Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KENNEDY PARKER S
   2. Issuer Name and Ticker or Trading Symbol
FIRST AMERICAN CORP [FAF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1 FIRST AMERICAN WAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2010
(Street)

SANTA ANA, CA 92707		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/02/2010   M(1)   40,000 A $ 13.13 102,124 D  
Common Stock 02/02/2010   S(1)   40,000 D $ 30.3 (2) 62,124 D (3)  
Common Stock               11,873.676 I By 401(k) Plan Trust (4)
Common Stock               464,531 I By Limited Partnership
Common Stock               55,866 I By Spouse Via Limited Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 13.13 02/02/2010   M(1)     40,000 02/24/2001(5) 02/24/2010 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 30.8             12/14/2001(6) 12/14/2010 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 19.2             12/13/2002(7) 12/13/2011 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 22.85             02/27/2004(8) 02/27/2013 Common Stock 80,000   80,000 D  
Employee Stock Option (Right to Buy) $ 30.56             02/26/2005(9) 02/26/2014 Common Stock 80,000   80,000 D  
Employee Stock Option (Right to Buy) $ 36.55             02/28/2006(10) 02/28/2015 Common Stock 80,000   80,000 D  
Employee Stock Option (Right to Buy) $ 47.49             12/08/2006(11) 12/08/2015 Common Stock 80,000   80,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KENNEDY PARKER S
1 FIRST AMERICAN WAY
SANTA ANA, CA 92707		   X     Chief Executive Officer  

Signatures

 /s/ Stacy S. Rentner, Attorney-in-Fact for Parker S. Kennedy   02/03/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The cashless option exercise reported on this Form 4 was executed pursuant to the reporting person's 10b5-1 trading plan described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2007. The trading plan provides that each option held by the reporting person that is in-the-money after commissions will be exercised automatically on a cashless basis between and including the fifteenth and the first trading day preceding expiration. The options that are the subject of this Form 4 would have expired on February 24, 2010.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.97 to $30.50, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) Includes 29,697 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 45,373 restricted stock units vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant.
(4) Amount shown consists of shares contributed by issuer as company match, shares purchased for my account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c).
(5) The option vests in five equal annual increments commencing 2/24/01, the first anniversary of the grant.
(6) The option vests in five equal annual increments commencing 12/14/01, the first anniversary of the grant.
(7) The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant.
(8) The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant.
(9) The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant.
(10) The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant.
(11) The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant.

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