exv10w30



 



EXHIBIT 10.30


AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT



          THIS AGREEMENT, dated as of January 21, 2004, is made and entered into by
and between CASH AMERICA INTERNATIONAL, INC., a Texas corporation, having an
office at 1600 W. Seventh Street, Fort Worth, Texas 76102 and DANIEL R.
FEEHAN, an executive employee of Employer (hereinafter referred to as
“Executive”).



          WHEREAS, Executive is employed by Cash America Management L.P. (together
with its parent corporation Cash America International, Inc., hereinafter
referred to collectively as “Employer”) in an executive capacity;



          WHEREAS, Employer and Executive entered into that certain Amended and
Restated Executive Employment Agreement dated as of April 29, 2001 (the
“Original Agreement”); and



          WHEREAS, the parties desire to amend and restate the Original Agreement so
as to provide for the terms and conditions set forth in this Agreement, and
Executive has agreed to continue as an employee of Employer pursuant to the
terms of this Agreement; and



          WHEREAS, Employer desires that the Executive continue as an employee of
Employer to provide the necessary leadership and senior management skills that
are important to the success of Employer. Employer believes that retaining the
Executive’s services as an employee of Employer and the benefits of his
business experience are of material importance to Employer and Employer’s
shareholders.



          NOW, THEREFORE, in consideration of Executive’s continued employment by
Employer and the mutual promises and covenants contained herein, the receipt
and sufficiency of which consideration is hereby acknowledged, Employer and
Executive intend by this Agreement to specify the terms and conditions of
Executive’s employment relationship with Employer and the post- employment
obligations of Executive.



1.     General Duties of Employer and Employee:


     1.1. Employer agrees to employ Executive and Executive agrees to accept
employment by Employer and to serve Employer in an executive capacity upon the
terms and conditions set forth herein. The duties and responsibilities of
Executive shall include those described for the particular position held by
Executive while employed hereunder in the By-laws of Employer or other
documents of Employer, and shall also include such other or additional duties
as may from time-to-time be assigned to Executive by the Board of Directors of
Employer or any duly authorized committee thereof or an authorized officer of
Employer. The executive capacity that Executive shall hold during the term
hereof shall be that position as determined by the Board of Directors, or any
duly authorized committee thereof, from time to time in its sole discretion.
While employed hereunder, the initial position that Executive shall hold (until
such time as such position may be changed as aforesaid) shall be the position
of President and Chief Executive Officer. While employed hereunder, Employer
agrees that Executive will be nominated for election to the Board of Directors
annually.


 






 


     1.2. While employed hereunder, Executive shall obey the lawful directions
of the Board of Directors of Employer, or any duly authorized committee
thereof, or authorized officers of Employer and shall use his best efforts to
promote the interests of Employer and to maintain and to promote the reputation
thereof. While employed hereunder, Executive shall devote his time, efforts,
skills and attention to the affairs of Employer in order that he shall
faithfully perform his duties and obligations hereunder and such as may be
assigned to or vested in him by the Board of Directors of Employer, or any duly
authorized committee thereof, or any duly authorized officer of Employer. The
parties agree that during the term of this Agreement, Executive shall be based
in Fort Worth, Texas and may only be reassigned to another location that is
mutually acceptable to Employer and Executive.


     1.3. During the term of this Agreement, Executive may from time to time
engage in any businesses or activities that do not compete directly and
materially with Employer and any of its subsidiaries, provided that such
businesses or activities do not materially interfere with his performance of
the duties assigned to him in compliance with this Agreement by the Board of
Directors of Employer or any duly authorized committee thereof or an authorized
officer of Employer. In any event, Executive is permitted to (i) invest his
personal assets as a passive investor in such form or manner as will not
contravene the best interests of Employer, (ii) participate in various
charitable efforts and (iii) serve on the Boards of other public or private
companies.


