exv10w34





 EXHIBIT 10.34

FIRST AMENDMENT

TO THE

CASH AMERICA INTERNATIONAL, INC.

SENIOR EXECUTIVE BONUS PLAN




     THIS AMENDMENT to the Cash America International, Inc. Senior Executive Bonus Plan (the
“Plan”) is made on this 28th day of January, 2009, by Cash America International, Inc.
(the “Company”).



WITNESSETH:




     WHEREAS, the Company maintains the Plan to provide key executives with incentive awards based
on the achievement of goals relating to performance of the Company and its individual business
units, in order to increase shareholder value and the success of the Company by motivating key
executives to perform to the best of their abilities and to achieve the Company’s objectives; and



     WHEREAS, Section 7.1 of the Plan permits the Board of Directors of the Company to amend the
Plan at any time, subject to shareholder approval of any amendment as required under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, no awards have been granted under the Plan at this time; and



     WHEREAS, the Plan is intended to provide for awards that are exempt from Code Section 409A as
short-term deferrals, but the Company desires to amend the Plan to clarify certain terms to ensure
compliance with the requirements of Code Section 409A; and



     WHEREAS, this Amendment is to be construed in accordance with the terms of Code Section 409A;



     NOW, THEREFORE, the Plan is hereby amended as follows, effective on the date first written
above:




	1.	 	Section 4.2 is amended to read as follows:
	 
	 	 	 4.2 Timing of Payment. Payment of each Actual Award shall be made between January 2 and
March 15, inclusive, following the end of the Plan Year to which the award applies.
	 
	2.	 	Section 4.3 is amended to read as follows:
	 
	 	 	 4.3 Form of Payment. Each Actual Award shall be paid in a single lump sum, and shall
normally be paid in cash (or its equivalent).




 









 






	3.	 	Section 4.4 is amended by adding the following sentences to the end thereof:
	 
	 	 	The establishment, terms and operations of any such program shall be executed in a manner
that complies with Code Section 409A. For any Actual Awards that provide nonqualified
deferred compensation subject to Code Section 409A(a)(2), payment of the Award to a
“specified employee,” as defined in Code Section 409A, upon separation from service, to the
extent required under Code Section 409A, shall not be made before six months after the date
on which the separation from service occurs. The Plan generally is intended to provide
awards that qualify as short-term deferrals exempt from Code Section 409A. To the extent
that any Actual Awards are deferred hereunder, this Plan is intended to comply with Code
Section 409A, and shall be interpreted accordingly.
	 
	4.	 	Section 6.1 is amended to read as follows:
	 
	 	 	 6.1 Nonassignability. A Participant shall have no right to encumber, assign or transfer any
interest under this Plan.





     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this
Amendment on the date first written above.



	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL INC.

 	 
	 	By:  	/s/ Daniel R. Feehan
 	 
	 	 	Daniel R. Feehan, Chief Executive Officer