1017907--8/31/2010--FIRST_ACCEPTANCE_CORP

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{tax, income, asset}

{regulation, change, law}

{acquisition, growth, future}

{loss, insurance, financial}

{provision, law, control}

{cost, operation, labor}

{personnel, key, retain}

{competitive, industry, competition}

{system, service, information}

{operation, natural, condition}

{financial, litigation, operation}

{debt, indebtedness, cash}

{loan, real, estate}

{cost, contract, operation}

{stock, price, operating}

Our investment portfolio may suffer reduced returns or other-than-temporary losses, which could reduce our profitability. Our business is highly competitive, which may make it difficult for us to market our core products effectively and profitably Our business may be adversely affected by negative developments in the states in which we operate Our ability to attract, develop, and retain talented employees, managers, and executives, and to maintain appropriate staffing levels, is critical to our success. We may have difficulties in managing any expansion into new markets We may not be successful in identifying acquisition candidates or integrating their operations, which could harm our financial results New pricing, claim and coverage issues and class action litigation are continually emerging in the automobile insurance industry, and these new issues could adversely impact our revenues, profitability, or our methods of doing business We may have difficulties successfully implementing our new pricing program. Our business may be adversely affected if we do not underwrite risks accurately and charge adequate rates to policyholders. Our results are dependent on our ability to adjust claims accurately. We may write-off intangible assets, such as goodwill. Our insurance company subsidiaries are subject to regulatory restrictions on paying dividends to us Our ability to use net operating loss carryforwards to reduce future tax payments may be limited by applicable law Our insurance company subsidiaries are subject to statutory capital and surplus requirements and other standards, and their failure to meet these requirements or standards could subject them to regulatory actions We rely on our information technology and communication systems, and the failure of these systems could materially adversely affect our business. Severe weather conditions and other catastrophes may result in an increase in the number and amount of claims filed against us A few of our stockholders have significant control over us, and their interests may differ from yours We and our subsidiaries are subject to comprehensive regulation and supervision that may restrict our ability to earn profits. Provisions in our certificate of incorporation and bylaws may prevent a takeover or a change in management that you may deem favorable.

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1017907--8/31/2010--FIRST_ACCEPTANCE_CORP_/DE/