2.     Compensation and Benefits:


     2.1. As Compensation for services to Employer, Employer shall pay to
Executive during the term of this Agreement a salary at an annual rate to be
fixed from time-to-time by the Board of Directors of Employer or any duly
authorized committee thereof, which annual rate shall in no event be less than
$433,000 per annum while Executive is employed hereunder. The salary shall be
payable in equal bi-weekly installments, subject only to such payroll and
withholding deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee benefit
plans. The Board of Directors or any authorized committee or officer of
Employer shall review Executive’s overall annual Compensation at least
annually, with a view to ascertaining the adequacy thereof and such
Compensation may be increased by the Board of Directors from time to time by an
amount that in the opinion of the Board of Directors is justified by
Executive’s performance.


     2.2. Upon Executive’s furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties
hereunder (including, without limitation, travel and entertainment expenses)
and containing sufficient information to establish the amount, date, place and
essential character of the expenditure, Executive shall be reimbursed for such
costs and expenses in accordance with Employer’s normal expense reimbursement
policy. Executive shall be entitled to participate in all insurance, stock
option and other stock programs and compensation plans and such other benefits
plans or programs as may be from time-to-time specifically adopted and approved
by Employer for Executive.


     2.3. As long as this Agreement is in effect, Employer shall maintain
hospitalization and medical insurance coverage on Executive as may from time to
time be specifically approved and adopted by Employer for its executive
officers generally. In addition, Employer agrees to provide and maintain life
insurance coverage on the life of Executive with a death benefit of $1,500,000
thereunder payable to such beneficiaries as Executive may designate, and
Employer agrees to pay all premiums on such policy. Coverage shall continue
throughout the employment term hereof. Such coverage may consist of term,
group term, whole life, or any other form of coverage and with such insurers as
Employer may select.


     2.4. While Executive is employed hereunder, Employer agrees to provide an
allowance to Executive of $57,000 per annum for costs and expenses incurred by
Executive relating to professional legal and/or


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accounting services rendered personally to Executive and for financial
planning, which amount shall be paid to Executive on December 1 of each year
(or such earlier time that Executive and Employer may otherwise agree).


     2.5. Executive shall be eligible to receive cash bonuses or other
incentive compensation as may be determined by the Board of Directors of
Employer from time to time. As long as this Agreement is in effect, Employer
shall maintain an Executive Compensation Program, and Executive shall be
eligible to participate therein, all in accordance with Employer’s regular
practices with its senior officers.


     2.6. In order to promote the interests of Employer, Executive shall be
entitled to reimbursement from Employer for, or an allowance in respect of, the
initiation fees and all annual dues incurred by him in connection with his
membership in such luncheon clubs as may be agreed upon by Employer.


     2.7. Executive shall have the right to participate in any additional
compensation, benefit, life insurance, hospitalization, medical services or
other plan or arrangement of Employer now or hereafter existing for the benefit
of executives of Employer.


     2.8. Executive shall be entitled to such vacation (in no event less than
four weeks per year), holiday, and (subject to the provisions of Section 6.3
hereof) other paid or unpaid leave of absence as consistent with Employer’s
normal policies or as otherwise approved by the Board of Directors.


3.     Preservation of Business: Fiduciary Responsibility:


     Executive shall use his best efforts to preserve the business and
organization of Employer, to keep available to Employer the services of present
employees and to preserve the business relations of Employer with suppliers,
distributors, customers and others. The Executive shall not commit any act, or
in any way assist others to commit any act, that would injure Employer. So long
as the Executive is employed by Employer, Executive shall observe and fulfill
proper standards of fiduciary responsibility attendant upon his service and
office.


4.     Executive’s Obligation to Refrain From Using or Disclosing Information:


     4.1. As part of Executive’s fiduciary duties to Employer, Executive
agrees, both during the term of this Agreement and thereafter, to protect,
preserve the confidentiality of and safeguard Employer’s secret or confidential
information, knowledge, ideas, concepts, improvements, discoveries and
inventions, and, except as may be expressly required by Employer or by court
order or other legal process, Executive shall not, either during his employment
by Employer or thereafter, directly or indirectly, use for his own benefit or
for the benefit of another, or disclose to another, any of such information,
ideas, concepts, improvements, discoveries or inventions.


     4.2. Upon termination of his employment with Employer, or at any other
time upon request, Executive shall immediately deliver to Employer all
documents embodying any of Employer’s secret or confidential information,
ideas, concepts, improvements, discoveries and inventions.


