8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)
February 28, 2008

PICO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

California	033-36383	94-2723335
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

875 Prospect Street, Suite 301, La Jolla, California	92037
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code
(858) 456-6022

(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 (see General Instruction A.2. below):

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

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

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

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

Section 5 Corporate Governance and Management

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

     On February 28, 2008, the Company’s Board of Directors approved the amended Code of Business Conduct and Ethics to remove the insider trading section because the Company has implemented a separate and more detailed insider trading policy. A copy of the Company’s Code of Business Conduct and Ethics, as so amended, is attached hereto as Exhibit 14.1 and is hereby incorporated herein by reference.

Section 8 Other Events

Item 8.01 Other Events.

     On February 28, 2008, the Company’s Board of Directors approved revisions to its Audit Committee Charter, its Nominating Committee Charter and its Compensation Committee Charter at its regularly scheduled meeting. The revisions were recommended by its Audit Committee, its Nominating Committee and its Compensation Committee, respectively, following their annual charter reviews. The charters were revised as a result of the committee’s annual review of the charters to comply with rules and regulations applicable to the Company and to make certain technical, clarifying and non-substantive changes. Copies of the revised Audit Committee’s, Nominating Committee’s and Compensation Committee’s charters are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits

Exhibit Number	Description
14.1	PICO Holdings, Inc, Group of Companies Code of Business Conduct and Ethics
99.1	PICO Holdings, Inc. Audit Committee Charter
99.2	PICO Holdings, Inc. Nominating Committee Charter
99.3	PICO Holdings, Inc. Compensation Committee Charter

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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.

	PICO HOLDINGS, INC.
Date: March 5, 2008	By:	/s/ Maxim C. W. Webb
		Maxim C. W. Webb
		Chief Financial Officer and Treasurer

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EX-14.1

Exhibit 14.1

PICO HOLDINGS, INC.
GROUP OF COMPANIES

CODE OF BUSINESS CONDUCT AND ETHICS

1. Policy Statement

     The Nasdaq Listing Rules require that the PICO Holdings, Inc. Group of Companies (the “Company”) provide a code of conduct for all of its directors, officers and employees. This Company is committed to being a good corporate citizen. The Company’s policy is to conduct its business affairs honestly and in an ethical manner. That goal cannot be achieved unless you individually accept your responsibility to promote integrity and demonstrate the highest level of ethical conduct in all of your activities. Activities that may call into question the Company’s reputation or integrity should be avoided. The Company understands that not every situation is black and white. The key to compliance with the Code is exercising good judgment. This means following the spirit of this Code and the law, doing the “right” thing and acting ethically even when the law is not specific. When you are faced with a business situation where you must determine the right thing to do, you should ask the following questions:

• Am I following the spirit, as well as the letter, of any law or Company policy?

• Would I want my actions reported on 60 Minutes?

• What would my family, friends or neighbors think of my actions?

• Will there be any direct or indirect negative consequences for the Company?

Managers set an example for other employees and are often responsible for directing the actions of others. Every manager and supervisor is expected to take necessary actions to ensure compliance with this Code, to provide guidance and assist employees in resolving questions concerning the Code and to permit employees to express any concerns regarding compliance with this Code. No one has the authority to order another employee to act contrary to this Code.

2. Compliance with Laws and Regulations

     The Company seeks to comply with both the letter and spirit of the laws and regulations in all countries in which it operates.

     The Company is committed to full compliance with the laws and regulations of the cities, states and countries in which it operates. You must comply with all applicable laws, rules and regulations in performing your duties for the Company. Numerous federal, state and local laws and regulations define and establish obligations with which the Company, its employees and agents must comply. Under certain circumstances, local country law may establish requirements that differ from this Code. You are expected to comply with all local country laws in conducting the Company’s business. If you violate these laws or regulations in performing your duties for the Company, you not only risk individual indictment, prosecution and penalties, and civil

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actions and penalties, you also subject the Company to the same risks and penalties. If you violate these laws in performing your duties for the Company, you may be subject to immediate disciplinary action, including possible termination of your employment or affiliation with the Company.

