RESTATED NOMINATING AND CORPORATE GOVERNANCE

Committee Charter

Purpose:

The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of First Acceptance Corporation (the "Company") is responsible for (1) identifying individuals qualified to become members of the Board, consistent with the criteria approved by the Committee, (2) considering nominations made by shareholders in accordance with the Company's bylaws, (3) selecting, or recommending to the Board, the director nominees for the next shareholders meeting, (4) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing the Companys compliance with those principles, and (5) overseeing the evaluations of the Board, its committees and management.

Committee Membership:

The Committee shall be comprised of at least three directors, each of whom shall be independent from management as that term is defined by the listing standards of the New York Stock Exchange (the "Exchange") and meet the applicable rules of the Securities and Exchange Commission, as determined by the Board in its business judgment. The members of the Committee and its chairperson shall be appointed by the Board.

Meetings:

The Committee shall meet at least [four] times per year. The chairperson may call additional meetings as circumstances arise. A majority of the total number of members shall constitute a quorum to conduct business with the full authority of the Committee.

Committee Authority and Responsibility:

The Committee acts with the authority of the Board to fulfill the responsibilities set out above. All employees are directed to cooperate as requested by the Committee.

In addition to the matters set forth herein, the Committee will perform such other functions as required by law, the listing requirements of the Exchange, the Companys Restated Certificate of Incorporation or Bylaws, and Board resolutions.

The Committee is responsible to the Board for the following activities:

Establishing the criteria for selecting new members of the Board, which criteria shall include, among other factors that the Committee may deem appropriate, the persons experience as a director, current and past employment, and knowledge of the Companys business and industry.

Retaining and terminating search firms for the purpose of identifying director candidates.

Approving such search firms fees and the terms of their engagement.

Actively seeking persons qualified to be members of the Board and nominating them to the Board.

Interviewing prospective candidates, and selecting, or recommending to the Board, the director nominees for the next shareholder meeting and nominees for any vacancies arising between shareholder meetings (subject to any contractual or other rights granted by the Company to third parties to nominate directors).

Recommending to the Board whether to increase the number of directors, or, in the event of the death, disability, resignation, refusal to stand for re-election or removal of a director, whether to decrease the number of directors.

Adopting and subsequently reviewing at least annually the Corporate Governance Guidelines of the Company and recommending appropriate changes to the Board.

Overseeing the Companys adherence to the Corporate Governance Guidelines.

Making recommendations to the Board in response to corporate governance issues that may arise.

Reviewing the composition of the Board and all committees at least annually to ensure that the Board and all committees comply with all applicable laws, regulations, and the Exchange listing requirements.

Recommending to the Board the directors to be appointed to each committee of the Board.

Reviewing the skills, characteristics, independence and qualifications of the members of the Board and all committees at least annually.

Reviewing the appropriateness of continued Board membership of a member who experiences a change in employment, board membership of another company, or other relevant matter.

Establishing procedures for the performance evaluation of the Board and all committees and, at least annually, receiving comments from all members of the Board and report to the Board with an assessment of the performance of the Board and all committees.

Overseeing the annual evaluation of the Companys management.

Subcommittees:

The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of one or more of the members of the Committee. The Committee may delegate such authority to a subcommittee as the Committee deems appropriate.

Reporting:

The Committee shall maintain written minutes of all meetings and consent actions, which shall be recorded or filed with the books and records of the Company and made available to the Board. The Committee will make regular reports to the Board with respect to its activities. Reports of significant matters presented at meetings of the Committee will be given by the chairperson of the Committee to the Board, as required by law, regulations, or applicable stock exchange listing requirements.

Assistance from Others:

The Committee may engage external advisors and compensation consultants, to the extent determined appropriate by the Committee, to facilitate the performance of the functions of the Committee. All external advisors engaged by the Committee shall report directly to the members of the Committee. Specifically, the Committee shall have the sole authority to retain and terminate any consultant to be used to assist in the search and evaluation of potential directors and members of Board committees and shall have the sole authority to approve the consultants fees and other retention terms. The Committee has the same authority to retain other experts to advise or assist it, including independent counsel or others. The Committee may also request reports from the Chief Executive Officer, the Chief Financial Officer, the Vice President of Human Resources or any other officer of the Company.

Performance Evaluation:

2487520.3

Each year, the Committee shall review and assess the adequacy and appropriateness of this charter and the Committees own performance. The results of such evaluation and any proposed changes shall be presented to the full Board.