5.     Initial Term: Extensions of the Term:


     5.1. The initial term of this Agreement shall commence on the effective
date hereof and shall end on April 30, 2006.


     5.2. The Executive Compensation Committee of Employer’s Board of
Directors may extend the term of this Agreement for additional successive
one-year renewal terms commencing May 1, 2006 by notifying


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Executive in writing, at least sixty (60) days prior to the expiration of the
then current term, of its intention to extend this Agreement.


6.     Termination other than by Expiration of the Term:


     Employer or Executive may terminate Executive’s employment under this
Agreement at any time, but only on the following terms:


     6.1. Executive may terminate his employment under this Agreement at any
time upon at least sixty (60) days’ prior written notice to Employer.


     6.2. Employer may terminate Executive’s employment under this Agreement
at any time, without prior notice, for “due cause” upon the good faith
determination by the Board of Directors of Employer that “due cause” exists for
the termination of the employment relationship. As used herein, the term “due
cause” shall mean any of the following events:



		
	 	     (i) any intentional and material misapplication by Executive of
Employer’s funds, or any other material act of dishonesty committed by
Executive; or




		
	 	     (ii) Executive’s conviction of a felony involving moral turpitude; or




		
	 	     (iii) Executive’s unlawful use or possession of any controlled
substance or abuse of alcoholic beverages; or




		
	 	     (iv) Executive’s material breach, nonperformance or nonobservance of
any of the terms of this Agreement if such breach, nonperformance or
nonobservance shall continue beyond a period of thirty (30) days
immediately after notice thereof by Employer to Executive; or




		
	 	     (v) any other action by the Executive involving willful and material
malfeasance or gross negligence in the performance of Executive’s duties.



     6.3. In the event Executive is incapacitated by accident, sickness or
otherwise so as to render Executive mentally or physically incapable of
performing the services required under Section 1 of this Agreement for a period
of one hundred eighty (180) consecutive business days, and such incapacity is
confirmed by the written opinion of two (2) practicing medical doctors licensed
by and in good standing in the state in which they maintain offices for the
practice of medicine, upon the expiration of such period or at any time
reasonably thereafter, or in the event of Executive’s death, Employer may
terminate Executive’s employment under this Agreement upon giving Executive or
his legal representative written notice at least thirty (30) days prior to the
termination date. Executive agrees, after written notice by the Board of
Directors of Employer or a duly authorized committee or officer of Employer, to
submit to examinations by such practicing medical doctors selected by the Board
of Directors of Employer or a duly authorized committee or officer of Employer.


     6.4. Employer may terminate Executive’s employment under this Agreement
at any time for any reason whatsoever, even without “due cause,” by giving a
written notice of termination to Executive, in which case the employment
relationship shall terminate immediately upon the giving of such notice.


7.     Effect of Termination:


     7.1. In the event the employment relationship is terminated (a) by
Executive upon sixty (60) days’ written notice pursuant to Section 6.1 hereof,
(b) by Employer for “due cause” pursuant to Section 6.2


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hereof, or (c) by Executive breaching this Agreement by refusing to continue
his employment and failing to give the requisite sixty (60) days’ written
notice, all Compensation and benefits shall cease as of the date of
termination, other than: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Executive that are earned and vested by the date of termination, and (ii)
Executive’s pro rata annual salary plus all earned and vested bonuses through
the date of termination. Executive’s right to exercise stock options and
Executive’s rights in other stock plans, if any, shall remain governed by the
terms and conditions of the appropriate stock plan.


     7.2. If Executive’s employment relationship is terminated pursuant to
Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in
the event of Executive’s death, Executive’s legal representative) will be
entitled to those benefits that are provided by retirement and benefits plans
and programs specifically adopted and approved by Employer for Executive that
are earned and vested at the date of termination and, even though no longer
employed by Employer, shall continue to receive the salary Compensation
(payable in the manner as prescribed in the second sentence of Section 2.1) for
one (1) year following the date of termination. Executive (or, in the event of
Executive’s death, Executive’s legal representative) shall not, however, be
entitled to any bonuses not yet paid at the date of the termination of
employment. Executive’s right to exercise stock options and Executive’s rights
in other stock plans, if any, shall remain governed by the terms and conditions
of the appropriate stock plan.


