8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 10, 2008

THE FIRST AMERICAN CORPORATION

(Exact Name of the Registrant as Specified in Charter)

California	001-13585	95-1068610
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 First American Way, Santa Ana, California	92707-5913
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (714) 250-3000

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 10, 2008, The First American Corporation (the “Company”) entered into a Support Agreement with Highfields Capital Management LP, Highfields GP LLC, Highfields Associates LLC, Highfields Capital I LP, Highfields Capital II LP, and Highfields Capital III LP (collectively, the “Shareholders”). As of January 16, 2008, the Shareholders collectively beneficially held approximately 9.7% of the Company’s outstanding common shares, making them the largest unaffiliated shareholder of the Company. The Support Agreement provides for, among other matters:

• an amendment to the Company’s Bylaws increasing the size of the Board of Directors from fourteen to seventeen;

• the appointment of five individuals to the Board (collectively, the “Nominees”) and appointment of certain of those individuals to all Board committees;

• the nomination and election to the Board of a number of Nominees equal to 30% of the total number of members of the Board and to each Board committee;

• if the Company conducts a spin-off of a separate public company (“SpinCo”), the nomination and election of a number of individuals, designated by the Shareholders, equal to 30% of the total number of members to the SpinCo Board and to each SpinCo Board committee;

• an agreement by the Shareholders to refrain from engaging in certain activities, including purchasing securities in an amount that could result in the Shareholders holding more than 10% of the Company’s or SpinCo’s outstanding common shares, proposing a sale or reorganization of the Company or SpinCo, soliciting proxies or consents involving the Company or SpinCo and voting in favor of the election to the Board or the SpinCo Board nominees not recommended by the Board or the SpinCo Board, respectively, or in favor of shareholder proposals not recommended by the Board or the SpinCo Board; and

• an agreement by each party to refrain from making statements that disparage or adversely reflect upon the other parties.

Certain of these covenants expire on December 31, 2009, and in certain instances, if earlier, the date on which the Shareholders fail to own at least 5% of the common shares of the Company or SpinCo, as applicable. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is filed as Exhibit 99.1 hereto, and is incorporated into this report by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Pursuant to the terms of the Support Agreement, described in Item 1.01 above, effective April 10, 2008, the Board of Directors, upon recommendation from the Nominating and Corporate Governance Committee, elected the following individuals to the Board.

Name	Committee[s]
Bruce Bennett	Executive Committee; Nominating and Corporate Governance Committee
Glenn C. Christenson	Audit Committee
Christopher Greetham	Executive Committee; Compensation Committee
Thomas C. O’Brien	Compensation Committee; Nominating and Corporate Governance Committee
Patrick F. Stone	Executive Committee

Gary J. Beban and Donald P. Kennedy have elected to retire from the Board of Directors, effective April 10, 2008.

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In addition, Frank V. McMahon has resigned his position as Chief Financial Officer of the Company, effective April 10, 2008, in order to focus his attention on the Company’s Information Solutions business, which, as previously announced by the Company, he leads. Max O. Valdes has been appointed to serve as interim Chief Financial Officer. Mr. Valdes, 53, continues to serve as senior vice president and chief accounting officer for the Company, in which capacity he has served since 2006. Mr. Valdes served as the Company’s vice president and chief accounting officer from 2002 to 2006. Prior to that time, Mr. Valdes served as the Company’s controller. He has been employed by the Company since 1988. Mr. Valdes’ compensation will not change as a result of this appointment.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Support Agreement, described in Item 1.01 above, the Company’s Board of Directors amended Section 2 of Article III of the Company’s Bylaws to increase the number of specified directors from fourteen to seventeen.