     An explanation of certain of the key laws with which you should be familiar can be found in the Associate Handbook. As explained below, you should always consult your manager or the Chief Operating Officer (“COO”) with any questions about the legality of you or your colleagues’ conduct.

3. Full, Fair, Accurate, Timely and Understandable Disclosure

     It is of paramount importance to the Company that all disclosure in reports and documents that the Company files with, or submits to, the SEC, and in other public communications made by the Company is full, fair, accurate, timely and understandable. You must take all steps available to assist the Company in these responsibilities consistent with your role within the Company. In particular, you are required to provide prompt and accurate answers to all inquiries made to you in connection with the Company’s preparation of its public reports and disclosure.

4. Special Ethics Obligations For Employees With Financial Reporting Responsibilities

     All of the Company’s officers bear a special responsibility for promoting integrity throughout the Company. Furthermore, each of the Company’s officers has a responsibility to foster a culture throughout the Company as a whole that ensures the fair and timely reporting of the Company’s results of operation and financial condition and other financial information.

     Because of this special role, these officers are bound by the following Officer Code of Ethics, and by accepting the Code of Business Conduct and Ethics each agrees that he or she will:

• Perform his or her duties in an honest and ethical manner.

• Handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner.

• Take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.

• Comply with all applicable laws, rules and regulations of federal, state and local governments.

• Proactively promote and be an example of ethical behavior in the work environment.

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5. Conflicts of Interest and Corporate Opportunities

     You must avoid any situation in which your personal interests conflict or even appear to conflict with the Company’s interests. You owe a duty to the Company not to compromise the Company’s legitimate interests and to advance such interests when the opportunity to do so arises in the course of your employment.

     You shall perform your duties to the Company in an honest and ethical manner. You shall handle all actual or apparent conflicts of interest between your personal and professional relationships in an ethical manner.

     You should avoid situations in which your personal, family or financial interests conflict or even appear to conflict with those of the Company. You may not engage in activities that compete with the Company or compromise its interests. You should not take for your own benefit opportunities discovered in the course of employment that you have reason to know would benefit the Company. The following are examples of actual or potential conflicts:

• you, or a member of your family, receive improper personal benefits as a result of your position in the Company;

• you use Company’s property for your personal benefit;

• you engage in activities that interfere with your loyalty to the Company or your ability to perform Company duties or responsibilities effectively;

• you work simultaneously (whether as an employee or a consultant) for a competitor, customer or supplier;

• you, or a member of your family, have a financial interest in a customer, supplier, or competitor which is significant enough to cause divided loyalty with the Company or the appearance of divided loyalty (the significance of a financial interest depends on many factors, such as size of investment in relation to your income, net worth and/or financial needs, your potential to influence decisions that could impact your interests, and the nature of the business or level of competition between the Company and the supplier, customer or competitor);

• you, or a member of your family, acquire an interest in property (such as real estate, patent or other intellectual property rights or securities) in which you have reason to know the Company has, or might have, a legitimate interest;

• you, or a member of your family, receive a loan or a guarantee of a loan from a customer, supplier or competitor (other than a loan from a financial institution made in the ordinary course of business and on an arm’s-length basis);

• you divulge or use the Company’s confidential information — such as financial data, customer information, or computer programs — for your own personal or business purposes;

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• you make gifts or payments, or provide special favors, to customers, suppliers or competitors (or their immediate family members) with a value significant enough to cause the customer, supplier or competitor to make a purchase, or take or forego other action, which is beneficial to the Company and which the customer, supplier or competitor would not otherwise have taken; or

• you are given the right to buy stock in other companies or you receive cash or other payments in return for promoting the services of an advisor, such as an investment banker, to the Company.

     Neither you, nor members of your immediate family, are permitted to solicit or accept valuable gifts, payments, special favors or other consideration from customers, suppliers or competitors.

     Conflicts are not always clear-cut. If you become aware of a conflict described above or any other conflict, potential conflict, or have a question as to a potential conflict, you should consult with your manager or the Company’s COO and follow the procedures described in Sections 9 and 10 of the Code. If you become involved in a situation that gives rise to an actual conflict, you must inform your supervisor or the Company’s COO of the conflict.

