FIRST
      AMENDED AND RESTATED

    WORLD
      ACCEPTANCE CORPORATION

    BOARD
      OF DIRECTORS

    2005
      DEFERRED COMPENSATION PLAN

    (November,
      2007)

     

    PURPOSE

    


    The
      purpose of this 2005 Deferred Compensation Plan ("Plan") is to recognize the
      value to the Company of the services rendered by Eligible Directors covered
      by
      the Plan and to encourage and assure their continued service with the Company
      by
      making more adequate provisions for their future retirement security. This
      Plan
      is intended to comply with the requirements of Code Section 409A and the
      regulations and other guidance issued thereunder, as in effect from time to
      time. To the extent a provision of the Plan is contrary to or fails to address
      the requirements of Code Section 409A and related treasury regulations, the
      Plan
      shall be construed and administered as necessary to comply with such
      requirements to the extent allowed under applicable treasury regulations until
      the Plan is appropriately amended to comply with such requirements.

    


    The
      Company also maintains for the benefit of certain Eligible Directors the World
      Acceptance Corporation Board of Directors Deferred Compensation Plan authorized
      by its Board of Directors on October 20, 1999, ("Prior Plan"). In response
      to
      the enactment of Code Section 409A, the Prior Plan was frozen as of December
      31,
      2004 so that the benefits payable under the Prior Plan are limited to those
      benefits, including earnings accrued after December 31, 2004, that are not
      subject to Code Section 409A because they were earned and vested as of December
      31, 2004 (i.e., they are "grandfathered" within the meaning of Treasury
      Regulations Section 409A-6(a)(3)(ii) and (iv).

    


    Accordingly,
      one of the purposes of this Plan is to continue to provide benefits to
      Participants that would have been payable under the Prior Plan had the Prior
      Plan not been frozen, subject to such changes as are required because the
      "non-grandfathered" benefits payable under this Plan are subject to Code Section
      409A. The benefits provided under this Plan include all amounts deferred on
      and
      after January 1, 2005.

    


    This
      Plan
      shall be unfunded for tax purposes and for purposes of Title I of ERISA. This
      Plan is a top hat plan within the meaning of Section 201(2), 201(a)(3), and
      401(a)(1) of ERISA. As such, this Plan is subject to limited ERISA reporting
      and
      disclosure requirements, and is exempt from all other ERISA requirements.
      Distributions required or contemplated by this Plan or actions required to
      be
      taken under this Plan shall not be construed as creating a trust or any kind
      of
      a fiduciary relationship between the Company and any Participant, any
      Participant's designated Beneficiary, or any other person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

    TITLE
      AND EFFECTIVE DATE

    


    1.1 Title.
      This
      Plan shall be known as the World Acceptance Corporation Board of Directors
      2005
      Deferred Compensation Plan ("Plan").

    


    1.2 Effective
      Date.
      The
      effective date of this Plan is January 1, 2005.

     

    ARTICLE
      II

    DEFINITIONS

    


    2.1 Account.
      "Account" means those separate bookkeeping Accounts established and maintained
      by the Company under the Plan in the name of each Participant as required
      pursuant to the provisions of Article V.

    


    2.2 Beneficiary.
      "Beneficiary" means the person or persons designated by a Participant to receive
      any benefits hereunder in the event of the death of the Participant, or in
      the
      absence of such a designated Beneficiary, the Participant's estate.

    


    2.3 Board.
      "Board"
      means the Board of Directors of the Company.

    


    2.4 Change
      in Control.
      "Change
      in Control" means a "change in control event" as defined in Treasury Regulation
      Section 1.409A-3(i)(5). 

    


    2.5 Code.
      "Code"
      means the Internal Revenue Code of 1986, as amended from time to time, and
      the
      regulations promulgated thereunder.

    


    2.6 Committee.
      "Committee" means the Committee charged with managing and administrating the
      Plan and the individual Participant Enrollment and Election Forms in accordance
      with Articles VIII and IX hereof.

    


    2.7 Company.
      "Company" means World Acceptance Corporation, or any successor company as a
      result of merger, consolidation, liquidation, transfer of assets, or other
      reorganization.

    


    2.8 Compensation.
      "Compensation" means payment for services provided by an Eligible Director
      to
      the Company in the form of retainer fees, meeting fees, or other such fees,
      which would otherwise be paid in cash.

    


    2.9 Deferred
      Stock Unit.
      "Deferred Stock Unit" means a phantom stock unit having value at any time
      equivalent to the Fair Market Value Per Share of the Company's common stock,
      no
      par value.

    


    2.10 Dividend
      Date.
      "Dividend Date" means each date, if any, on which cash or other dividends are
      paid on the Company's common stock.


