Exhibit 99.1

AMENDED AND RESTATED
FIRST ACCEPTANCE CORPORATION
2002 LONG TERM INCENTIVE PLAN

          The Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of First Acceptance Corporation, a Delaware corporation (the “Company”). This Plan amends and restates the First Acceptance Corporation 2002 Long Term Incentive Plan, as amended, that was originally approved by the Company’s shareholders on April 30, 2004. The amendments contained in this Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent in accordance with applicable law. Subject to such approval, Awards may be granted hereunder on and after the adoption of this Plan by the Board.

ARTICLE I.
PURPOSE

          The purpose of the Plan is to foster and promote the long-term financial success of the Company and its Subsidiaries and materially increase the value of the Company and its Subsidiaries by (a) encouraging the long-term commitment of the Employees, Consultants, and Outside Directors of the Company and its Subsidiaries, (b) motivating performance of the Employees, Consultants, and Outside Directors of the Company and its Subsidiaries by means of long-term performance related incentives, (c) encouraging and providing Employees, Consultants, and Outside Directors of the Company and its Subsidiaries with an opportunity to obtain an ownership interest in the Company, (d) attracting and retaining outstanding Employees, Consultants, and Outside Directors by providing incentive compensation opportunities, and (e) enabling participation by Employees, Consultants, and Outside Directors in the long-term growth and financial success of the Company and its Subsidiaries.

ARTICLE II.
DEFINITIONS

     For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:

          2.1 “Award” means the grant of any Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award, whether granted singly or in combination or in tandem.

          2.2 “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

          2.3 “Board” means the board of directors of the Company.

          2.4 “Cause” shall mean, unless otherwise defined in the applicable Award Agreement, the Company or a Subsidiary having “cause” to terminate a Participant’s employment or service, as defined in any written employment agreement then in effect between the Participant and the Company, or, in the absence of such an agreement with respect to any Participant, such Participant’s (i)  failure to comply with the employment policies of the Company or any Subsidiary or a material breach of an employment, consulting or other agreement, including any written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered into by such Participant and the Company or any Subsidiary; (ii) commission of any material act of dishonesty, breach of trust or misconduct in connection with performance of employment-related duties; or (iii) conviction of, or pleading guilty or nolo contendere to, any felony or to any crime involving dishonesty, theft or unethical business conduct, or conduct which could impair or injure the Company or its reputation.

          2.5 “Change in Control” shall mean any of the following: (i) any consolidation, merger or share exchange of the Company in which the holders of a majority of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor

thereto following such transaction; (ii) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals who (x) at the date of this Plan were directors or (y) become directors after the date of this Plan and whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Plan or whose election or nomination for election was previously so approved; (v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an aggregate of 50% or more of the voting power of the Company’s outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 50% of the voting power of the Company’s outstanding voting securities on the date of this Plan; provided , however , that notwithstanding the foregoing, an acquisition shall not constitute a Change in Control hereunder if the acquiror is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, or (y) a Subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company; or (vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.

          2.6 “Code” means the Internal Revenue Code of 1986, as amended.

          2.7 “Committee” means the committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan.

          2.8 “Common Stock” means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan.

          2.9 “Company” means First Acceptance Corporation, a Delaware corporation, and any successor entity.

          2.10 “Consultant” means any person performing advisory or consulting services for the Company or a Subsidiary, with or without compensation, to whom the Company chooses to grant an Award in accordance with the Plan, provided that bona fide services must be rendered by such person and such services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction.

          2.11 “Covered Officer” shall mean at any date (i) any individual who, with respect to the previous taxable year of the Company, was a “covered employee” of the Company within the meaning of Section 162(m); provided, however, that the term “Covered Officer” shall not include any such individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to the current taxable year of the Company or with respect to the taxable year of the Company in which any applicable Award will be paid or vested and (ii) any individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be such a “covered employee” with respect to the current taxable year of the Company or with respect to the taxable year of the Company in which any applicable Award will be paid or vested.

          2.12 “Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement.

          2.13 “Employee” means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company.

          2.14 “Fair Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction

reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (b) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, or (d) if none of the above is applicable, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock.

          2.15 “Grant Price” means the price established at the time of grant of an SAR pursuant to Article VI used to determine whether there is any payment due upon exercise of the SAR.

          2.16 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Board Committee may utilize one or more Independent Third Parties.

          2.17 “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.

          2.18 “Nonpublicly Traded” means not listed on a national securities exchange registered with the Securities and Exchange Commission.

          2.19 “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, to which Section 421 of the Code does not apply.

          2.20 “Option” means a Nonqualified Stock Option or an Incentive Stock Option granted pursuant to Article VI hereof.

          2.21 “Option Price” means the price that must be paid by a Participant upon exercise of an Option to purchase a share of Common Stock.

          2.22 “Outside Director” means a director of the Company who is not an Employee.

          2.23 “Other Stock-Based Award” shall mean any Award granted under Article IX of the Plan.

          2.24 “Participant” means an Employee, Consultant, or Outside Director of the Company or a Subsidiary to whom an Award is granted under this Plan.

          2.25 “Performance Award” shall mean any Award granted under Article VIII of the Plan.

          2.26 “Plan” means this Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan, as amended from time to time.

          2.27 “Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Article VII of this Plan which are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.

          2.28 “Restricted Stock Unit” shall mean any unit granted under Article VII of the Plan.

          2.29 “Retirement” means any Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by the Committee.

          2.30 “SAR” or “stock appreciation right” means the right to receive a payment, in cash and/or Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the SAR is exercised over the Grant Price for such shares.

          2.31 “Section 162(m)” shall mean Section 162(m) of the Code and the regulations promulgated thereunder and any successor provision thereto as in effect from time to time.

          2.32 “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.

          2.33 “Substitute Award” shall mean an Award granted pursuant to Article XIV solely in assumption of, or in substitution for, an outstanding award previously granted by a company acquired by the Company or with which the Company combines.

          2.34 “Termination of Service” occurs when a Participant who is an Employee or a Consultant of the Company or any Subsidiary shall cease to serve as an Employee or Consultant of the Company and its Subsidiaries, for any reason; or, when a Participant who is an Outside Director of the Company or a Subsidiary shall cease to serve as a director of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes a Consultant or an Outside Director or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Code section 422 upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option.

          2.35 “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant is incapacitated and absent from his or her duties with the Company or any Subsidiary on a full time basis for a period of six (6) continuous months or for at least one hundred eighty (180) days during any twelve (12) -month period as a result of mental or physical illness or physical injury, as determined in good faith by the Committee; provided that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code.

ARTICLE III.
ADMINISTRATION

          3.1 General Administration; Establishment of Committee . Subject to the terms of this Article 3 , the Plan shall be administered by the Board or such committee of the Board as is designated by the Board to administer the Plan (the “Committee”). The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.

          Membership on the Committee shall be limited to those members of the Board who are “outside directors” under Section 162(m) of the Code and “non-employee directors” as defined in Rule 16b-3 promulgated under the 1934 Act. The Committee shall select one of its members to act as its chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.

