Item 1.01. Entry into a Material Definitive Agreement

On November 6, 2008, the Board of Directors of GAINSCO, INC. (the Company) approved awards of restricted stock to the non-employee directors of the Company pursuant to the Company's 2005 Long-Term Incentive Compensation Plan (the Plan). The awards provide that each of the six non-employee directors will receive 8,500 shares of restricted stock, with vesting to occur on the later of March 1, 2011 or the date on which the audit of the Company's financial statements for the year ended December 31, 2010 is completed. The awards will be subject to the terms of Restricted Stock Incentive Agreements in the form previously filed.

Item 9.01. Financial Statements and Exhibits

Exhibit
Number 10.5
Description of Exhibit
Form of Restricted Stock Incentive Agreement (incorporated by reference to Exhibit 4.2 to the registration statement on Form S-8 filed on November 14, 2005).

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