The Amended and Restated Bylaws are attached hereto as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.2	Amended and Restated Bylaws, effective April 10, 2008.
99.1	Support Agreement, dated April 10, 2008, between The First American Corporation, Highfields Capital Management LP, Highfields GP LLC, Highfields Associates LLC, Highfields Capital I LP, Highfields Capital II LP, and Highfields Capital III LP.
99.2	Press Release, dated April 14, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIRST AMERICAN CORPORATION
Date: April 14, 2008	By:	/s/ Kenneth D. DeGiorgio
	Name:	Kenneth D. DeGiorgio
	Title:	Senior Vice President, General Counsel

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EX-3.2

Exhibit 3.2

BYLAWS

OF

THE FIRST AMERICAN CORPORATION

ARTICLE I

OFFICES

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

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

ARTICLE II

MEETINGS OF SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

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

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

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

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

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

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

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

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

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed or an electronic transmission authorized by the person and properly submitted to the corporation or its designated agent for such purpose. A proxy shall be deemed signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed

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proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (ll) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

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

These inspectors shall:

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

(b) Receive votes, ballots, or consents;

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

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

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

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ARTICLE III

DIRECTORS

Section l. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

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

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

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

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

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

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

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

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Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

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

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

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

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

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

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

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Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

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

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

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

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

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

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

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

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

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

ARTICLE IV

COMMITTEES

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

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

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

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

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

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

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

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

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

ARTICLE V

OFFICERS

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

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

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

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

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

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

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

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

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

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Section 7(b). CHIEF OPERATING OFFICER. Subject to the supervisory powers, if any, as may be given by the board of directors to the chief executive officer, if there be such an officer, the chief operating officer shall have the general powers and duties of management usually vested in the office of chief operating officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

Section 8. VICE PRESIDENT. The vice presidents shall have such powers and perform such duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the chairman of the board.

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

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

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

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

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

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS; INSURANCE OF DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

RECORDS AND REPORTS

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

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer

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

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

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

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

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty days (120) after the close of the fiscal year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of shareholders to be held

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during the next fiscal year and in the manner specified in Section 5 of Article II of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

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

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

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

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

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

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ARTICLE VIII

GENERAL CORPORATE MATTERS

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

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

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

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

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or president or vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of

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shares owned by the shareholder. Any or all of the signatures on the certificates may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

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

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

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

ARTICLE IX

AMENDMENTS

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

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

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EX-99.1

Exhibit 99.1

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2008, by and among Highfields Capital Management LP, a Delaware limited partnership (“HCM”), Highfields GP LLC, a Delaware limited liability company (“HGP”), Highfields Associates LLC, a Delaware limited liability company (“HA”), Highfields Capital I LP, a Delaware limited partnership (“HCI”), Highfields Capital II LP, a Delaware limited partnership (“HCII”) and Highfields Capital III L.P., an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I. (“HCIII,” and, together with HCM, HGP, HA, HCI, HCII and HCIII, each a “Shareholder” and, collectively, the “Shareholders”), and The First American Corporation, a California corporation (including its successors, “First American”).

WHEREAS, it is anticipated that the Board of Directors (the “Board”) of First American will declare a dividend to effect the spin-off to First American’s shareholders of the stock of a separate public company (“SpinCo”), which will own certain of First American’s current operations, so that First American’s Financial Services businesses will be separated from its Information Solutions businesses (any such transaction, the “Planned Transaction”);

WHEREAS, the Shareholders, who together beneficially own a total of approximately 8,866,479 shares (the “Shares”) of common stock, par value $1.00 per share, of First American (the “Common Stock”), desire to support the Planned Transaction; and

WHEREAS, First American desires, among other matters, to enlarge the size of the Board from 14 to 17 members and to elect to, and nominate for election to, the Board certain individuals designated by the Shareholders, which individuals have previously been recommended for election to the Board by the Nominating and Corporate Governance Committee of the Board.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

AGREEMENTS

Section 1.1. Board Composition Matters; Nominations.

(a) Election of FAF Nominees. Effective on the date hereof, First American shall accept the resignations from the Board of two current members thereof, thereby creating two vacancies, and shall convene a special meeting of the Board to (i) amend the Bylaws of First American to effect an expansion of the Board from 14 to 17 members, thereby creating three additional vacancies on the Board and (ii) appoint Bruce Bennett, Glenn C. Christenson, Christopher Greetham, Thomas C. O’Brien and Patrick F. Stone (collectively, together with any successor nominees appointed by the Shareholders pursuant to this Agreement, the “FAF Nominees”) to fill the Board’s five vacancies.