          3.2 Designation of Participants and Awards .

               (a) The Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement such terms, provisions, limitations, and performance requirements as are approved by the Committee but not inconsistent with the Plan. The Committee shall determine whether an Award Agreement shall include one type of Award or two or more Awards granted in combination or two or more Awards granted in tandem (that is, a joint grant where exercise of one Award results in cancellation of all or a portion of the other Award). Although the members of the Committee shall be eligible to receive Awards, no member of the Committee shall participate in any decisions regarding any Award granted hereunder to such member. All decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the Committee, or if such member is the only member of the Committee, by the Board.

          In addition, the chief executive officer of the Company may recommend to the Board or the Committee (i) that Awards be granted to one or more Employees, Officers, Consultants, or Outside Directors, (ii) the number of shares of Common Stock to be subject to such Awards, and (iii) the price to be paid for such Awards and such other terms that the chief executive officer deems appropriate with respect to such Awards; in such case, the chief executive officer’s recommendations shall not be binding on the Board and the Board may, in its sole discretion, accept or deny the chief executive officer’s recommendations.

               (b) Notwithstanding Section 3.2(a) , to the extent consistent with applicable securities laws, the Board may in its discretion and by a resolution adopted by the Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award. The Authorized Officer shall notify the Committee in writing of the persons designated to receive such Awards, the type of Award, the Date of Grant, the number of shares of Common Stock that will be subject to such Awards, and the purchase price to be paid for such shares. If authorized to do so in the Board’s written resolution, the Authorized Officer shall cause the Company to execute an Award Agreement with the Participant, subject to the Committee’s ratification of such terms of an Award as required by law.

          Within an administratively reasonable time after receipt of the Authorized Officer’s written notice of one or more Awards, the Committee shall authorize or ratify the grant of such Awards and shall prescribe all other terms of such Awards pursuant to its authority set forth in Section 3(a) .

          3.3 Authority of the Committee . The Committee, in its discretion, shall have the full power and authority in its discretion to (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their achievement, (iv) accelerate the time at which all or any part of an Award may be settled or exercised, (v) make all determinations under the Plan concerning any Termination of Service and whether such termination has occurred by reason of Cause, Disability, Retirement or in connection with a Change in Control; and (vi) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee’s discretion set forth herein shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.

          To the extent consistent with applicable securities laws, the Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.

          With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the 1934 Act, Section 422 of the Code, Section 162(m) of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other applicable law, rule or restriction (collectively, “applicable law”), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards.

ARTICLE IV.
ELIGIBILITY

          Any Employee (including an Employee who is also a director or an officer), Outside Director, or Consultant of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Outside Director, or Consultant of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards granted at different times need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Outside Directors, or Consultants, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.

ARTICLE V.
SHARES SUBJECT TO PLAN

          5.1 Number Available for Awards . Subject to adjustment as provided in Articles XI and XII , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 8,500,000 shares. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

          5.2 Reuse of Shares .

               (a) If shares of Common Stock are subject to an Option, SAR or other Award which shall expire or terminate for any reason without having been exercised or settled in full, or in the event that an Option, SAR or other Award is settled in cash or is otherwise exercised or settled in a manner such that some or all of the shares of Common Stock relating to the Option are not issued to the Participant (or beneficiary) (including as the result of the use of shares for withholding taxes), the shares of Common Stock subject thereto which have not become outstanding shall (unless the Plan shall have sooner terminated) become available for issuance under the Plan.

               (b) If any shares of Common Stock subject to an Award are not delivered to a Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”) or an appreciation distribution in respect of a SAR is paid in Common Stock, then the number of shares subject to the Award that are not delivered to the Participant shall remain available for subsequent issuance under the Plan.

               (c) If the exercise price of any Award is satisfied by tendering Common Stock by the Participant (either by actual delivery or attestation), then the number of shares so tendered shall remain available for subsequent issuance under the Plan.

               (d) In no event shall the number of shares of Common Stock subject to Incentive Stock Options exceed, in the aggregate, 6,000,000 shares of Common Stock plus shares subject to Incentive Stock Options which are forfeited or terminated, or expire unexercised.

ARTICLE VI.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

          6.1 Grant. Subject to the provisions of the Plan and other applicable legal requirements, the Committee shall have sole and complete authority to determine the Participants to whom Options and SARs shall be granted, the number of shares of Common Stock subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of each Option and SAR. An Option may be granted with or without a related SAR. A SAR may be granted with or without a related Option. The grant of an Option shall take place when the Committee by resolution, written consent or other appropriate action determines to grant such Option for a particular number of shares to a particular Participant at a particular Option Price. The Committee shall have the authority to grant Incentive Stock Options and to grant Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. A person who has been granted an Option or SAR under this Plan may be granted additional Options or SARs under the Plan if the Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option is granted) of the Common Stock with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under all plans described in of Section 422(d) of the Code of the Employee’s employer corporation and its parent and Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.

          6.2 Price. The Committee in its sole discretion shall establish the Option Price at the time each Option is granted and the Grant Price at the time each SAR is granted. Except in the case of Substitute Awards, the Option Price of an Option may not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock with respect to which the Option is granted on the date of grant of such Option. In the case of Substitute Awards or Awards granted in connection with an adjustment provided for in Article XI of the Plan in the form of Options, such grants shall have an Option Price per share that is intended to maintain the economic value of the Award that was replaced or adjusted, as determined by the Committee. Notwithstanding the foregoing and except as permitted by the provisions of Article XI hereof, the Committee shall not have the power to (i) amend the terms of previously granted Options or SARs to reduce the Option Price of such Options or the Grant Price of such SARs, or (ii) cancel such Options or SARs and grant substitute Options or SARs with a lower Option Price or Grant Price than the cancelled Options or SARs, in each case without the approval of the Company’s stockholders. Except with respect to Substitute Awards, SARs may not have a Grant Price less than the Fair Market Value of a share of Common Stock on the date of grant.

          6.3 Term. Subject to the Committee’s authority under Article III and the provisions of Section 6.6 , each Option and SAR and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the Award Agreement. The Committee shall be under no duty to provide terms of like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, but subject to the last sentence of Section 6.4(a) , no Option or SAR shall be exercisable after the expiration of ten (10) years from the date such Option or SAR was granted.

          6.4 Exercise .

               (a) Each Option and SAR shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. The Committee shall have full and complete authority to determine whether an Option or SAR will be exercisable in full at any time or from time to time during the term of the Option or SAR, or to provide for the exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the Option or SAR as the Committee may determine. An Award Agreement may provide that the period of time over which an Option, other than an Incentive Stock Option, may be exercised shall be automatically extended if on the scheduled expiration of such Option, the Participant’s exercise of such Option would violate applicable securities law; provided, however, that during the extended exercise period the Option may only be exercised to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date; provided further, however, that

such extended exercise period shall end not later than thirty (30) days after the exercise of such Option first would no longer violate such laws.

               (b) The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal, state or foreign securities laws or the Code, as it may deem necessary or advisable. The exercise of any Option granted hereunder shall be effective only at such time as the sale of Common Stock pursuant to such exercise will not violate any state or federal securities or other laws.

               (c) An Option or SAR may be exercised in whole or in part at any time, with respect to whole shares only, within the period permitted thereunder for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option or SAR, delivered to the Company at its principal office, and payment in full to the Company at the direction of the Committee of the amount of the Option Price for the number of shares of Common Stock with respect to which the Option is then being exercised.