6. Confidentiality

     All confidential information concerning the Company obtained by you is the property of the Company and must be protected.

     Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. You must maintain the confidentiality of such information entrusted to you by the Company, its customers and its suppliers, except when disclosure is authorized by the Company or required by law.

     Examples of confidential information include, but are not limited to: the Company’s trade secrets; business trends and projections; information about financial performance; new product or marketing plans; research and development ideas or information; information about potential acquisitions, divestitures and investments; stock splits, public or private securities offerings or changes in dividend policies or amounts; significant personnel changes; and existing or potential major contracts, orders, suppliers, customers or finance sources or the loss thereof.

     Your obligation with respect to confidential information extends beyond the workplace. In that respect, it applies to communications with your family members and continues to apply even after your employment or director relationship with the Company terminates.

7. Fair Dealing

     Our goal is to conduct our business with integrity.

     You should endeavor to deal honestly with the Company’s customers, suppliers, competitors, and employees. Under federal and state laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or deceptive acts and practices. You

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should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.

     Examples of prohibited conduct include, but are not limited to:

• bribery or payoffs to induce business or breaches of contracts by others;

• acquiring a competitor’s trade secrets through bribery or theft;

• making false, deceptive or disparaging claims or comparisons about competitors or their products or services; or

• mislabeling products or services.

8. Protection and Proper Use of Company Assets

     You should endeavor to protect the Company’s assets and ensure their proper use.

     Company assets, both tangible and intangible, are to be used only for legitimate business purposes of the Company and only by authorized employees or consultants. Intangible assets include intellectual property such as trade secrets, patents, trademarks and copyrights, business, marketing and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary information, and any unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of Company assets violates Company policy and this Code. Theft or waste of, or carelessness in using, these assets have a direct adverse impact on the Company’s operations and profitability and will not be tolerated.

     The Company provides computers, voice mail, electronic mail (e-mail), and Internet access to certain employees for the purpose of achieving the Company’s business objectives. As a result, the Company has the right to access, reprint, publish, or retain any information created, sent or contained in any of the Company’s computers or e-mail systems of any Company machine. You may not use e-mail, the Internet or voice mail for any illegal purpose or in any manner that is contrary to the Company’s policies or the standards embodied in this Code.

     You should not make copies of, or resell or transfer copyrighted publications, including software, manuals, articles, books, and databases being used in the Company, that were created by another entity and licensed to the Company, unless you are authorized to do so under the applicable license agreement. In no event should you load or use, on any Company computer, any software, third party content or database without receiving the prior written permission of the COO to do so. You must refrain from transferring any data or information to any Company computer other than for Company use. You may use a handheld computing device or mobile phone in connection with your work for the Company, but must not use such device or phone to access, load or transfer content, software or data in violation of any applicable law or regulation or without the permission of the owner of such content, software or data. If you should have any question as to what is permitted in this regard, please consult with the Company’s COO.

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9. Reporting Violations of Company Policies and Receipt of Complaints Regarding Financial Reporting or Accounting Issues

     You should report any violation or suspected violation of this Code to the appropriate Company personnel or via the Company’s anonymous and confidential reporting procedures.

     The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in this Code mandate that you promptly bring to the attention of the Chairman of the Audit Committee or the COO of the Company any material transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is inconsistent with, in violation, or reasonably could be expected to give rise to a violation, of this Code. You should report any suspected violations of the Company’s financial reporting obligations or any complaints or concerns about questionable accounting or auditing practices in accordance with the procedures set forth below.

     Here are some approaches to handling your reporting obligations:

• In the event you believe a violation of the Code, or a violation of applicable laws and/or governmental regulations has occurred or you have observed or become aware of conduct which appears to be contrary to the Code, immediately report the situation to your supervisor, the COO or the Chairman of the Audit Committee. Supervisors or managers who receive any report of a suspected violation must report the matter to the COO.