(b) Continued Nomination of FAF Nominees. From the date hereof until the FAF Termination Date (as defined below), First American shall include on the Board’s proposed slate of nominees at any election of directors held during such period, a number of FAF Nominees equal to 30% of the total number of members of the Board, rounded to the nearest whole number of FAF Nominees, but, in any event, not fewer than three. The Board shall recommend that the shareholders of First American vote to elect the FAF Nominees as directors of First American and First American shall use its reasonable best efforts to cause the election of the FAF Nominees at any meeting of shareholders held between the date hereof and the FAF Termination Date at which directors of First American are to be elected. Upon the FAF Termination Date, First American’s obligations under this Agreement to include the FAF Nominees on the Board, recommend and nominate such individuals for election, and use reasonable best efforts to cause their election, shall forever terminate. For purposes of this Agreement, “FAF Termination Date” means the earliest to occur of (i) December 31, 2009 and (ii) any date within the four months preceding any annual meeting of First American’s shareholders on which the Shareholders shall fail to collectively beneficially own at least 5% of First American’s outstanding shares of Common Stock. The Shareholders agree that, in connection with the completion of the Planned Transaction, First American may determine to reduce the size of the Board to less than 17 members (a “Board Reduction”) and, if a Board Reduction shall occur, then First American shall, upon completion of the Planned Transaction, only be required to retain on the Board and nominate for election to the Board a number of FAF Nominees equal to 30% of the total number of members of the Board, rounded to the nearest whole number of directors, but, in any event, not fewer than three.

(c) SpinCo Nominees. In the event that the Planned Transaction is consummated prior to the FAF Termination Date, First American agrees, effective upon the consummation of the Planned Transaction, to elect to the Board of Directors of SpinCo (the “SpinCo Board”) individuals designated by the Shareholders, with the consent (which consent shall not be unreasonably withheld or delayed) of the Nominating and Corporate Governance Committee (or equivalent) of First American or SpinCo, as the case may be (the “Designated SpinCo Nominees”), the number of which is 30% of the total number of members of the SpinCo Board, rounded to the nearest whole number of directors, but, in any event, not fewer than three (the “Minimum Representation Requirement”); provided that any FAF Nominee who joins the SpinCo Board shall be deemed a Designated SpinCo Nominee and shall be taken into account in determining whether the Minimum Representation Requirement has been satisfied. The Designated SpinCo Nominees who are elected to be members of the SpinCo Board upon consummation of the Planned Transaction, together with any successor nominees appointed by the Shareholders pursuant to this Agreement, are referred to as the “SpinCo Nominees,” and the FAF Nominees and SpinCo Nominees are collectively referred to as the “Nominees.” The SpinCo Board shall recommend that the shareholders of SpinCo vote to elect the SpinCo Nominees as directors of SpinCo and SpinCo shall use its reasonable best efforts to cause the election of the SpinCo Nominees at any meeting of shareholders held between the date hereof and the SpinCo Termination Date (as defined below) at which directors of SpinCo are to be elected. From the date of consummation of the Planned Transaction until the SpinCo Termination Date, SpinCo shall include on the SpinCo Board’s proposed slate of nominees at any election of directors held during such period, a number of SpinCo Nominees equal to 30% of the total number of members of the SpinCo Board, rounded to the nearest whole number of SpinCo Nominees, but, in any event, not fewer than three. Upon the SpinCo Termination Date, First American’s and SpinCo’s obligations under this Agreement to include such SpinCo Nominees on the SpinCo Board, recommend and nominate such individuals for election, and use reasonable best efforts to cause their election, shall forever terminate. For purposes of this

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Agreement, “SpinCo Termination Date” means the earliest to occur of (i) December 31, 2009 and (ii) any date within the four months preceding any annual meeting of SpinCo’s shareholders on which the Shareholders shall fail to collectively beneficially own at least 5% of SpinCo’s outstanding shares of common stock .