     7.3. If Employer (i) allows the initial term or any renewal term of this
Agreement to expire without further extending this Agreement pursuant to
Section 5.2, (ii) terminates the employment of Executive other than pursuant to
Section 6.2 hereof for “due cause” or other than for a disability or death
pursuant to Section 6.3 hereof, (iii) demotes the Executive to a nonexecutive
position, or (iv) decreases the Executive’s salary below the level or reduces
the employee benefits and perquisites below the level provided for by the terms
of Section 2 hereof, other than as a result of any amendment or termination of
any employee and/or executive benefit plan or arrangement, which amendment or
termination is applicable to all executives of Employer, then such action by
Employer, unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive’s employment (a “Constructive
Termination”). In the event of a Constructive Termination, the Executive shall
be entitled to receive, in a lump sum within 30 days after the date of the
Constructive Termination, an amount equal to the remainder of Executive’s
current year’s salary. In such event, Executive shall also be entitled to
receive an amount equal to Executive’s salary, at the rate in effect
immediately prior to the event giving rise to the Constructive Termination, for
a period equal to the greater of three (3) years or the remainder of the
initial term under Section 5.1, with such amount payable in thirty-six (36)
equal monthly installments on the first day of each month beginning with the
month after the Constructive Termination; provided, however, that Employer’s
obligation to pay such monthly installments shall be expressly conditioned on
Executive’s continuing compliance with the non-competition requirements of
Section 9.1. For purposes of this Section 7.3, the term “salary” shall mean
the sum of (i) the annual rate of Compensation provided to Executive under
Section 2.1 hereof immediately prior to the event giving rise to the
Constructive Termination, plus (ii) the average annual cash bonuses or other
cash incentive Compensation paid to Executive by Employer under Section 2.5
hereof for the three years in the three year period immediately preceding the
year in which there shall occur a Constructive Termination. In the event of
such Constructive Termination, all other rights and benefits Executive may have
under the employee and/or executive benefit plans and arrangements of Employer
generally shall be determined in accordance with the terms and conditions of
such plans and arrangements.


8.     Change of Control:


     8.1. Notwithstanding anything to the contrary otherwise provided in this
Agreement, if a “change of control” (as defined below) of Employer occurs and
within twelve (12) months from the date of such “change of control”, Executive
voluntarily terminates the employment relationship under this Agreement by
giving sixty (60) days’ written notice to Employer under Section 6.1 hereof or
if Employer allows the initial


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term or any renewal term of this Agreement to expire within such twelve (12)
month period by not extending this Agreement pursuant to Section 5.2 or
terminates Employee’s employment relationship without “due cause” pursuant to
Section 6.4, then, even though Executive is no longer employed by Employer,
Employer shall pay to Executive and provide him with the following:



	 	(a)	 	A lump-sum amount equal to Executive’s unpaid salary, accrued
vacation pay, unreimbursed business expenses, and all other items
earned by and owed to Executive through and including the date of
employment termination.
	 
	 	(b)	 	A lump-sum amount equal to Executive’s annual target bonus
amount, established under the annual bonus plan in which Executive
is then participating, for the bonus plan year in which Executive’s
date of termination occurs, multiplied by a fraction the numerator
of which is the number of full completed months in the year from
January 1 through the date of termination, and the denominator of
which is twelve (12). This payment will be in lieu of any other
payment to be made to Executive under the annual bonus plan in which
Executive is then participating for the plan year.
	 
	 	(c)	 	A lump-sum amount equal to three (3) multiplied by the higher
of: (i) Executive’s annual rate of salary in effect upon the date
of termination, or (ii) Executive’s annual rate of salary in effect
on the date of the “change of control.”
	 
	 	(d)	 	A lump-sum amount equal to three (3) multiplied by the higher
of: (i) Executive’s annual target bonus established under the
annual bonus plan in which Executive is then participating for the
bonus plan year in which Executive’s date of termination occurs, or
(ii) the actual annual bonus payment made to Executive under the
annual bonus plan in which Executive participated in the year
preceding the year in which the date of termination occurs.
	 
