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

On October 1, 2008, the Compensation Committee of the Board of Directors of First Acceptance Corporation (the "Company") authorized an award of 15,000 shares of restricted stock (the "Restricted Stock Awards") to each of Stephen J. Harrison, Chief Executive Officer of the Company, and Edward L. Pierce, President of the Company, pursuant to the First Acceptance Corporation 2002 Long Term Incentive Plan, as amended (the "Plan"). The Restricted Stock Awards will vest 100% on July 1, 2009. The Restricted Stock Awards are subject to the provisions of the Plan and such other terms and conditions as are contained in the form of Restricted Stock Award Agreement attached as Exhibit 99 to this report and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99 Form of Restricted Stock Award Agreement.

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