               (d) Payment of the Option Price shall be made in (i) cash or cash equivalents, or, (ii) at the discretion of the Committee, by transfer, either actually or by attestation, to the Company of unencumbered shares of Common Stock previously acquired by the Participant, valued at the Fair Market Value of such shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Committee, (iii) by a combination of (i) or (ii), or (iv) by any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, (x) a cashless (broker-assisted) exercise that complies with applicable laws or (y) withholding shares of Common Stock (net-exercise) otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the total Option Price. Until the optionee has been issued the Common Stock subject to such exercise, he or she shall possess no rights as a stockholder with respect to such Common Stock.

               (e) At the Committee’s discretion, the amount payable to the Participant as a result of the exercise of a SAR may be settled in cash, Common Stock or a combination thereof. A fractional share shall not be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.

          6.5 Termination of Employment or Service. Except as otherwise provided in the applicable Award Agreement, an Option may be exercised only to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting such Option and ending on the date of exercise of such Option the Participant is an Employee, Outside Director or Consultant, and shall terminate immediately upon a Termination of Service of the Participant. Notwithstanding the foregoing provisions of this Section 6.5 to the contrary, the Committee may determine in its discretion that an Option may be exercised following any such termination of employment, whether or not exercisable at the time of such termination of employment; provided, however, that in no event may an Option be exercised after the expiration date of such Option specified in the applicable Award Agreement, except as provided in the last sentence of Section 6.4(a) .

          6.6 Ten Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time an Option is otherwise to be granted pursuant to the Plan, the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Common Stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary corporations (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the Option Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock of the Company, and such Option by its terms shall not be exercisable after the expiration of five (5) years from the date such Option is granted.

          6.7 Buyout Provisions. Notwithstanding any other provision of the Plan, the Committee may at any time offer to buy out for a payment in cash, Common Stock or Restricted Stock an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

          6.8 Maximum Individual Grant . No Participant may receive during any fiscal year of the Company Awards of Options or SARs covering an aggregate of more than 3,000,000 shares of Common Stock.

ARTICLE VII.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

          7.1 Grant .

               (a) Subject to the provisions of the Plan and other applicable legal requirements, the Committee shall have sole and complete authority to determine the Participants to whom Restricted Stock and Restricted Stock Units shall be granted, the number of shares of Restricted Stock and the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards. The Restricted Stock and Restricted Stock Unit Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the terms and conditions provided hereunder and any additional terms and conditions established by the Committee that are consistent with the terms of the Plan.

               (b) Each Restricted Stock and Restricted Stock Unit Award made under the Plan shall be for such number of shares of Common Stock as shall be determined by the Committee and set forth in the Award Agreement containing the terms of such Restricted Stock or Restricted Stock Unit Award. Such agreement shall set forth a period of time during which the grantee must remain in the continuous employment of the Company in order for the forfeiture and transfer restrictions to lapse. If the Committee so determines, the restrictions may lapse during such restricted period in installments with respect to specified portions of the shares covered by the Restricted Stock or Restricted Stock Unit Award. The Award Agreement may also, in the discretion of the Committee, set forth performance or other conditions that will subject the shares to forfeiture and transfer restrictions. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Restricted Stock and Restricted Stock Unit Awards.

          7.2 Dividends and Other Distributions .

               (a) Prior to the lapse of any applicable transfer restrictions, Participants holding Restricted Stock shall be credited with any cash dividends paid with respect to such Restricted Stock while they are so held, unless determined otherwise by the Committee and set forth in the Award Agreement. The Committee may apply any restrictions to such dividends that the Committee deems appropriate. Except as set forth in the Award Agreement or otherwise determined by the Committee, in the event (a) of any adjustment as provided in Article XI , or (b) any shares or securities are received as a dividend, or an extraordinary dividend is paid in cash, on Restricted Stock, any new or additional shares or securities or any extraordinary dividends paid in cash received by a Participant on such Restricted Stock shall be subject to the same terms and conditions, including any transfer restrictions, as relate to the original Restricted Stock.

               (b) The applicable Award Agreement will specify whether a Participant will be entitled to receive dividend equivalent rights in respect of Restricted Stock Units at the time of any payment of dividends to stockholders on Common Stock. If the applicable Award Agreement specifies that a Participant will be entitled to receive dividend equivalent rights, (i) the amount of any such dividend equivalent right shall equal the amount that would be payable to the Participant as a stockholder in respect of a number of shares equal to the number of Restricted Stock Units then credited to the Participant, (ii) any such dividend equivalent right shall be paid in accordance with the Company’s payment practices as may be established from time to time and as of the date on which such dividend would have been payable in respect of outstanding Common Stock, and (iii) the applicable Award Agreement will specify whether dividend equivalents shall be paid in respect of Restricted Stock Units that are not yet vested.

          7.3 Transfer Restrictions on Restricted Stock. At the time of a Restricted Stock Award, a certificate representing the number of Shares awarded thereunder shall be registered in the name of the grantee. Such

certificate shall be held by the Company or any custodian appointed by the Company for the account of the grantee subject to the terms and conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Committee, in its discretion, may determine. The foregoing to the contrary notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Restricted Stock prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” ( i.e ., a computerized or manual entry) in the records of the Company or its designated agent in the name of the Participant who has received such Award, and confirmation and account statements sent to the Participant with respect to such book-entry shares may bear the restrictive legend referenced in the preceding sentence. Such records of the Company or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Stock Awards evidenced in such manner. The holding of Restricted Stock by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Restricted Stock, in accordance with this Section 7.3 , shall not affect the rights of Participants as owners of the Restricted Stock awarded to them, nor affect the restrictions applicable to such shares under the Award Agreement or the Plan, including the transfer restrictions.

          7.4 Other Rights of Restricted Stockholders. Unless otherwise provided in the applicable Award Agreement, the grantee shall have all other rights of a stockholder with respect to the Restricted Stock, including the right to vote such shares, subject to the following restrictions: (i) the grantee shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Restricted Stock; (ii) none of the shares of Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Committee at or after grant, all of the shares of Restricted Stock shall be forfeited and all rights of the grantee to such shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of the Company for the entire restricted period in relation to which such shares were granted and unless any other restrictive conditions relating to the Restricted Stock Award are met.

          7.5 Termination of Restrictions on Restricted Stock. At the end of the restricted period and provided that any other restrictive conditions of the Restricted Stock Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating to the Restricted Stock Award or in the Plan shall lapse as to the Restricted Stock subject thereto, and a stock certificate for the appropriate number of shares of Common Stock, free of the restrictions and restricted stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be (or, in the case of book-entry shares, such restrictions and restricted stock legend shall be removed from the confirmation and account statements delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, in book-entry form).

          7.6 Payment of Restricted Stock Units. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a share of Common Stock. Restricted Stock Units shall be paid in cash, Common Stock, other securities or other property, as determined in the sole discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise determined by the Committee at or after grant, Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and all Restricted Stock Units and all rights of the grantee to such Restricted Stock Units shall terminate, without further obligation on the part of the Company, unless the grantee remains in continuous employment of the Company for the entire restricted period in relation to which such Restricted Stock Units were granted and unless any other restrictive conditions relating to the Restricted Stock Unit Award are met. Except as otherwise provided in the Plan or the applicable Award Agreement, a Participant shall have no rights of a stockholder with respect to Restricted Stock Units.