(d) Increases in Board and SpinCo Board Size. If at any time from the date hereof and until the FAF Termination Date or SpinCo Termination Date, as applicable, the size of the Board or the SpinCo Board, as applicable, is increased, then First American or SpinCo, as applicable, shall nominate individual(s) designated by the Shareholders, with the consent (which consent shall not be unreasonably withheld or delayed) of the Nominating and Corporate Governance Committee (or equivalent thereof) of First American or SpinCo, as applicable, such that the Minimum Representation Requirement is satisfied for both First American and SpinCo, as applicable.

(e) Replacement Nominees. Should any Nominee resign from the Board or the SpinCo Board or decide not to seek appointment or election to the Board or the SpinCo Board, or be removed by a vote of the Board or the SpinCo Board, as applicable, other than for cause, in any case prior to the FAF Termination Date or the SpinCo Termination Date, as applicable, then the Shareholders shall, with the consent (which consent shall not be unreasonably withheld or delayed) of the Nominating and Corporate Governance Committee (or equivalent thereof) of First American or SpinCo, as the case may be, be entitled to designate a replacement for such Nominee and First American or SpinCo, as applicable, shall promptly elect such individual to the Board or the SpinCo Board, as applicable, and any committees thereof on which his or her predecessor served, and any such designated replacement shall be deemed to be a FAF Nominee or SpinCo Nominee, as applicable, for all purposes under this Agreement.

(f) Board and SpinCo Board Committees. At all times until the FAF Termination Date, First American shall appoint to each committee of the Board a number of FAF Nominees, and at all times until the SpinCo Termination Date, SpinCo shall appoint to each committee of the SpinCo Board a number of SpinCo Nominees, equal, in each case, to 30% of the number of members of such committee, rounded to the nearest whole number of Nominees, but, in any event, not fewer than two, except that, if the audit committee of the Board or the SpinCo Board, as the case may be, shall have four or fewer members, only one Nominee shall be entitled to be a member of such committee. As of the date hereof, First American shall appoint the following FAF Nominees to the committees of the Board:

(i) Bruce Bennett, Christopher Greetham and Patrick F. Stone shall be appointed to the Executive Committee of the Board;

(ii) Glenn C. Christenson and Patrick F. Stone shall be appointed to the Ad Hoc Committee of the Board, and Mr. Stone shall be the Vice Chairman of the Ad Hoc Committee of the Board;

(iii) Glenn C. Christenson shall be appointed to the Audit Committee of the Board;

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(iv) Bruce Bennett and Thomas C. O’Brien shall be appointed to the Nominating and Corporate Governance Committee of the Board; and

(v) Christopher Greetham and Thomas C. O’Brien shall be appointed to the Compensation Committee of the Board.

Section 1.2. Right to Updates.

Upon his joining the Board pursuant to Section 1.1(a), First American shall cause Patrick F. Stone to become and, until his resignation, or, consistent with the terms of this Agreement, his failure to be nominated, to remain, a member and Vice Chairman of the Board’s Ad Hoc Committee, which is currently charged with the responsibility of monitoring First American’s efforts to cut costs and centralize operations company-wide, or such other Board committee (such as, by way of example, the Executive Committee) with the responsibility to manage or oversee First American’s operating and financial matters. In accordance with its charter, which is attached hereto as Exhibit A, First American shall cause the Ad Hoc Committee to permit Patrick F. Stone to fully participate in its activities. First American and the Shareholders further agree, with such agreement being an integral term upon which the Shareholders have relied in executing this Agreement, that Mr. Stone, in his position as Vice Chairman of the Ad Hoc Committee and/or director of First American, shall play an active role in providing advice, counsel and oversight in the implementation of First American’s operational cost and business plan in a manner consistent with the powers and duties of a director. Mr. Stone, in his role as a director and Vice Chairman of the Ad Hoc Committee, and the other FAF Nominees, in their roles as directors, shall be provided with such financial, operating, performance and other information, and such access to management and employees, as they shall reasonably request, on the same terms as such information is provided to other members of the Board and consistent with the membership of each of them on committees thereof.