    
      
        
        

      

      
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    2.11
       Eligible
      Director.
      "Eligible Director" means a person not employed by the Company, but who is
      a
      member of the Board and receives Compensation.

    


    2.12
       Fair
      Market Value Per Share.
      "Fair
      Market Value Per Share" means on any date the average of the closing sales
      prices per share for the Company's common stock, no par value, over the
      preceding twenty (20) days on which common stocks are traded on the NASDAQ
      Stock
      Market.

    


    2.13
       Nonqualified
      Deferred Compensation.
      "Nonqualified Deferred Compensation" means Compensation that is due to be earned
      and which would otherwise be paid to a Participant, which the Participant elects
      to defer under the Plan, and which is credited to an Account on behalf of a
      Participant.

    


    2.14
       Participant.
      "Participant" means any Eligible Director who is or may become (or whose
      beneficiaries may become) eligible to receive a benefit under the Plan by
      executing a valid Participant Enrollment and Election Form.

    


    2.15
       Participant
      Enrollment and Election Form.
      "Participant Enrollment and Election Form" means the form on which an Eligible
      Director elects, prior to the period in which services are to be performed,
      to
      defer Compensation hereunder.

    


    2.16
       Plan.
      "Plan"
      means the World Acceptance Corporation Board of Directors 2005 Deferred
      Compensation Plan.

    


    2.17
       Plan
      Year.
      "Plan
      Year" means the calendar year.

     

    ARTICLE
      III

    ELIGIBILITY
      AND PARTICIPATION

    


    3.1 Eligibility
      Requirements.
      In
      order to be eligible for participation in the Plan, a Participant must be an
      Eligible Director. Participation in the Plan is voluntary. In order to
      participate, an otherwise Eligible Director must execute a valid Participant
      Enrollment and Election Form in such manner as the Committee may
      require.

     

    ARTICLE
      IV

    DEFERRAL
      OF COMPENSATION

    


    4.1 Nonqualified
      Deferral Elections.
      A
      Participant may elect to defer all or any part of his Compensation during any
      Plan Year by use of a Participant Enrollment and Election Form submitted to
      the
      Committee no later than the last day of the last month immediately preceding
      such Plan Year. Once made, a deferral election for any Plan Year shall be
      irrevocable for such Plan Year.


    
      
        
        

      

      
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    A
      Participant may change the amount of his deferred Compensation by delivering
      to
      the Committee prior to the beginning of any subsequent Plan Year a new
      Participant Enrollment and Election Form, with such change being first effective
      for Compensation to be earned in such subsequent Plan Year. Once made, an
      election shall continue until changed by a Participant on a new Participant
      Enrollment and Election Form delivered to the Committee.

    


    4.2 Failure
      to Elect.
      A
      Participant failing to return a completed Participant Enrollment and Election
      Form to the Committee on or before the specified due date for any Plan Year
      shall be deemed to have elected not to defer receipt of his Compensation with
      respect to such Plan Year.

     

    ARTICLE
      V

    PLAN
      ACCOUNTS

    


    5.1 Establishment
      of Accounts.
      There
      shall be established and maintained by the Company separate Accounts in the
      name
      of each Participant to which the Company shall credit the amount of Compensation
      deferred by the Participant under the Plan. For each Plan Year, the amount
      of
      Compensation credited to a Participant's Account shall equal the amount elected
      by the Participant on the Participant Enrollment and Election Form that is
      effective for that Plan Year. The Company shall credit the deferred amount
      of
      Compensation to the Participant's Account at the time the amount would otherwise
      have been paid.

     

    ARTICLE
      VI

    ALLOCATION
      OF FUNDS

    


    6.1 Account
      Earnings.
      Unless
      a Participant elects otherwise, each Account shall also be credited periodically
      with interest as set forth below.

    


    6.2
       Interest
      Credit.
      Interest will be calculated during each Plan Year on the outstanding balance
      of
      each Account at a per annum rate equal to the prime rate as announced by the
      Harris Trust and Savings Bank for the applicable Plan Year. Interest will be
      credited to each Account on the last day of each Plan Year.

    


    6.3
       Deferred
      Stock Credit.
      If a
      Participant elects otherwise, such Participant may allocate all or a portion
      of
      his Compensation into Deferred Stock Units, and the Company will credit his
      Account with that number of Deferred Stock Units equal to the deferred
      Compensation (or portion thereof) of such Participant, divided by the Fair
      Market Value Per Share on the date such Compensation would have otherwise been
      paid. The value of any Deferred Stock Units in a Participant's Account will
      fluctuate based on changes from time to time in the Fair Market Value Per
      Share.