ARTICLE VIII.
PERFORMANCE AWARDS

          8.1 Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive Performance Awards, which shall consist of a right that is (i) denominated in cash or Common Stock (including but not limited to Restricted Stock and Restricted Stock Units), (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

          8.2 Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the amendment.

          8.3 Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Committee, on a deferred basis. Notwithstanding the foregoing, the Committee may in its discretion, waive any performance goals and/or other terms and conditions relating to a Performance Award. A Participant’s rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant.

          8.4 Termination of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Awards following such Participant’s Termination of Employment. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for the termination of employment.

          8.5 Provisions Applicable To Covered Officers And Performance Awards . Notwithstanding anything in the Plan to the contrary, unless the Committee determines that a Performance Award to be granted to a Covered Officer should not qualify as “performance-based compensation” for purposes of Section 162(m), Performance Awards granted to Covered Officers shall be subject to the terms and provisions of this Section 8.5 . Accordingly, unless otherwise determined by the Committee, if any provision of the Plan or any Award Agreement relating to such an Award does not comply or is inconsistent with Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee discretion to increase the amount of compensation otherwise payable to a Covered Officer in connection with any such Award upon the attainment of the performance criteria established by the Committee.

               (a) The Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or more performance goals selected by the Committee from among the goals specified below. For the purposes of this Section 8.5 , performance goals shall be limited to one or more of the following Company, Subsidiary, operating unit, business segment or division financial performance measures:

                    (i) earnings before interest, taxes, depreciation and/or amortization;

                    (ii) operating income or profit;

                    (iii) operating efficiencies;

                    (iv) return on equity, assets, capital, capital employed or investment;

                    (v) net income;

                    (vi) earnings (gross, net, pre-tax, after tax or per share);

                    (vii) utilization;

                    (viii) gross or net profit margins;

                    (ix) stock price or total stockholder return;

                    (x) customer growth or sales;

                    (xi) debt reduction;

                    (xii) revenue;

                    (xiii) market share;

                    (xiv) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals or goals relating to acquisitions or divestitures; or

                    (xv) any combination thereof.

Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons

based on internal targets, the past performance of the Company or any Subsidiary, operating unit, business segment or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders’ equity and/or Shares outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under criteria set forth in this Section 8.5(a) to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year.

               (b) With respect to any Covered Officer, the maximum annual number of shares of Common Stock in respect of which all Performance Awards may be granted under Article VIII of the Plan is 1,500,000 and the maximum amount of all Performance Awards that are settled in cash and that may be granted under this Article VIII in any year is $5,000,000.

               (c) To the extent necessary to comply with Section 162(m), with respect to grants of Performance Awards, no later than 90 days following the commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish the various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion of each performance period, the Committee shall certify in writing whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for a given performance period, subject to any applicable Award Agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance for the performance period.

ARTICLE IX.
OTHER STOCK-BASED AWARDS

          The Committee shall have the authority to determine the Participants who shall receive Other Stock-Based Awards, which shall consist of any right that is (i) not an Award described in Sections 6 , 7 or 8 above and (ii) an Award of Common Stock or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock (including, without limitation, securities convertible into Common Stock), as deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award.

ARTICLE X.
TERM; AMENDMENTS

          10.1 Term . The Plan, as amended and restated, shall be effective from the date that this amended and restated Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on the date that is ten years after the date this amended and restated Plan is approved by the Board, but Awards granted before that date will continue to be effective in accordance with their terms and conditions.

          10.2 Amendment or Discontinuance . Subject to the limitations set forth in this Article X , the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment which requires stockholder approval in order for the Plan and Awards made under the Plan to continue to comply with Sections 162(m), 421, and 422 of the Code, including any successors to such Sections, shall be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Except as otherwise provided in any existing Award Agreement, any such amendment shall, to the extent deemed necessary or advisable by the

Committee, be applicable to any outstanding Awards theretofore granted under the Plan. Except as otherwise provided in any Award Agreement, in the event of any such amendment to the Plan, the holder of any Award outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article X shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.

ARTICLE XI.
CAPITAL ADJUSTMENTS

          In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock, then the Committee shall in an equitable and proportionate manner, as determined by the Committee (and, as applicable, in such manner as is consistent with Sections 162(m), 422 and 409A of the Code and the regulations thereunder) in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, adjust any or all of the (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitations under Sections 6.8 and 8.5(b) of the Plan, (iv) the Option Price of each outstanding Award, and (v) the number of or Grant Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan to the end that the same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate Grant Price; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. In lieu of the foregoing, if deemed appropriate, the Committee may make provision for a cash payment to the holder of an outstanding Award, except as may otherwise be provided in an applicable Award Agreement. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject. No adjustment or cash payment will be required under this Article XI for the issuance of Common Stock for such consideration, not less than the par value of the Common Stock, as may be determined from time to time by the Board to be fair consideration.

          Upon the occurrence of any such adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation of such adjustment or cash payment which shall be conclusive and shall be binding upon each such Participant.

ARTICLE XII.
RECAPITALIZATION, MERGER AND CONSOLIDATION

          12.1 No Effect on Company’s Authority . The existence of this Plan and Awards granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

          12.2 Conversion of Awards Where Company Survives . Subject to any required action by the stockholders, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Award granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Award would have been entitled.

          12.3 Exchange or Cancellation of Incentives Where Company Does Not Survive . In the event of any merger, consolidation or share exchange which is a Change of Control in which the Company does not survive, there may be substituted for each share of Common Stock subject to the unexercised portions of outstanding Options or SARs, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Options or SARs to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.

          Notwithstanding the foregoing, however, all Stock Options or SARs may be canceled by the Company, in its sole discretion, as of the effective date of any merger, consolidation or share exchange which is a Change of Control in which the Company does not survive, by either:

               (a) giving notice to each holder thereof or his personal representative of its intention to cancel such Stock Options or SARs and permitting the purchase during the thirty (30) day period next preceding such effective date of any or all of the shares subject to such outstanding Stock Options or SARs, including, in the Board’s discretion, some or all of the shares as to which such Stock Options or SARs would not otherwise be vested and exercisable; or

               (b) paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the exercise price per share of such Option (hereinafter the “Spread”), multiplied by the number of shares subject to the Option. In cases where the shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or all of those shares in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect to the existence of the Options shall be made, such as deeming the Options to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Options as being outstanding in determining the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed.

               (c) An Option or SAR that by its terms would be vested and exercisable upon a Change in Control will be considered vested and exercisable for purposes of Section 12.3(a) hereof.

ARTICLE XIII.
LIQUIDATION OR DISSOLUTION

          Subject to Section 12.3 hereof, in case the Company shall, at any time while any Award under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Awards, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Award, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) then in such event the purchase price, if any, Option Prices or Grant Prices then in effect with respect to each Option or SAR shall be reduced, on the payment date of such distribution, in proportion to the percentage reduction in the tangible book value of the shares of the Company’s Common Stock (determined in accordance with generally accepted accounting principles) resulting by reason of such distribution.

ARTICLE XIV.
INCENTIVES IN SUBSTITUTION FOR
INCENTIVES GRANTED BY OTHER ENTITIES

          Awards may be granted under the Plan from time to time in substitution for similar instruments held by employees or directors of a corporation, partnership, or limited liability company who become or are about to become Employees or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the Substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted.