• If you have or receive notice of a complaint or concern regarding the Company’s financial disclosure, accounting practices, internal accounting controls, auditing, or questionable accounting or auditing matters, you must immediately advise your supervisor, the COO or the Chairman of the Audit Committee.

• If you wish to report any such matters anonymously or confidentially, then you may do so as follows:

• Mail a description of the suspected violation or other complaint or concern to:

Chief Operating Officer
Richard H. Sharpe
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, California 92037

or

Richard D. Ruppert MD
Chairman, Audit Committee
PICO Holdings, Inc.
3314 Pelham Road
Toledo , Ohio 43606

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• Call the toll-free line established by the Company and operated by SIGNIUS, a company in Houston, Texas. The toll-free number is 1-866-383-3032. SIGNIUS is an independent company which the Company selected to receive anonymous complaints. A verbatim written transcription of your compliant will immediately be directed to the Audit Committee members.

• Use common sense and good judgment; Act in good faith . You are expected to become familiar with and to understand the requirements of the Code. If you become aware of a suspected violation, don’t try to investigate it or resolve it on your own. Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. The circumstances should be reviewed by appropriate personnel as promptly as possible, and delay may affect the results of any investigation. A violation of the Code, or of applicable laws and/or governmental regulations is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light. Reports of suspected violations should always be made in good faith.

• Internal investigation . When an alleged violation of the Code, applicable laws and/or governmental regulations is reported, the Company will take appropriate action in accordance with the compliance procedures outlined in Section 10 of the Code. You are expected to cooperate in internal investigations of alleged misconduct or violations of the Code or of applicable laws or regulations.

• No fear of retaliation . It is Company policy that there be no intentional retaliation against any person who provides truthful information to a Company or law enforcement official concerning a possible violation of any law, regulation or Company policy, including this Code. Persons who retaliate may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment. In cases in which you report a suspected violation in good faith and are not engaged in the questionable conduct, the Company will attempt to keep its discussions with you confidential to the extent reasonably possible. In the course of its investigation, the Company may find it necessary to share information with others on a “need to know” basis. No retaliation shall be taken against you for reporting alleged violations while acting in good faith.

10. Compliance Procedures

     The Company has established this Code as part of its overall policies and procedures. To the extent that other Company policies and procedures conflict with this Code, you should follow this Code. The Code applies to all Company Directors and Company employees, including all officers, in all locations.

     The Code is based on the Company’s core values, good business practices and applicable law. The existence of a Code, however, does not ensure that directors, officers and employees

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will comply with it or act in a legal and ethical manner. To achieve optimal legal and ethical behavior, the individuals subject to the Code must know and understand the Code as it applies to them and as it applies to others. You must champion the Code and assist others in knowing and understanding it.

• Compliance . You are expected to become familiar with and understand the requirements of the Code. Most importantly, you must comply with it.

• Responsibility . The Company’s COO shall be responsible for ensuring that the Code is established and effectively communicated to all employees, officers and Directors. Although the day-to-day compliance issues will be the responsibility of the Company’s managers, the Audit Committee Chairman and the COO have ultimate accountability with respect to the overall implementation of and successful compliance with the Code.

• Internal Reporting of Violations . The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in this Code mandate that all employees, officers and Directors of the Company report suspected violations in accordance with Section 9 of this Code.

• Screening of Employees . The Company shall exercise due diligence when hiring and promoting employees and, in particular, when conducting an employment search for a position involving the exercise of substantial discretionary authority, such as a member of the executive team, a senior management position or an employee with financial management responsibilities. The Company shall make reasonable inquiries into the background of each individual who is a candidate for such a position. All such inquiries shall be made in accordance with applicable laws and good business practice.

• Access to the Code . The Company shall ensure that employees, officers and Directors may access the Code on the Company’s website. In addition, each current employee will be provided with a copy of the Code. New employees will receive a copy of the Code as part of their new hire information.