    


    If
      at any
      time any Deferred Stock Units are maintained in a Participant's Account, there
      shall be credited to such Account additional Deferred Stock Units on each
      Dividend Date. The number of such additional Deferred Stock Units shall be
      determined by (i) multiplying
      the total number of Deferred Stock Units (including fractional Deferred Stock
      Units) in the Account immediately prior to the Dividend Date by the amount
      of
      the dividend per share to be payable on such Dividend Date and (ii) dividing
      the
      product by the Fair Market Value Per Share on the Dividend Date. In the case
      of
      dividends payable on the Company's common stock other than in cash, the amount
      of the dividend per share shall be based on the fair market value of the
      property at the time of distribution of the dividend, as determined by the
      Committee.

     

    
      
        
        

      

      
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    In
      the
      event of any change in the outstanding shares of common stock of the Company
      upon which the stock equivalency hereunder is based, by reason of a merger,
      consolidation, reorganization, recapitalization, stock dividend, stock split,
      combination or exchange of shares, or any other change in corporate structure,
      or in the event any dividend is paid in common shares of Company stock or other
      property, the number of Deferred Stock Units credited to an Account shall be
      equitably adjusted in such manner as the Committee shall determine to be fair
      under the circumstances.

     

    ARTICLE
      VII

    PAYMENT
      OF BENEFITS

    


    7.1 Payment
      of Benefits.
      All
      benefits payable under this Plan will be payable in cash. Except as otherwise
      provided herein, the benefits payable under this Plan on account of a
      Participant's termination of Board membership for any reason shall be paid
      to
      the Participant, or in the event of death, to the Participant's Beneficiary,
      in
      a cash lump sum no later than 60 days after termination of Board membership.
      To
      the extent that any Deferred Stock Units are in a Participant's Account at
      a
      time when benefits would otherwise be payable under this Plan, the cash benefit
      represented by such Deferred Stock Units shall be equal to the number of
      Deferred Stock Units in such Account multiplied by the Fair Market Value Per
      Share on the date of termination of Board membership or such other event
      requiring payment of benefits (including without limitation the occurrence
      of a
      Change in Control). The Participant may elect to change the time of payment,
      or
      to change the form of payments from a lump sum to payments in equal annual
      installments over a five- year period, together with interest on unpaid amounts
      at the rate set forth in Section 6.2, by filing a Participant Enrollment and
      Election Form with the Committee at least twelve (12) months prior to
      termination of Board service, provided,
      that
      the initial payment with respect to such election must be deferred for a period
      of at least five (5) years from the date such payment would otherwise have
      been
      made.

    


    7.2 Beneficiary
      Designation.
      Each
      Participant may, from time to time, by signing a form approved by the Committee,
      designate any legal or natural person or persons (who may be designated
      contingently or successively) to whom payments are to be made if the Participant
      dies before receiving payment of all amounts due hereunder. A Beneficiary
      designation form will be effective only after the signed form is filed with
      the
      Committee while the Participant is alive and will cancel all beneficiary
      designation forms signed and filed earlier. If the Participant fails to
      designate a Beneficiary as provided above, or if all designated Beneficiaries
      of
      the Participant die before the Participant or before complete payment
      of all amounts due hereunder, the Company shall pay the unpaid amounts to the
      legal representative of the estate of the last to die of the Participant and
      the
      Participant's designated Beneficiary.

     

    
      
        
        

      

      
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    7.3 Change
      in Control.
      In the
      event of a Change in Control, all benefits payable under this Plan shall be
      paid
      to the Participant as provided in Section 7.1 above within 60 days after the
      occurrence of such Change in Control.

     

    ARTICLE
      VIII

    COMMITTEE

    


    8.1 Membership
      of the Committee.
      The
      Committee shall consist of at least three people designated and appointed from
      time to time by the Board. Any member of the Committee may resign by notice
      in
      writing and filed with the Secretary of the Committee. Vacancies shall be filled
      promptly by the Board.

    


    8.2 Duties
      of the Committee.
      The
      Company is the named fiduciary of the Plan. The Committee, acting on behalf
      of
      the Company, shall adopt, administer, construe, and interpret this Plan and
      shall determine the amount, if any, due a Participant (or his Beneficiary)
      under
      this Plan. No member of the Committee shall be liable for any act done or
      determination made in good faith. In carrying out its duties herein, the
      Committee shall have discretionary authority to exercise all powers and to
      make
      all determinations, consistent with the terms of the Plan, in all matters
      entrusted to it, and its determinations shall be given deference and shall
      be
      final and binding on all interested parties.