ARTICLE XV.
MISCELLANEOUS PROVISIONS

          15.1 Investment Intent . The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Awards granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

          15.2 Nonpublicly Traded Common Stock . In the event a Participant receives, as Restricted Stock or pursuant to the exercise of a Stock Option, shares of Common Stock that are Nonpublicly Traded, the Committee may impose restrictions and conditions on the transfer or other disposition of those shares. The restrictions and conditions may be reflected in the Award Agreement or in a separate stockholders’ agreement.

          15.3 No Right to Continued Employment . Neither the Plan nor any Awards granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.

          15.4 Indemnification of Board and Committee . No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.

          15.5 Effect of the Plan . Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein. The terms and conditions of Awards need not be the same with respect to each Participant. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or other types of Awards provided for hereunder.

          15.6 Compliance With Other Laws and Regulations . Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Award if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded; and, as a condition of any sale or issuance of shares of Common Stock under an Award, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant and exercise of Awards hereunder, and the obligation of the Company to sell and deliver shares of

Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

          15.7 Tax Requirements . The Company shall have shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan, or from any other compensation or other amount owing to a Participant, the amount (in cash, Common Stock, other securities, other Awards or other property) of any applicable withholding or other tax-related obligations in respect of an Award, its exercise or any other transaction involving an Award, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Participant receiving shares of Common Stock issued under the Plan shall be required to pay the Company the amount of any taxes which the Company is required to withhold with respect to such shares of Common Stock. Such payments shall be required to be made prior to the delivery of any certificate representing such shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligation of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock previously owned by the Participant, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise, vesting or other payment of an Award, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). Notwithstanding the foregoing, in the event of an assignment of a Nonqualified Stock Option or SAR pursuant to Section 15.8 , the Participant who assigns the Nonqualified Stock Option or SAR shall remain subject to withholding taxes upon exercise of the Nonqualified Stock Option or SAR by the transferee to the extent required by the Code or the rules and regulations promulgated thereunder.

          15.8 Assignability . Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Option. The Committee may waive or modify any limitation contained in this Section 15.8 that is not required for compliance with Section 422 of the Code.

          Except as otherwise provided herein, Nonqualified Stock Options and SARs may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution. The Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option or an SAR granted to a Participant to be on terms which permit transfer by such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or entities described in (iv) below, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members, (3), (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section 15.8 , and (z) subsequent transfers of transferred Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of descent and distribution.

          Following any transfer, any such Nonqualified Stock Option or SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles VIII , X , XI , XIII and XV hereof the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original Participant, following which the Nonqualified Stock Options and SARs shall be exercisable, if at all, by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee of a Nonqualified Stock Option or an SAR of any expiration, termination, lapse or acceleration of such Stock Option or SAR. The Company shall have no obligation to register with any federal or state securities

commission or agency any Common Stock issuable or issued under a Nonqualified Stock Option or SAR that has been transferred by a Participant under this Section 15.8 .

          15.9 Dividend Equivalents. In the sole and complete discretion of the Committee, an Award may provide the Participant with dividends or dividend equivalents, payable in cash, Common Stock, other securities or other property on a current or deferred basis. All dividend or dividend equivalents which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Common Stock, or, in the case of dividends or dividend equivalents credited in connection with Performance Awards, be credited as additional Performance Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award. The total number of Shares available for grant under Article V shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Common Stock or credited as Performance Awards.

          15.10 No Guarantee of Favorable Tax Treatment . Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest, or penalties that Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

          15.11 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.

          15.12 Severability. If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Participant or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Participant or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

          15.13 Use of Proceeds . Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company.

          15.14 Legend . Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed):

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain First Acceptance Corporation Long Term Incentive Plan (the “Plan”), a copy of which is on file at the principal office of the Company in Nashville, Tennessee. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”

        The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

                  A copy of this Plan shall be kept on file in the principal office of the Company in Nashville, Tennessee.

Exhibit 99.2

OPTION CANCELLATION AND

RESTRICTED STOCK AWARD AGREEMENT

     THIS OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2009 (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and Keith E. Bornemann (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”).

     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

     WHEREAS, Participant holds an outstanding option to purchase 10,000 shares of Common Stock of the Company previously granted by the Company to Participant (the “Outstanding Option”);

     WHEREAS, the Company’s stockholders approved a one-time value-for-value option exchange on November 17, 2009, whereby the Participant may surrender for cancellation the Outstanding Option in exchange for a lesser number of shares of restricted stock with an aggregate value not to exceed $150,000;

     WHEREAS, the Participant desires to surrender, and the Company cancel, the Outstanding Option, and in exchange for such surrendered and cancelled Outstanding Option, and pursuant to the Plan, the Committee desires to grant an award of restricted stock to the Participant as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Cancellation of Outstanding Option, Grant of Restricted Stock .

          (a) The Participant hereby surrenders the Outstanding Option to the Company, agrees that the Outstanding Option shall be cancelled, and agrees that the Nonqualified Stock Option Agreement, dated February 7, 2007, between Participant and the Company shall be cancelled and of no further force or effect.

          (b) The Company hereby grants to the Participant, in exchange for the cancellation of the Outstanding Option, an award (the “Award”) of 3,140 shares of Common

Stock of the Company (the “Stock” or the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

          (c) The Participant’s rights with respect to the Stock subject to the Award shall remain forfeitable at all times prior to the date on which the restrictions as to such Stock shall lapse in accordance with Section 3 hereof.

          2. Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restriction Period” for the Restricted Stock granted herein shall expire in five equal, annual installments beginning on the first anniversary of Date of Grant (as may be adjusted in accordance with Section 7 hereof).

          (b) The Participant shall have all rights of a stockholder with respect to the Restricted Stock, including the right to receive dividends and the right to vote such Stock, subject to the following restrictions:

          (i) the Participant shall not be entitled to delivery of the stock certificate for any Stock until the expiration of the Restriction Period as to such Stock;

          (ii) none of the Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restriction Period as to such Stock; and

          (iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, all shares of Restricted Stock as to which the Restriction Period has not expired or been terminated shall be forfeited, and all rights of the Participant to such Stock shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company or a Subsidiary until the expiration or termination of the Restriction Period as to such Stock.

          Any Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Stock shall be subject to the same restrictions, terms and conditions as such Restricted Stock.

          (c) Notwithstanding the foregoing, the Restriction Period shall automatically terminate as to all Restricted Stock awarded hereunder (as to which such Restriction Period has not previously terminated) upon the occurrence of the following events:

          (i) termination of the Participant’s employment with the Company or a Subsidiary that results from the Participant’s death, Retirement (as defined in the Plan) or Total and Permanent Disability (as defined in the Plan);

          (ii) the termination of the Participant’s employment with the Company or a Subsidiary by the Participant for Good Reason (as defined in the Employment Agreement in effect as of the date hereof between Participant and the Company (the “Employment Agreement”)) or by the Company without Cause (as defined in the Employment Agreement); or

          (iii) the occurrence of a Change in Control (as defined in the Plan).

          3. Termination of Restrictions . At the end of the Restriction Period as to any portion of the Restricted Stock, or at such earlier time as may be determined by the Committee, all restrictions set forth in this Agreement or in the Plan relating to such portion of the Restricted Stock shall lapse as to such portion of the Restricted Stock, and a stock certificate for the appropriate number of shares of such Stock, free of the restrictions and restrictive stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.

