“registrant”);

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

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

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

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

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

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

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

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

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

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

Date: March 16, 2005

/s/ Parker S. Kennedy

Parker S. Kennedy

Chief Executive Officer

(Principal Executive Officer)

EX-31.(B)

Exhibit 31(b)

CERTIFICATIONS

I, Thomas A. Klemens, certify that:

1. I have reviewed this annual report on Form 10-K of The First American Corporation (“registrant”);

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

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

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

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

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

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

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

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

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

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

Date: March 16, 2005

/s/ Thomas A. Klemens

Thomas A. Klemens

Senior Executive Vice President,

Chief Financial Officer

(Principal Financial Officer)

EX-32.(A)

Exhibit 32(a)

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

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

In connection with the Form 10-K of The First American Corporation (the “Company”) for the period ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Parker S. Kennedy, chief executive officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

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

/s/ Parker S. Kennedy

Parker S. Kennedy

Chief Executive Officer

and Chairman

March 16, 2005

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

EX-32.(B)

Exhibit 32(b)

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

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

In connection with the Form 10-K of The First American Corporation (the “Company”) for the period ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Klemens, chief financial officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

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

/s/ Thomas A. Klemens

Thomas A. Klemens

Senior Executive Vice President

Chief Financial Officer

March 16, 2005

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