Section 1.3. Standstill; Voting Agreement.

(a) Until December 31, 2009, neither the Shareholders nor any of their Affiliates will, directly or indirectly, without the prior written consent of the Board or the SpinCo Board, as applicable,

(i) acquire, announce an intention to acquire, offer or seek to acquire, or agree to acquire, by purchase, gift, tender or exchange offer, or otherwise, beneficial ownership of any additional common shares or any other securities of First American, SpinCo or any Subsidiary of either (any such person, a “Covered Company”), including any rights, warrants or options or other securities convertible into or derivative of any such securities, if in any such case immediately after the taking of such action the Shareholders and their Affiliates would, in the aggregate, beneficially own more than 10% of the then outstanding common stock of any Covered Company, except as a result of a stock split, stock dividend or other pro rata distribution made by any Covered Company to its shareholders (including as a result of the Planned Transaction) and in which any Shareholder participates solely in his or its capacity as a shareholder;

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(ii) form, join or participate in or become a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any equity securities of any Covered Company;

(iii) arrange, or participate in, any financing for the purchase by any person of any securities or assets or businesses of any Covered Company prior to the time that such specific purchase is approved by the Board or the SpinCo Board, as applicable;

(iv) make, propose or participate in the making of any proposal to any Covered Company or any third party (by public announcement, submission to any Covered Company or a third party or otherwise) in respect of an extraordinary corporate transaction involving any Covered Company or any of their respective securities, including a merger, reorganization, recapitalization, extraordinary dividend, liquidation, sale or transfer of assets other than in the ordinary course of the business of any Covered Company, or the acquisition or purchase by the Shareholders or any other person of all or any portion of the assets or capital stock of any Covered Company, whether by merger, consolidation, tender or exchange offer or otherwise (an “Extraordinary Transaction”); provided, however, that (A) if the Board or SpinCo Board, as applicable, determines that a Covered Company will actively pursue an Extraordinary Transaction, the Shareholders shall be permitted to make a confidential nonpublic proposal concerning such Extraordinary Transaction to the Board of Directors of the appropriate Covered Company, and (B) nothing in this Section 1.3(a) shall prohibit the Shareholders from participating in any transaction that has been approved by the Board of Directors of the applicable Covered Company involving an Extraordinary Transaction;

(v) call or seek to call any special meeting or other meeting of shareholders of any Covered Company for any reason whatsoever;

(vi) solicit proxies or consents relating to the voting of any voting or other securities of any Covered Company, or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote, or become a “participant” in any “election contest” or exempt solicitation under Rule 14a-2(b)(1) under the Exchange Act involving any Covered Company (all terms used in this subsection (vi) and defined in Regulation 14A under the Exchange Act have the meanings assigned to them therein); or

(vii) in any way cause, incite or solicit any other person to engage in any conduct or activity that otherwise would be prohibited herein.

The Shareholders and their Affiliates shall be permitted to discuss with the Covered Companies and other shareholders of any Covered Company general matters regarding the business and affairs of the Covered Companies, subject, at all times, to the restrictions in Section 1.3 (including, without limitation, the non-disparagement restrictions set forth in Section 1.3(d)).

(b) For purposes of this Agreement, “Affiliate” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person and any employees, officers, independent contractors, partners and agents of any such persons; “Subsidiary” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, is controlled by, such person; and “beneficially owns” (or comparable variations thereof) has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

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(c) Until December 31, 2009, the Shareholders shall, and shall cause their Affiliates to, refrain from voting any securities of any Covered Company beneficially owned by the Shareholders or their Affiliates in favor of (i) the election of any nominee that is not recommended by the board of directors of such Covered Company or (ii) any other proposal made by a shareholder that is not recommended by the board of directors of such Covered Company. In furtherance of the foregoing, the Shareholders shall not, and shall cause their Affiliates not to, execute any written consent or proxy to approve any proposal by any other shareholder of any Covered Company that has not been recommended by the board of directors of such Covered Company.