          4. Delivery of Stock .

          (a) As of the date hereof, certificates representing the Restricted Stock shall be registered in the name of the Participant and held by the Company or transferred to a custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Participant or Participant’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Company as set forth in Sections 2(b) and 4(d) hereof.

          (b) Certificates representing Restricted Stock in respect of which the Restriction Period has lapsed pursuant to this Agreement shall be delivered to the Participant as soon as practicable following the date on which the restrictions on such Restricted Stock lapse.

          (c) Certificates representing Restricted Stock in respect of which the Restriction Period lapsed upon the Participant’s death shall be delivered to the executors or administrators of the Participant’s estate as soon as practicable following the receipt of proof of the Participant’s death satisfactory to the Company.

          (d) By accepting the grant of Restricted Stock under this Agreement, Participant shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited to the Company and agrees to execute any documents requested by the Company in

connection with such forfeiture and transfer. Participant hereby acknowledges that any breach by him of his obligations under this Section 4(d) would cause substantial and irreparable damage to the Company, and that money damages would be an inadequate remedy therefore, and, accordingly, acknowledges and agrees that the Company shall be entitled to specific performance to remedy the breach of such obligations (in addition to the other rights and remedies provided for herein).

          (e) The face of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

          (f) The reverse of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN (THE “PLAN”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN NASHVILLE, TENNESSEE. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.

          5. Effect of Lapse of Restrictions . To the extent that the Restriction Period applicable to any Restricted Stock shall have lapsed, the Participant may receive, hold, sell or otherwise dispose of such Stock free and clear of the restrictions imposed under the Plan and this Agreement.

          6. No Right to Continued Service . This Agreement shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Subsidiary.

          7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Article XI of the Plan) affecting the Company or any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principals in accordance with the Plan.

          8. Amendment to Award . Subject to the restrictions contained in Article X of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Participant or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Participant, holder or beneficiary affected.

          9. Withholding of Taxes . If the Participant makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Participant (“Withholding Taxes”). Failure by the Participant to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Stock granted hereunder will be immediately cancelled. If the Participant does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restriction Period with respect to any portion of Restricted Stock (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Participant and issue vested shares to the Participant without restriction.

          10. Plan Governs . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

          11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

          12. Notices . All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

          13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

          14. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Participant’s legal representatives. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

          15. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Participant and the Company for all purposes.

     IN WITNESS WHEREOF, the parties have caused this Option Cancellation and Restricted Stock Award Agreement to be duly executed effective as of the day and year first above written.

		FIRST ACCEPTANCE CORPORATION:
		By:		/s/ Stephen J. Harrison
		Name:		Stephen J. Harrison
		Its:		Chief Executive Officer
		PARTICIPANT:
		/s/ Keith E. Bornemann
		Name: Keith E. Bornemann
		Address:

Exhibit 99.3

OPTION CANCELLATION AND

RESTRICTED STOCK AWARD AGREEMENT

     THIS OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2009 (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and Kevin P. Cohn (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”).

     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

     WHEREAS, Participant holds an outstanding option to purchase 100,000 shares of Common Stock of the Company previously granted by the Company to Participant (the “Outstanding Option”);

     WHEREAS, the Company’s stockholders approved a one-time value-for-value option exchange on November 17, 2009, whereby the Participant may surrender for cancellation the Outstanding Option in exchange for a lesser number of shares of restricted stock with an aggregate value not to exceed $150,000;

     WHEREAS, the Participant desires to surrender, and the Company cancel, the Outstanding Option, and in exchange for such surrendered and cancelled Outstanding Option, and pursuant to the Plan, the Committee desires to grant an award of restricted stock to the Participant as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Cancellation of Outstanding Option, Grant of Restricted Stock .

          (a) The Participant hereby surrenders the Outstanding Option to the Company, agrees that the Outstanding Option shall be cancelled, and agrees that the Nonqualified Stock Option Agreement, dated October 9, 2006, between Participant and the Company shall be cancelled and of no further force or effect.

          (b) The Company hereby grants to the Participant, in exchange for the cancellation of the Outstanding Option, an award (the “Award”) of 27,847 shares of

Common Stock of the Company (the “Stock” or the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

          (c) The Participant’s rights with respect to the Stock subject to the Award shall remain forfeitable at all times prior to the date on which the restrictions as to such Stock shall lapse in accordance with Section 3 hereof.

          2. Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restriction Period” for the Restricted Stock granted herein shall expire in four equal, annual installments beginning on the first anniversary of Date of Grant (as may be adjusted in accordance with Section 7 hereof).

          (b) The Participant shall have all rights of a stockholder with respect to the Restricted Stock, including the right to receive dividends and the right to vote such Stock, subject to the following restrictions:

          (i) the Participant shall not be entitled to delivery of the stock certificate for any Stock until the expiration of the Restriction Period as to such Stock;

          (ii) none of the Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restriction Period as to such Stock; and

          (iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, all shares of Restricted Stock as to which the Restriction Period has not expired or been terminated shall be forfeited, and all rights of the Participant to such Stock shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company or a Subsidiary until the expiration or termination of the Restriction Period as to such Stock.

          Any Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Stock shall be subject to the same restrictions, terms and conditions as such Restricted Stock.

          (c) Notwithstanding the foregoing, the Restriction Period shall automatically terminate as to all Restricted Stock awarded hereunder (as to which such Restriction Period has not previously terminated) upon the occurrence of the following events:

          (i) termination of the Participant’s employment with the Company or a Subsidiary that results from the Participant’s death, Retirement (as defined in the Plan) or Total and Permanent Disability (as defined in the Plan);

          (ii) the termination of the Participant’s employment with the Company or a Subsidiary by the Participant for Good Reason (as defined in the Employment Agreement in effect as of the date hereof between Participant and the Company (the “Employment Agreement”)) or by the Company without Cause (as defined in the Employment Agreement); or

          (iii) the occurrence of a Change in Control (as defined in the Plan).

          3. Termination of Restrictions . At the end of the Restriction Period as to any portion of the Restricted Stock, or at such earlier time as may be determined by the Committee, all restrictions set forth in this Agreement or in the Plan relating to such portion of the Restricted Stock shall lapse as to such portion of the Restricted Stock, and a stock certificate for the appropriate number of shares of such Stock, free of the restrictions and restrictive stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.

          4. Delivery of Stock .

          (a) As of the date hereof, certificates representing the Restricted Stock shall be registered in the name of the Participant and held by the Company or transferred to a custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Participant or Participant’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Company as set forth in Sections 2(b) and 4(d) hereof.

          (b) Certificates representing Restricted Stock in respect of which the Restriction Period has lapsed pursuant to this Agreement shall be delivered to the Participant as soon as practicable following the date on which the restrictions on such Restricted Stock lapse.

          (c) Certificates representing Restricted Stock in respect of which the Restriction Period lapsed upon the Participant’s death shall be delivered to the executors or administrators of the Participant’s estate as soon as practicable following the receipt of proof of the Participant’s death satisfactory to the Company.