	 	(e)	 	An immediate vesting and cash-out of any and all outstanding
cash-based long-term incentive awards held by Executive, as granted
to Executive by Employer as a component of Executive’s compensation.
The cash-out shall be in a lump-sum amount equal to the higher of
actual performance goal achievement or target award level
established for each award, multiplied by a fraction the numerator
of which is the full number of completed calendar months in the
pre-established performance period as of the date of termination,
and the denominator of which is the full number of months in the
entire performance period (i.e., typically thirty-six (36) months).
This payment will be in lieu of any other payment to be made to
Executive under these long-term performance-based award plans.
	 
	 	(f)	 	An immediate vesting and the lapse of all restrictions on any
and all outstanding stock option, restricted stock and restricted
stock unit awards held by Executive, as determined by the relevant
plan document or award agreement.
	 
	 	(g)	 	Equivalent payment for continued medical coverage for a
period of thirty-six (36) months. Such equivalent payment shall be
provided based on the same coverage level, including dependent
coverage, as in effect on the date of termination by: (i) providing
payment of Employer’s portion of the monthly COBRA premium (for the
eighteen (18) months COBRA period); and (ii) providing a lump-sum
payment equal to Employer’s portion of the first monthly COBRA
premium times eighteen (18). Dependent coverage shall continue for
the full thirty-six month period even if Executive dies during the
period. Employer shall also pay for Executive’s continued coverage
under Exec-U-Care under the same coverage level for the thirty-six
month period.



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	 	(h)	 	For a period of up to twenty-four (24) months following
termination, Executive shall be entitled, at the expense of
Employer, to receive standard executive placement services from a
reputable executive search/placement firm of Executive’s selection.
However, Employer’s total obligation shall not exceed fifty thousand
dollars ($50,000.00).



     A “change of control” shall be deemed to have occurred if (i) any “person”
(as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934), becomes the beneficial owner, directly or indirectly, of
securities of Employer representing 30% or more of the combined voting power of
Employer’s then outstanding securities, (ii) during any period of 24 months,
individuals who at the beginning of such period constitute the Board of
Directors of Employer cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by Employer’s stockholders
of each new director was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period, (iii) a person (as defined in clause (i) above) acquires (or, during
the 12-month period ending on the date of the most recent acquisition by such
person or group of persons, has acquired) gross assets of Employer that have an
aggregate fair market value greater than or equal to over 50% of the fair
market value of all of the gross assets of Employer immediately prior to such
acquisition or acquisitions, or (iv) any other transaction takes place that the
Board of Directors of Employer shall have designated as constituting a “change
of control.” As used in this Agreement, the term “salary” means, at any time,
the then regular annual rate of pay that Executive is receiving as annual
salary, excluding amounts: (y) received under short-term or long-term incentive
or other bonus plans, regardless of whether or not the amounts are deferred, or
(z) designated by Employer as payment toward reimbursement of expenses.


     8.2. Notwithstanding any other provision of this Agreement, if (a) there
is a change in the ownership or effective control of Employer or in the
ownership of a substantial portion of the assets of Employer [within the
meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”)],
and (b) the payments otherwise to be made pursuant to Section 8.1 and any other
payments or benefits otherwise to be paid to Executive in the nature of
Compensation to be received by or for the benefit of Employee and contingent
upon such event (the “Termination Payments”) would create an “excess parachute
payment” within the meaning of Section 280G of the Code, then Employer shall
provide to Executive, in cash, an additional payment in an amount sufficient to
cover the full cost of any excise tax and all of the Executive’s additional
state and federal income, excise, and employment taxes that arise on this
additional payment (cumulatively, the “Full Gross-Up Payment”), such that
Executive is in the same after-tax position as if he had not been subject to
the excise tax. For this purpose, Executive shall be deemed to be in the
highest marginal rate of federal and state taxes. This payment shall be made
as soon as possible following the date of termination, but in no event later
than ten (10) calendar days from such date. For purposes of this Agreement,
the term “excise tax” shall mean the tax imposed on such excess parachute
payment pursuant to Sections 280G and 4999 of the Code. In the event the
Internal Revenue Service subsequently adjusts the excise tax computation herein
described, Employer shall reimburse Executive for the full amount necessary to
make Executive whole on an after-tax basis (less any amounts received by
Executive that Executive would not have received had the computations initially
been computed as subsequently adjusted), including the value of any underpaid
excise tax, and any related interest and/or penalties due to the Internal
Revenue Service.