(d) None of First American, SpinCo, the Shareholders, or any of their respective Affiliates, shall, directly or indirectly, make or issue or cause to be made or issued any disclosure, announcement or statement, whether publicly or privately, to any third party (including without limitation the filing of any document or report with the Securities and Exchange Commission or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning any other such party or any of its respective past, present or future general partners, directors, officers or employees, which disparages or in any other way reflects adversely or detrimentally upon such other party or any of such other party’s respective past, present or future general partners, directors, officers or employees (recognizing that this Section 1.3(d) shall not prohibit any private, confidential comment directly made to the other party’s officers, directors or counsel).

ARTICLE II.

MISCELLANEOUS

Section 2.1. Representations and Warranties.

(a) Each of the Shareholders hereby represents to First American, and First American hereby represents to each of the Shareholders, that:

(i) such party has all requisite corporate, limited partnership or limited liability company, as applicable, authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby;

(ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;

(iii) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with their respective terms; and

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(iv) this Agreement will not result in a violation on its part of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party (it being understood that each party makes no representation as to whether this Agreement will result in any such violation on the part of the other parties hereto).

(b) The Shareholders hereby represent to First American that, as of the date hereof, HCM, HGP and HA are the beneficial owners of approximately 8,866,479 shares of Common Stock, HCI is the beneficial owner of approximately 839,086 shares of Common Stock (which are included in the Shares owned by the other Shareholders), HCII is the beneficial owner of approximately 1,962,648 shares of Common Stock (which are included in the Shares owned by the other Shareholders) and HCIII is the beneficial owner of approximately 6,064,745 shares of Common Stock (which are included in the Shares owned by the other Shareholders). The Shareholders further represent and warrant that no Shareholder is a party to any agreement, arrangement or understanding with any third party other than First American with respect to the securities, management or control of any Covered Company other than as described in Item 5 of the draft of Amendment No. 1 to Schedule 13D/A to be filed by certain of the Shareholders with respect to First American, which was provided to First American immediately prior to the execution hereof.

(c) The parties hereto acknowledge, warrant and represent that they have carefully read this Agreement, understand it, have consulted with and received the advice of counsel regarding this Agreement, agree with its terms, and freely, voluntarily and knowingly execute it.

Section 2.2. General Provisions.

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, personal representatives and assigns of the parties hereto. The agreements, representations, warranties and obligations of the Shareholders hereunder are each explicitly intended to benefit SpinCo, which shall be a third party beneficiary of this Agreement. First American shall provide that SpinCo shall become a party to this Agreement at or prior to the effectiveness of the Planned Transaction.

(b) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemplated arrangements and understandings with respect thereto.

(c) This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

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(d) All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, express delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the party to be notified at the respective addresses set forth below, or at such other addresses which may hereinafter be designated in writing:

If to First American:

The First American Corporation

1 First American Way

Santa Ana, California 92707

Attention: Kenneth D. DeGiorgio

Fax No.: (714) 250-3325

with a copy to:

Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

Attention: Brian Lane

Fax No.: (202) 955-0539

If to the Shareholders:

Highfields Capital Management LP

John Hancock Tower

200 Clarendon Street

59th Floor

Boston, Massachusetts 02116

Attention: Joseph F. Mazzella

Fax No.: (617) 850-7620

with a copy to:

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109

Attention: Joseph L. Johnson III

Fax No.: (617) 523-1231

(e) This Agreement and the legal relations hereunder between the parties hereto shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed therein, without giving effect to the principles of conflicts of law thereof.

(f) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

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(g) It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person, therefore, shall be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

(h) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America, in each case located in the State of California, for any action, proceeding or investigation in any court or before any governmental authority arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, proceeding or investigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by registered mail to its respective address set forth in this Agreement shall be effective service of process for any action, proceeding or investigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding or investigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in the State of California, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding or investigation brought in any such court has been brought in an inconvenient forum.

(j) No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of any of the parties to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Support Agreement as of the day and year first written above.