• Monitoring . The officers of the Company shall be responsible for reviewing the Code with all of the Company’s managers. In turn, the Company’s managers with supervisory responsibilities should review the Code with his/her direct reports. Managers are the “go to” persons for employee questions and concerns relating to the Code, especially in the event of a potential violation. Managers or supervisors will immediately report any violations or allegations of violations to the COO. Managers will work with the COO in assessing areas of concern, potential violations, any needs for enhancement of the Code or remedial actions to effect the Code’s policies and overall compliance with the Code and other related policies.

• Internal Investigation . When an alleged violation of the Code is reported, the Company shall take prompt and appropriate action in accordance with the law and

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	regulations and otherwise consistent with good business practice. If the suspected violation appears to involve either a possible violation of law or an issue of significant corporate interest, or if the report involves a complaint or concern of any person, whether employee, a shareholder or other interested person regarding the Company’s financial disclosure, internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Company’s accounting or auditing, then the manager or investigator must immediately notify the COO, who, in turn, shall notify the Legal Department and the Chairman of the Audit Committee. If a suspected violation involves any Director or executive officer or if the suspected violation concerns any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal controls, any person who received such report should immediately report the alleged violation to the COO and the Chairman of the Audit Committee. The COO and the Chairman of the Audit Committee shall assess the situation and determine the appropriate course of action. At a point in the process consistent with the need not to compromise the investigation, a person who is suspected of a violation shall be apprised of the alleged violation and shall have an opportunity to provide a response to the investigator.
•	Disciplinary Actions . Subject to the following sentence the COO, after consultation with the Human Resources and Legal Departments, shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and procedures for any employee who is found to have violated the Code. If a violation has been reported to the Audit Committee or another committee of the Board, that Committee shall be responsible for determining appropriate disciplinary action. Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action, up to and including termination of employment. Any employee engaged in the exercise of substantial discretionary authority who is found to have engaged in a violation of law or unethical conduct in connection with the performance of his or her duties for the Company, shall be removed from his or her position and not assigned to any other position involving the exercise of substantial discretionary authority. In addition to imposing discipline upon employees involved in non-compliant conduct, the Company also will impose discipline, as appropriate, upon an employee’s supervisor, if any, who directs or approves such employee’s improper actions, or is aware of those actions but does not act appropriately to correct them, and upon other individuals who fail to report known non-compliant conduct. In addition to imposing its own discipline, the Company will bring any violations of law to the attention of appropriate law enforcement personnel.
•	Retention of Reports and Complaints . All reports and complaints made to or received by the COO or the Chairman of the Audit Committee shall be logged into a record maintained for this purpose by the COO and the record of such report shall be retained for five (5) years.

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• Required Government Reporting . Whenever conduct occurs that requires a report to the government, the COO shall be responsible for complying with such reporting requirements.

• Corrective Actions . Subject to the following sentence, in the event of a violation of the Code, the manager and COO should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to Company policies and procedures. If a violation has been reported to the Audit Committee, that Committee shall be responsible for determining appropriate remedial or corrective actions. Such corrective action may include providing revised public disclosure, retraining Company employees, modifying Company policies and procedures, improving monitoring of compliance under existing procedures and other action necessary to detect similar non-compliant conduct and prevent it from occurring in the future. Such corrective action shall be documented, as appropriate.

11. Publication of the Code of Business Conduct and Ethics; Amendments and Waivers of the Code of Business Conduct and Ethics

     The most current version of this Code will be posted and maintained on the Company’s website. The Company’s Annual Report on Form 10-K shall disclose that the Code is maintained on the website and shall disclose that substantive amendments and waivers will also be posted on the Company’s website.

Any substantive amendment or waiver of this Code (i.e., a material departure from the requirements of any provision) particularly applicable to or directed at executive officers or Directors may be made only after approval by the Board of Directors and will be disclosed within four (4) business days of such action (a) on the Company’s website for a period of not less than twelve (12) months and (b) in a Form 8-K filed with the Securities and Exchange Commission. Such disclosure shall include the reasons for any waiver. The Company shall retain the disclosure relating to any such amendment or waiver for five (5) years.

Adopted by the Board of Directors on February 28, 2008.

Signature 

Name (typed or printed) 

Date:  

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EX-99.1

Exhibit 99.1

PICO HOLDINGS, INC.

Audit Committee Charter

This charter shall be reviewed, updated and approved annually by the board of directors.

Role and Independence

The audit committee of the board of directors assists the board in fulfilling its responsibility for oversight of the quality, transparency, and integrity of the accounting, auditing and reporting practices of PICO Holdings, Inc. (the “Company”) and other such duties as directed by the board. The membership of the committee shall consist of at least three directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any relationship that, in the opinion of the board, would interfere with his or her individual exercise of independent judgment, and shall meet the director independence requirements for serving on audit committees as set forth in the corporate governance standards of the NASDAQ. The committee is expected to maintain free and open communication (including private executive sessions at least annually) with the independent accountants and the management of the Company. In discharging this oversight role, the committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose and with full power and authority to obtain funding from the Company and retain other outside advisers.

The board of directors shall appoint one member of the audit committee as chairperson. He or she shall be responsible for leadership of the committee, including preparing the agenda, presiding over the meetings, making committee assignments and reporting to the board of directors. The chairperson will also maintain regular liaison with the CEO, CFO, and the lead independent audit partner.

Responsibilities

The audit committee’s primary responsibilities include:

• Recommending to the board the independent accountant to be selected or retained to audit the financial statements of the Company. In so doing, the committee will request from the auditor a written affirmation that the auditor is in fact independent, discuss with the auditor any relationships that may impact the auditor’s independence, and recommend to the board any actions necessary to oversee the auditor’s independence.

• Overseeing the independent auditor relationship by discussing with the auditor the nature and rigor of the audit process, receiving and reviewing audit reports, and providing the auditor full access to the committee (and the board) to report on any and all appropriate matters.

• Providing guidance and oversight to the internal control audit activities of the Company including reviewing the organization, plans and results of such activity.

• Reviewing the audited financial statements, which shall include but not be limited to a review of disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations, and discussing them with management and the independent auditor. These discussions shall include consideration of the quality of the Company’s accounting principles as applied in its financial reporting, including review of estimates, reserves and accruals, review of judgmental areas, review of audit adjustments whether or not recorded and such other inquiries as may be appropriate. Based on the review, the committee shall make its recommendation to the board as to the inclusion of the Company’s audited financial statements in the Company’s annual report on Form 10-K. The Committee shall also review the draft earnings press release.

• Reviewing with management and the independent auditor the quarterly financial information prior to the Company’s filing of Form 10-Q. The Committee shall also review the draft earnings press release. This review may be performed by the committee or its chairperson.

• Discussing with management and the external auditors the quality and adequacy of the Company’s internal controls.

• Discussing with management the status of pending litigation, taxation matters and other areas of oversight to the legal and compliance area as may be appropriate.

• Reporting audit committee activities to the full board and issuing annually a report to be included in the proxy statement (including appropriate oversight conclusions) for submission to the shareholders.

• The right to correspond or otherwise communicate with the head of the independent auditing firm engaged by the Company.

• Obtaining from the Company’s independent auditing firm the annual review conducted by the Public Company Accounting Oversight Board.

• Establishing and maintaining procedures to enable employees to submit, on a confidential and anonymous basis, complaints regarding accounting, internal accounting controls, or auditing matters and providing for the receipt, retention and treatment of said complaints.

• Reviewing and approving all related persons transactions in accord with written procedure adopted by the Committee.

• Pre-approving all auditing and non-auditing services to be performed by the Company’s auditor, in accord with written pre-approval guidelines adopted by the committee.

• Performing an annual evaluation of the committee’s performance.

• Obtaining and reviewing at least annually a report from the committee’s independent audit firm describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years relative to one or more independent audits carried out by the firm; and any steps taken to deal with any such issues.

• Establishing clear hiring policies for employees or former employees of the Company’s independent auditor.