          (d) By accepting the grant of Restricted Stock under this Agreement, Participant shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited to the Company and agrees to execute any documents requested by the Company in

connection with such forfeiture and transfer. Participant hereby acknowledges that any breach by him of his obligations under this Section 4(d) would cause substantial and irreparable damage to the Company, and that money damages would be an inadequate remedy therefore, and, accordingly, acknowledges and agrees that the Company shall be entitled to specific performance to remedy the breach of such obligations (in addition to the other rights and remedies provided for herein).

          (e) The face of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

          (f) The reverse of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN (THE “PLAN”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN NASHVILLE, TENNESSEE. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.

          5. Effect of Lapse of Restrictions . To the extent that the Restriction Period applicable to any Restricted Stock shall have lapsed, the Participant may receive, hold, sell or otherwise dispose of such Stock free and clear of the restrictions imposed under the Plan and this Agreement.

          6. No Right to Continued Service . This Agreement shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Subsidiary.

          7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Article XI of the Plan) affecting the Company or any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principals in accordance with the Plan.

          8. Amendment to Award . Subject to the restrictions contained in Article X of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Participant or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Participant, holder or beneficiary affected.

          9. Withholding of Taxes . If the Participant makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Participant (“Withholding Taxes”). Failure by the Participant to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Stock granted hereunder will be immediately cancelled. If the Participant does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restriction Period with respect to any portion of Restricted Stock (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Participant and issue vested shares to the Participant without restriction.

          10. Plan Governs . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

          11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

          12. Notices . All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

          13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

          14. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Participant’s legal representatives. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

          15. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Participant and the Company for all purposes.

     IN WITNESS WHEREOF, the parties have caused this Option Cancellation and Restricted Stock Award Agreement to be duly executed effective as of the day and year first above written.

		FIRST ACCEPTANCE CORPORATION:
		By:		/s/ Stephen J. Harrison
		Name: Stephen J. Harrison
		Its: Chief Executive Officer
		PARTICIPANT:
		/s/ Kevin P. Cohn
		Name: Kevin P. Cohn
		Address:

Exhibit 99.4

OPTION CANCELLATION AND

RESTRICTED STOCK AWARD AGREEMENT

     THIS OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2009 (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and Stephen J. Harrison (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”).

     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

     WHEREAS, Participant holds an outstanding option to purchase 100,000 shares of Common Stock of the Company previously granted by the Company to Participant (the “Outstanding Option”);

     WHEREAS, the Company’s stockholders approved a one-time value-for-value option exchange on November 17, 2009, whereby the Participant may surrender for cancellation the Outstanding Option in exchange for a lesser number of shares of restricted stock with an aggregate value not to exceed $150,000;

     WHEREAS, the Participant desires to surrender, and the Company cancel, the Outstanding Option, and in exchange for such surrendered and cancelled Outstanding Option, and pursuant to the Plan, the Committee desires to grant an award of restricted stock to the Participant as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Cancellation of Outstanding Option, Grant of Restricted Stock .

          (a) The Participant hereby surrenders the Outstanding Option to the Company, agrees that the Outstanding Option shall be cancelled, and agrees that the Nonqualified Stock Option Agreement, dated April 30, 2004, between Participant and the Company shall be cancelled and of no further force or effect.

          (b) The Company hereby grants to the Participant, in exchange for the cancellation of the Outstanding Option, an award (the “Award”) of 22,827 shares of

Common Stock of the Company (the “Stock” or the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

          (c) The Participant’s rights with respect to the Stock subject to the Award shall remain forfeitable at all times prior to the date on which the restrictions as to such Stock shall lapse in accordance with Section 3 hereof.

          2. Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restriction Period” for the Restricted Stock granted herein shall expire in four equal, annual installments beginning on the first anniversary of Date of Grant (as may be adjusted in accordance with Section 7 hereof).

          (b) The Participant shall have all rights of a stockholder with respect to the Restricted Stock, including the right to receive dividends and the right to vote such Stock, subject to the following restrictions:

          (i) the Participant shall not be entitled to delivery of the stock certificate for any Stock until the expiration of the Restriction Period as to such Stock;

          (ii) none of the Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restriction Period as to such Stock; and

          (iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, all shares of Restricted Stock as to which the Restriction Period has not expired or been terminated shall be forfeited, and all rights of the Participant to such Stock shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company or a Subsidiary until the expiration or termination of the Restriction Period as to such Stock.

          Any Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Stock shall be subject to the same restrictions, terms and conditions as such Restricted Stock.

          (c) Notwithstanding the foregoing, the Restriction Period shall automatically terminate as to all Restricted Stock awarded hereunder (as to which such Restriction Period has not previously terminated) upon the occurrence of the following events:

          (i) termination of the Participant’s employment with the Company or a Subsidiary that results from the Participant’s death, Retirement (as defined in the Plan) or Total and Permanent Disability (as defined in the Plan);

          (ii) the termination of the Participant’s employment with the Company or a Subsidiary by the Participant for Good Reason (as defined in the Employment Agreement in effect as of the date hereof between Participant and the Company (the “Employment Agreement”)) or by the Company without Cause (as defined in the Employment Agreement); or

          (iii) the occurrence of a Change in Control (as defined in the Plan).

          3. Termination of Restrictions . At the end of the Restriction Period as to any portion of the Restricted Stock, or at such earlier time as may be determined by the Committee, all restrictions set forth in this Agreement or in the Plan relating to such portion of the Restricted Stock shall lapse as to such portion of the Restricted Stock, and a stock certificate for the appropriate number of shares of such Stock, free of the restrictions and restrictive stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.

          4. Delivery of Stock .

          (a) As of the date hereof, certificates representing the Restricted Stock shall be registered in the name of the Participant and held by the Company or transferred to a custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Participant or Participant’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Company as set forth in Sections 2(b) and 4(d) hereof.

          (b) Certificates representing Restricted Stock in respect of which the Restriction Period has lapsed pursuant to this Agreement shall be delivered to the Participant as soon as practicable following the date on which the restrictions on such Restricted Stock lapse.

          (c) Certificates representing Restricted Stock in respect of which the Restriction Period lapsed upon the Participant’s death shall be delivered to the executors or administrators of the Participant’s estate as soon as practicable following the receipt of proof of the Participant’s death satisfactory to the Company.

          (d) By accepting the grant of Restricted Stock under this Agreement, Participant shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited to the Company and agrees to execute any documents requested by the Company in

connection with such forfeiture and transfer. Participant hereby acknowledges that any breach by him of his obligations under this Section 4(d) would cause substantial and irreparable damage to the Company, and that money damages would be an inadequate remedy therefore, and, accordingly, acknowledges and agrees that the Company shall be entitled to specific performance to remedy the breach of such obligations (in addition to the other rights and remedies provided for herein).

          (e) The face of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

          (f) The reverse of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN (THE “PLAN”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN NASHVILLE, TENNESSEE. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.

          5. Effect of Lapse of Restrictions . To the extent that the Restriction Period applicable to any Restricted Stock shall have lapsed, the Participant may receive, hold, sell or otherwise dispose of such Stock free and clear of the restrictions imposed under the Plan and this Agreement.

          6. No Right to Continued Service . This Agreement shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Subsidiary.

          7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Article XI of the Plan) affecting the Company or any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principals in accordance with the Plan.

          8. Amendment to Award . Subject to the restrictions contained in Article X of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Participant or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Participant, holder or beneficiary affected.