THE FIRST AMERICAN CORPORATION
By:	/s/ Kenneth D. DeGiorgio
	Name: Kenneth D. DeGiorgio
	Title:   Senior Vice President, General Counsel
HIGHFIELDS CAPITAL MANAGEMENT LP
By:	Highfields GP, LLC
Its General Partner
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director
HIGHFIELDS GP LLC
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director
HIGHFIELDS ASSOCIATES LLC
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director
HIGHFIELDS CAPITAL I LP
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director, Highfields Capital             Management, its Investment Manager
HIGHFIELDS CAPITAL II LP
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director, Highfields Capital             Management, its Investment Manager

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HIGHFIELDS CAPITAL III L.P.
By:	/s/ Joseph F. Mazzella
	Name: Joseph F. Mazzella
	Title:   Managing Director, Highfields Capital             Management, its Investment Manager

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Exhibit A

THE FIRST AMERICAN CORPORATION

AD HOC COMMITTEE CHARTER

1. MEMBERS.

1.1 The Board of Directors (the “Board”) of The First American Corporation (the “Company”) shall maintain an Ad Hoc Committee (the “Committee”) of at least six members and the Board shall designate one member as Chairman of the Committee (the “Chair”) and one member as the Vice Chairman (the “Vice Chair”).

1.2 The members of this Committee shall consist initially of Van Skilling (Chair), Patrick F. Stone (Vice Chair), Frank O’Bryan, George Argyros, Roslyn Payne, David Chatham and Glenn C. Christenson.

2. PURPOSE.

The purpose of the Committee is to oversee the Company’s centralization, cost-cutting and margin improvement program (the “Program”).

3. DUTIES AND RESPONSIBILITIES.

In furtherance of the foregoing purposes, the duties and responsibilities of the Committee are to:

a. Work with management to receive reports on the Company’s progress with respect to the Program;

b. Recommend to the Board proposed courses of action with respect to ideas to achieve the goals of the Program;

c. Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board may delegate to the Committee from time to time; and

d. Be provided with all reasonable information necessary to ensure that the goals of the Program are met.

4. OUTSIDE ADVISORS.

The Committee shall have the authority to advise on and recommend to the full Board regarding the need for retaining any outside counsel, experts, or other advisors it determines appropriate to assist it in the full performance of its functions.

A-1

5. MEETINGS.

5.1. The Committee shall meet at least two times per month for the first 90 days of its existence and, in addition, as frequently as may be determined necessary or appropriate by the Chair, either in person or telephonically. The Committee shall meet at the call of the Chair or a majority of the members of the Committee. The presence of a majority of the members of the Committee shall constitute a quorum for the transaction of business. The passage of any resolution of the Committee shall require the affirmative vote of a majority of Committee members. Any resolution adopted by the Committee shall be purely advisory in nature and shall have no binding effect on the Company.

5.2. Procedures fixed by the Committee shall be subject to any applicable provision of the Company’s bylaws. Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following each Committee meeting. This shall be in lieu of Committee minutes. The report shall be given by the Chair, or in his absence, the Vice-Chair.

A-2

EX-99.2

Exhibit 99.2

NEWS FOR IMMEDIATE RELEASE

THE FIRST AMERICAN CORPORATION ANNOUNCES APPOINTMENT OF

FIVE DIRECTORS RECOMMENDED BY HIGHFIELDS CAPITAL MANAGEMENT

SANTA ANA, Calif., April 14, 2008 – The First American Corporation (NYSE: FAF), America’s largest provider of business information, today announced that it has elected to its board of directors five individuals recommended by Highfields Capital Management LP, the company’s largest unaffiliated shareholder.

“We welcome these new directors and look forward to capitalizing on the breadth of experience they will bring both to First American and to the boards of our financial services and information solutions companies after the separation is complete,” remarked Parker S. Kennedy, chairman and chief executive officer of First American. “We also look forward to continuing to work with our entire board and with Highfields—which has demonstrated confidence in First American through its meaningful investment—in pursuit of the many business opportunities before us.” The new directors include:

• Glenn C. Christenson, formerly executive vice president and chief financial officer of Station Casinos, Inc., the largest provider of gaming and entertainment to Las Vegas residents, where he was the chief financial officer from 1989 to 2007 and a director from 1993 to 2007. Christenson is currently a private investor and a director of Sierra Pacific Resources.