9.     Executive’s Non-Competition Obligation:


     9.1. Executive acknowledges and agrees that he serves in a special
capacity for Employer pursuant to which he has acquired unique knowledge of the
operations and business of Employer and, as such, is not engaged in a common
calling. During the existence of Executive’s employment by Employer hereunder
and, if the employment of Executive is terminated by Employer for any reason
pursuant to Section 6.2 or Executive voluntarily terminates his employment
pursuant to Section 6.1 (unless such voluntary termination


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occurs within twelve months after a “change of control,” as defined in Section
8.1), for a period of three (3) years from the date on which he shall cease to
be employed by Employer, Executive shall not, acting alone or in conjunction
with others, directly or indirectly, and whether as principal, agent, officer,
director, partner, employee, consultant, broker, dealer or otherwise, in any of
the Business Territories (as defined below), engage in any business in
competition with the business conducted by Employer or any subsidiary of
Employer, whether for his own account or otherwise, or solicit, canvass or
accept any business or transaction for or from any other company or business in
competition with such business of Employer in any of the Business Territories.
For purposes hereof, the term “Business Territories” means the geographical
regions within the geographic borders of each State in which Employer is doing
business during the term of this Agreement and (and, in the case of
post-employment non-competition obligations) at the date of the termination of
Executive’s employment with Employer and any State in which Employer had
reasonable prospects of engaging in business during the three-year
noncompetition period following termination of employment.


     9.2. It is the desire and intent of the parties that the provisions of
Section 9.1 shall be enforced to the fullest extent permissible under the laws
and public policies of the State of Texas. Accordingly, if any particular
portion of Section 9.1 shall be adjudicated to be invalid or unenforceable,
Section 9.1 shall be deemed amended to (i) reform the particular portion to
provide for such maximum restrictions as will be valid and enforceable, or if
that is not possible, then (ii) delete therefrom the portion thus adjudicated
to be invalid or unenforceable. The parties acknowledge and agree that if
Executive shall enter into any license or franchise agreement or comparable
arrangement with Employer or any subsidiary or affiliate of Employer for the
operation of a business also conducted by Employer or such subsidiary or
affiliate, Executive shall not be deemed to be “engage[d] in any business in
competition with the business conducted by Employer or any subsidiary of
Employer” for purposes of Section 9.1, provided Executive has first obtained
the approval of the Executive Compensation Committee of Employer’s Board of
Directors.


10.     Obligations to Refrain From Competing Unfairly:


     10.1. In addition to the other obligations agreed to by Executive in this
Agreement, Executive agrees that during his employment with Employer and
following the termination of his employment by Employer he shall not at any
time, directly or indirectly, (a) induce, entice, or solicit any employee of
Employer to leave his employment, or (b) contact, communicate or solicit any
customer of Employer derived from any customer list, customer lead, mail,
printed matter or other information secured from Employer or its present or
past employees, or (c) in any other manner use any customer lists or customer
leads, mail, telephone numbers, printed material or material of Employer
relating thereto. Notwithstanding the above, the parties acknowledge and agree
that if Executive shall enter into any license or franchise agreement or
comparable arrangement with Employer or any subsidiary or affiliate of Employer
for the operation of a business also conducted by Employer or such subsidiary
or affiliate, then Executive’s operation of such business in the ordinary
course shall not be deemed to be a violation of the restrictions in clauses (b)
and (c) of the preceding sentence, provided Executive has first obtained the
approval of the Executive Compensation Committee of Employer’s Board of
Directors.


11.     Miscellaneous:


     11.1. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested, as follows (provided that notice of
change of address shall be deemed given only when received):


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	If to Employer, to:
	 
	Cash America International, Inc.
	1600 West 7th Street
	Fort Worth, Texas 76102
	Attention: General Counsel
	 
	If to Executive, to:
	 
	Daniel R. Feehan
	3551 Dorothy Lane South
	Fort Worth, Texas 76107



or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this Section 11.1.