          9. Withholding of Taxes . If the Participant makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Participant (“Withholding Taxes”). Failure by the Participant to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Stock granted hereunder will be immediately cancelled. If the Participant does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restriction Period with respect to any portion of Restricted Stock (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Participant and issue vested shares to the Participant without restriction.

          10. Plan Governs . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

          11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

          12. Notices . All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

          13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

          14. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Participant’s legal representatives. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

          15. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Participant and the Company for all purposes.

     IN WITNESS WHEREOF, the parties have caused this Option Cancellation and Restricted Stock Award Agreement to be duly executed effective as of the day and year first above written.

		FIRST ACCEPTANCE CORPORATION:
		By:		/s/ Edward L. Pierce
		Name:		Edward L. Pierce
		Its:		President
		PARTICIPANT:
		/s/ Stephen J. Harrison
		Name: Stephen J. Harrison
		Address:

Exhibit 99.5

OPTION CANCELLATION AND

RESTRICTED STOCK AWARD AGREEMENT

     THIS OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2009 (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and Edward L. Pierce (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”).

     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

     WHEREAS, Participant holds an outstanding option to purchase 250,000 shares of Common Stock of the Company previously granted by the Company to Participant (the “Outstanding Option”);

     WHEREAS, the Company’s stockholders approved a one-time value-for-value option exchange on November 17, 2009, whereby the Participant may surrender for cancellation the Outstanding Option in exchange for a lesser number of shares of restricted stock with an aggregate value not to exceed $150,000;

     WHEREAS, the Participant desires to surrender, and the Company cancel, the Outstanding Option, and in exchange for such surrendered and cancelled Outstanding Option, and pursuant to the Plan, the Committee desires to grant an award of restricted stock to the Participant as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Cancellation of Outstanding Option, Grant of Restricted Stock .

          (a) The Participant hereby surrenders the Outstanding Option to the Company, agrees that the Outstanding Option shall be cancelled, and agrees that the Nonqualified Stock Option Agreement, dated September 13, 2006, between Participant and the Company shall be cancelled and of no further force or effect.

          (b) The Company hereby grants to the Participant, in exchange for the cancellation of the Outstanding Option, an award (the “Award”) of 65,837 shares of

Common Stock of the Company (the “Stock” or the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

          (c) The Participant’s rights with respect to the Stock subject to the Award shall remain forfeitable at all times prior to the date on which the restrictions as to such Stock shall lapse in accordance with Section 3 hereof.

          2. Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restriction Period” for the Restricted Stock granted herein shall expire in four equal, annual installments beginning on the first anniversary of Date of Grant (as may be adjusted in accordance with Section 7 hereof).

          (b) The Participant shall have all rights of a stockholder with respect to the Restricted Stock, including the right to receive dividends and the right to vote such Stock, subject to the following restrictions:

          (i) the Participant shall not be entitled to delivery of the stock certificate for any Stock until the expiration of the Restriction Period as to such Stock;

          (ii) none of the Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restriction Period as to such Stock; and

          (iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, all shares of Restricted Stock as to which the Restriction Period has not expired or been terminated shall be forfeited, and all rights of the Participant to such Stock shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company or a Subsidiary until the expiration or termination of the Restriction Period as to such Stock.

          Any Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Stock shall be subject to the same restrictions, terms and conditions as such Restricted Stock.

          (c) Notwithstanding the foregoing, the Restriction Period shall automatically terminate as to all Restricted Stock awarded hereunder (as to which such Restriction Period has not previously terminated) upon the occurrence of the following events:

          (i) termination of the Participant’s employment with the Company or a Subsidiary that results from the Participant’s death, Retirement (as defined in the Plan) or Total and Permanent Disability (as defined in the Plan);

          (ii) the termination of the Participant’s employment with the Company or a Subsidiary by the Participant for Good Reason (as defined in the Employment Agreement in effect as of the date hereof between Participant and the Company (the “Employment Agreement”)) or by the Company without Cause (as defined in the Employment Agreement); or

          (iii) the occurrence of a Change in Control (as defined in the Plan).

          3. Termination of Restrictions . At the end of the Restriction Period as to any portion of the Restricted Stock, or at such earlier time as may be determined by the Committee, all restrictions set forth in this Agreement or in the Plan relating to such portion of the Restricted Stock shall lapse as to such portion of the Restricted Stock, and a stock certificate for the appropriate number of shares of such Stock, free of the restrictions and restrictive stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.

          4. Delivery of Stock .

          (a) As of the date hereof, certificates representing the Restricted Stock shall be registered in the name of the Participant and held by the Company or transferred to a custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Participant or Participant’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Company as set forth in Sections 2(b) and 4(d) hereof.

          (b) Certificates representing Restricted Stock in respect of which the Restriction Period has lapsed pursuant to this Agreement shall be delivered to the Participant as soon as practicable following the date on which the restrictions on such Restricted Stock lapse.

          (c) Certificates representing Restricted Stock in respect of which the Restriction Period lapsed upon the Participant’s death shall be delivered to the executors or administrators of the Participant’s estate as soon as practicable following the receipt of proof of the Participant’s death satisfactory to the Company.

          (d) By accepting the grant of Restricted Stock under this Agreement, Participant shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited to the Company and agrees to execute any documents requested by the Company in

connection with such forfeiture and transfer. Participant hereby acknowledges that any breach by him of his obligations under this Section 4(d) would cause substantial and irreparable damage to the Company, and that money damages would be an inadequate remedy therefore, and, accordingly, acknowledges and agrees that the Company shall be entitled to specific performance to remedy the breach of such obligations (in addition to the other rights and remedies provided for herein).

          (e) The face of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

          (f) The reverse of each certificate representing Restricted Stock shall bear a legend in substantially the following form:

THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN (THE “PLAN”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN NASHVILLE, TENNESSEE. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.

          5. Effect of Lapse of Restrictions . To the extent that the Restriction Period applicable to any Restricted Stock shall have lapsed, the Participant may receive, hold, sell or otherwise dispose of such Stock free and clear of the restrictions imposed under the Plan and this Agreement.

          6. No Right to Continued Service . This Agreement shall not be construed as giving the Participant the right to be retained as an employee of the Company or any Subsidiary.

          7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Article XI of the Plan) affecting the Company or any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principals in accordance with the Plan.

          8. Amendment to Award . Subject to the restrictions contained in Article X of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Participant or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Participant, holder or beneficiary affected.

          9. Withholding of Taxes . If the Participant makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Participant (“Withholding Taxes”). Failure by the Participant to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Stock granted hereunder will be immediately cancelled. If the Participant does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restriction Period with respect to any portion of Restricted Stock (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Participant and issue vested shares to the Participant without restriction.

          10. Plan Governs . The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

          11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

          12. Notices . All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

          13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

          14. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Participant’s legal representatives. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

          15. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Participant and the Company for all purposes.

     IN WITNESS WHEREOF, the parties have caused this Option Cancellation and Restricted Stock Award Agreement to be duly executed effective as of the day and year first above written.

		FIRST ACCEPTANCE CORPORATION:
		By:		/s/ Stephen J. Harrison
		Name:		Stephen J. Harrison
		Its:		Chief Executive Officer
		PARTICIPANT:
		/s/ Edward L. Pierce
		Name: Edward L. Pierce
		Address: