Code of Ethics For Chief Executive Officer
and Senior Financial Officers

Code of Ethics For Chief Executive Officer and Senior Financial Officers

In addition to the obligations under the Code of Ethics and Conduct, which is applicable to all employees of First American Financial Corporation (the “Company”), the Chief Executive Officer, Chief Financial Officer and other senior financial officers (herein referred to as the “Named Officers”) are expected to know and abide by the following rules of ethical conduct, in particular as such rules pertain to the financial reporting of the Company:

A. Conflicts of Interest

Named Officers have a duty of loyalty to the Company, and must therefore avoid any actual conflict of interest with the Company, and should strive to avoid the appearance of a conflict of interest. A “conflict of interest” occurs when a private interest of a Named Officer interferes with the interests of the Company. A conflict situation can arise when a Named Officer takes an action or has an interest that may make it difficult to perform his or her work objectively and effectively Conflicts of interest can also arise when a Named Officer or a member of a Named Officer’s family receive improper personal benefits as a result of the Named Officer’s position with the Company If such a situation arises, Named Officers shall promptly report any such circumstances to the Nominating and Corporate Governance Committee, or, if the conflict pertains to the Company’s financial reporting or internal controls, to the Audit Committee.

B. Compliance with Governmental Laws, Rules and Regulations

Named Officers are subject to numerous governmental laws, rules and regulations applicable to the Company’s business, only some of which are specifically addressed in this Code or the Code of Ethics and Conduct. The Company encourages and expects Named Officers to become informed and to comply with such governmental laws, rules and regulations, whether or not they are addressed in this Code or in the Code of Ethics and Conduct.

C. Disclosure in Documents Filed with the Securities and Exchange Commission and other Public Communications of the Company

As officers of a publicly traded company, Named Officers are responsible for establishing, maintaining and periodically evaluating disclosure controls and procedures designed to reasonably ensure full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the Securities and Exchange Commission or otherwise disclosed to the public Named Officers must promptly bring to the attention of the Audit Committee any information they may have concerning significant deficiencies in, or violations of, such disclosure controls and procedures.

D. Waivers and Violations of the Code

Named Officers must promptly report to the Audit Committee and the Chief Legal Officer of the Company: (i) any waiver of this Code for any Named Officer, whether explicitly or implicitly granted by the Company, and (ii) any violation of this Code by a Named Officer. Waivers of this Code will only be granted in exceptional circumstances. Any waiver of this Code for Named Officers may be made only by the board of directors or a committee of the board of directors of the Company to which such authority has been delegated, after disclosure of all material facts by the Named Officer seeking the waiver, and will be promptly disclosed to shareholders of the Company.

E. Discipline

The Company takes its financial reporting obligations very seriously Therefore, violations of this Code will be taken seriously and can result in termination of the offending Named Officer The Board of Directors will determine the appropriate punishment, considering its fiduciary duty to the Company’s shareholders, and taking into account all of the facts and circumstances surrounding the violation In particular, the Board of Directors will consider (i) whether the violation was intentional or inadvertent, (ii) the extent of the likely damage to the Company and its shareholders resulting from the violation, and (iii) whether the Named Officer has committed previous violations of this Code, the Code of Ethics and Conduct or other Company policy concerning ethical behavior.

F. Communication with Audit Committee

The Company encourages its Named Officers to engage in an active and open dialogue with the Audit Committee and to discuss with the Audit Committee any concerns or suggestions that the applicable Named Officer may have regarding the Company’s disclosure controls and reporting procedures.