     11.2. This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and upon
Executive, his heirs, executors, administrators, representatives and assigns.
It is specifically agreed that upon the occurrence of any of the events
specified in Section 8.1, the provisions of this Employment Agreement shall be
binding upon and inure to the benefit of and be assumed by the surviving or
resulting corporation or the corporation to which such assets shall be
transferred. Executive agrees that his rights and obligations hereunder are
personal to him and may not be assigned without the express written consent of
Employer.


     11.3. This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Executive
and Employer with respect to the subject matter of this Agreement. Without
limiting the generality of the foregoing, this Agreement replaces and merges
all provisions of the 1989 Key Employee Stock Option Plan of Employer contained
in the second paragraph of Section 7(a), the last sentence of Section 7(d) and
Section 7(e) regarding the payment of amounts upon the termination of
Executive’s employment or upon the occurrence of a “change in control” of
Employer, and the comparable provisions of any Option Agreements issued
thereunder, it being intended that this Agreement shall govern in all respects
with respect to the subject matter thereof. This Agreement may not be modified
in any respect by any verbal statement, representation or agreement made by any
employee, officer, or representative of Employer or by any written agreement
unless signed by an officer of Employer who is expressly authorized by Employer
to execute such document.


     11.4. (a) If any provision of this Agreement or application thereof to
anyone or under any circumstances shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application.


               (b) Without intending to limit the remedies available to Employer, it is
mutually understood and agreed that Executive’s services are of a special,
unique, unusual, extraordinary and intellectual character giving them a
peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law, and, therefore, in the event of a
breach by Executive, Employer shall be entitled to equitable relief by way of
injunction or otherwise.



               (c) Executive acknowledges that Sections 4, 9 and 10 are expressly for
the benefit of Employer, that Employer would be irreparably injured by a
violation of Sections 4, 9 and/or 10 and that Employer would have no adequate
remedy at law in the event of such violation. Therefore, Executive
acknowledges and agrees that injunctive relief, specific performance or any
other appropriate equitable



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remedy (without any bond or other security being required) are appropriate
remedies to enforce compliance by Employer with Section 4, Section 9 and
Section 10.


     11.5. Executive acknowledges that, from time to time, Employer may
establish, maintain and distribute employee manuals or handbooks or personnel
policy manuals, and officers or other representatives of Employer may make
written or oral statements relating to personnel policies and procedures. Such
manuals, handbooks and statements are intended only for general guidance. No
policies, procedures or statements of any nature by or on behalf of Employer
(whether written or oral, and whether or not contained in any employee manual
or handbook or personnel policy manual), and no acts or practices of any
nature shall be construed to modify this Agreement or to create express or
implied obligations of any nature to Executive.


     11.6. The laws of the State of Texas will govern the interpretation,
validity and effect of this Agreement without regard to the place of execution
or the place for performance thereof, and Employer and Executive agree that
the state and federal courts situated in Tarrant County, Texas shall have
personal jurisdiction over Employer and Executive to hear all disputes arising
under this Agreement. This Agreement is to be at least partially performed in
Tarrant County, Texas, and, as such, Employer and Executive agree that venue
shall be proper with the state or federal courts in Tarrant County, Texas to
hear such disputes. In the event either Employer or Executive is not able to
effect service of process upon the other with respect to such disputes,
Employer and Executive expressly agree that the Secretary of State for the
State of Texas shall be an agent of Employer and/or the Executive to receive
service of process on behalf of Employer and/or the Executive with respect to
such disputes.


12.     Additional Instruments:


     Executive and Employer shall execute and deliver any and all additional
instruments and agreements that may be necessary or proper to carry out the
purposes of this Agreement.


     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first written above.



	 	 	 	 	 
	CASH AMERICA INTERNATIONAL, INC.	 	EXECUTIVE
	 	 	 	 	 
	By:	 	/s/ JACK R. DAUGHERTY
	 	/s/ DANIEL R. FEEHAN

	 	 	
Jack R. Daugherty, Chairman of the Board
	 	Daniel R. Feehan




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