• Patrick F. Stone, formerly the chief executive officer of Fidelity National Information Services and the president and chief operating officer of Fidelity National Financial, Inc., both of which are competitors of First American. Stone is currently the chairman of The Stone Group, which specializes in commercial leasing, real estate investment and development.

• Christopher V. Greetham, former executive vice president and chief investment officer of XL Capital, a leading provider of global insurance and reinsurance coverage to industrial, commercial and professional service firms, among others. Greetham currently serves as a director of Axis Capital.

• Thomas C. O’Brien, chief executive officer since 2001 of Insurance Auto Auctions Inc., where he has led the successful integration of businesses specializing in providing total-loss vehicle services to insurance companies, car rental companies and other vehicle providers.

• Bruce Bennett, founding partner in the Los Angeles, Calif., law firm of Hennigan, Bennett & Dorman LLP, where he specializes in complex corporate real estate, insurance, retail, telecommunications, banking and technology transactions.

“We believe First American can leverage its leading position in all of its businesses and drive stronger performance and profitability,” said Jonathon S. Jacobson, senior managing director of Highfields. “Each of these new, high-caliber directors brings extensive expertise, operational discipline and a successful track record that will be invaluable to the management team as they pursue the company’s strategic plans.”

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“First American has world-class assets and the potential for significant, ongoing growth,” added Richard L. Grubman, senior managing director of Highfields. “We look forward to continuing to work with the company as it benefits from the contributions of its new directors and capitalizes on the opportunities that lie ahead to enhance value for all shareholders.”

The First American board of directors has also elected Christenson and Stone to a special ad hoc committee that has been charged with overseeing the company’s cost-cutting and operational-improvement efforts. D. Van Skilling, the company’s lead director, serves as chairman of this committee and Stone will be vice chairman. In addition, Christenson has been appointed to the company’s audit committee, and at least two of the new directors have been appointed to each of the company’s other committees.

The new directors join the board pursuant to an agreement entered into between First American and Highfields, which owns approximately 10 percent of the company’s shares.

Two of First American’s directors have volunteered their resignations from the board. With these resignations and the appointment of the five directors announced today, First American’s board now has a total of 17 members.

Further information, including additional detail about the agreement entered into with Highfields, is available in the Form 8-K filed by the company today with the Securities and Exchange Commission.

About First American

The First American Corporation (NYSE: FAF) is a FORTUNE 500^® company that traces its history to 1889. With revenues of approximately $8.2 billion in 2007, it is America’s largest provider of business information. First American combines advanced analytics with its vast data resources to supply businesses and consumers with valuable information products to support the major economic events of people’s lives, such as getting a job, renting an apartment, buying a car or house, securing a mortgage and opening or buying a business. The First American Family of Companies, many of which command leading market share positions in their respective industries, operate within five primary business segments, including: Title Insurance and Services, Specialty Insurance, Mortgage Information, Property Information and First Advantage. More information about the company and an archive of its press releases can be found at www.firstam.com.

About Highfields Capital Management

Based in Boston, MA, Highfields Capital is a value-oriented investment firm which principally makes long-term investments in public and private companies around the globe. It currently manages over $11 billion of capital on behalf of college and university endowments, charitable foundations and other philanthropic organizations, high net worth families and individual investors. Highfields invests in a wide variety of industries, securities and financial markets. For further information, please visit www.highfieldscapital.com.

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The First American Corporation Media Contact: Jo Etta Bandy Corporate Communications (714) 250-3298 • jbandy@firstam.com	The First American Corporation Investor Contact Mark Seaton Investor Relations (714) 250-4264 • mseaton@firstam.com
Highfields Capital Management Andrea Calise / Molly Morse Kekst and Company (212) 521-4825 / (212) 521-4826 andrea-calise@kekst.com / molly-morse@kekst.com

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