EX-99.2

Exhibit 99.2

PICO HOLDINGS, INC.
NOMINATING COMMITTEE
CHARTER

     The Nominating Committee of PICO Holdings, Inc. will meet at least one (1) time per year, in advance of the Company’s Annual Meeting of Shareholders. The purpose of the Nominating Committee will be to identify, review, evaluate, and select candidates to be nominated for election to the Company’s Board of Directors.

     The Nominating Committee does not believe the identification, review, evaluation, and selection of candidates can be reduced to a precise formula and involves a degree of subjectivity. However, in identifying, reviewing, evaluating and selecting candidates, the Nominating Committee will consider the following factors:

(a) Business Experience
(b) Academic credentials
(c) Inter-personal skills
(d) Ability to understand the Company’s business
(e) Understanding of the responsibilities of being a Director of a publicly held company
(f) Corporate experience
(g) Experience as a Director on other Boards of Directors
(h) Potential for contributing to the Company’s success

     The Nominating Committee will consider candidates recommended by shareholders. Such nominations from shareholders must be submitted in writing to the Company’s Secretary along with the candidate’s resume and any other information the proposing shareholder would like to put before the Committee. The Secretary shall immediately send such material to the Committee’s Chairman. Such candidates nominated by shareholders shall be evaluated by the Committee using the same standards as for a Committee-nominated candidate.

     The Committee has sole authority to retain and terminate a search firm used to identify Director candidates, including sole authority to approve the search firm’s fees and terms of retention.

     The Committee shall conduct an annual evaluation of its performance.

     The Committee shall review and update as appropriate the Committee’s Charter at least annually.

     If the Nominating Committee is not comprised entirely of independent Directors, the Committee’s recommended candidates shall be approved by a majority of the Company’s independent Directors.

EX-99.3

Exhibit 99.3

PICO HOLDINGS, INC.

COMPENSATION COMMITTEE

CHARTER

Status

     The Compensation Committee is a committee of the Board of Directors.

Membership

     The Compensation Committee shall consist of three or more directors all of whom in the judgment of the Board of Directors shall be independent in accordance with the Nasdaq listing standards.

Purpose

     The purposes of the Compensation Committee are (i) to discharge the responsibilities of the Board of Directors relating to compensation of the Company’s CEO, COO and other executive officers; (ii) to periodically review Board and Committee compensation and fees; and (iii) to produce an annual report on executive officer compensation for inclusion in the Company’s annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission. Except as otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board of Directors as a whole.

Duties and Responsibilities

     The Compensation Committee is directly responsible for establishing base salary, annual, and long-term performance goals and objectives for our elected officers. This responsibility includes:

(i)	evaluating the performance of the CEO, COO and other elected officers in light of the approved performance goals and objectives;
(ii)	setting the compensation of the CEO, COO and other elected officers based upon the evaluation of the performance of the CEO, COO and the other elected officers, respectively;
(iii)	making recommendations to the Board of Directors with respect to new cash-based incentive compensation plans and equity-based compensation plans; and
(iv)	making recommendations to the Board of Directors with respect to Board and Committee compensation and fees.
(v)	conducting an annual evaluation of the Committee’s performance.
(vi)	reviewing and updating as appropriate the Committee’s charter at least annually.

     In addition, the Compensation Committee:

(i)	administers the Company’s 2005 Long-Term Incentive Plan; and
(ii)	grants awards under the 2005 Long-Term Incentive Plan.

     In determining the long-term incentive component of the compensation of the Company’s CEO, COO and other elected officers, the Compensation Committee may consider: (i) the Company’s performance and relative shareholder return; and, (ii) the value of similar incentive awards to chief executive officers and elected officers at comparable companies.

     The Compensation Committee may, in its sole discretion, employ a compensation consultant to assist in the evaluation of the compensation of the Company’s CEO, COO or other elected officers, or Board and Committee compensation and fees. The Compensation Committee shall have the sole authority to approve the fees and other retention terms with respect to such a compensation consultant. The Compensation Committee also has the authority, as necessary and appropriate, to consult with other outside advisors to assist in its duties to the Company.

Meetings

     The Compensation Committee shall meet at such times as it deems necessary to fulfill its responsibilities.