     

    ARTICLE
      IX

    ADMINISTRATION

    


    9.1 Administrative
      Authority.
      Except
      as otherwise specifically provided herein, the Committee shall have the sole
      responsibility for and the sole control of the operation and administration
      of
      the Plan, and shall have the power and authority to take all actions and to
      make
      all decisions and interpretations which may be necessary or appropriate in
      order
      to administer and operate the Plan, including, without limiting the generality
      of the foregoing, the power, duty, and responsibility to:

    


    (a) Resolve
      and determine all disputes or questions arising under the Plan, including the
      power to determine the rights of Participants and Beneficiaries, and their
      respective benefits, and to remedy any ambiguities, inconsistencies, or
      omissions in the Plan.

    


    (b) Adopt
      such rules of procedure and regulations as in its opinion may be necessary
      for
      the proper and efficient administration of the Plan and as are consistent with
      the Plan.


    
      
        
        

      

      
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    (c) Implement
      the Plan in accordance with its terms and the rules and regulations adopted
      as
      above.

    


    (d) Make
      determinations concerning the crediting and distribution of Plan
      Accounts.

    


    (e) Appoint
      any persons or firms, or otherwise act to secure specialized advice or
      assistance, as it deems necessary or desirable in connection with the
      administration and operation of the Plan, and the Committee shall be entitled
      to
      rely conclusively upon, and shall be fully protected in any action or omission
      taken by it in good faith reliance upon the advice or opinion of such firms
      or
      persons. The Committee shall have the power and authority to delegate from
      time
      to time by written instrument all or any part of its duties, powers, or
      responsibilities under the Plan, both ministerial and discretionary, as it
      deems
      appropriate, to any person or committee, and in the same manner to revoke any
      such delegation of duties, powers, or responsibilities. Any action of such
      person or committee in the exercise of such delegated duties, powers, or
      responsibilities shall have the same force and effect for all purposes hereunder
      as if such action had been taken by the Committee. Further, the Committee may
      authorize one or more persons to execute any certificate or document on behalf
      of the Committee, in which event any person notified by the Committee of such
      authorization shall be entitled to accept and conclusively rely upon any such
      certificate or document executed by such person as representing action by the
      Committee until such third person shall have been notified of the revocation
      of
      such authority.

    


    9.2 Uniformity
      of Discretionary Acts.
      Whenever in the administration or operation of the Plan discretionary actions
      by
      the Committee are required or permitted, such actions shall be consistently
      and
      uniformly applied to all persons similarly situated, and no such action shall
      be
      taken that will discriminate in favor of any particular person or group of
      persons.

    


    9.3 Litigation.
      Except
      as may be otherwise required by law, in any action or judicial proceeding
      affecting the Plan, no Beneficiary shall be entitled to any notice or service
      of
      process, and any final judgment entered in such action shall be binding on
      all
      persons interested in, or claiming under, the Plan. 

    


    9.4 Payment
      of Administration Expenses.
      All
      reasonable expenses incurred in the administration and operation of the Plan,
      including any taxes payable by the Company in respect of the Plan, shall be
      paid
      by the Company.

    


    9.5 Liability
      of Committee, Indemnification.
      To the
      extent permitted by law, the Committee shall not be liable to any person for
      any
      action taken or omitted in connection with the interpretation and administration
      of this Plan unless attributable to its own bad faith or willful
      misconduct.


    
      
        
        

      

      
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    9.6 Expenses.
      The
      cost of the establishment of the Plan and the adoption of the Plan by Company,
      including but not limited to legal and accounting fees, shall be borne by
      Company.

    


    9.7 Taxes.
      All
      amounts payable hereunder shall be reduced by any and all Federal, state, and
      local taxes imposed upon a Participant or his Beneficiary, which are required
      to
      be paid or withheld by Company. Any determination by the Company regarding
      applicable income tax withholding requirements shall be final and binding on
      the
      Participant.

     

    ARTICLE
      X

    MISCELLANEOUS

    


    10.1
       Alienation
      of Benefits.
      Benefits payable under this Plan shall not be subject in any manner to
      alienation, sale, transfer, assignment, pledge, encumbrance, charge,
      garnishment, execution or levy of any kind, either voluntary or involuntary,
      and
      any attempt to alienate, sell or otherwise transfer or dispose of any interest
      shall be void.

    


    10.2 General
      Creditor Status.
      Each
      Participant shall be regarded as a general unsecured creditor of the Company
      with respect to any rights derived by the Participant from the existence of
      this
      Plan or any benefit due him. A Participant's benefits under this Plan are
      unfunded. No Participant shall have any rights as a shareholder of the Company
      as a result of participation in this Plan.

    


    10.3 Governing
      Law.
      The
      provisions of this Plan and the rights of the parties hereunder shall be
      interpreted and construed in accordance with the laws of the State of South
      Carolina.

    


    10.4 Binding
      On Successors.
      In the
      event that the Company is merged or consolidated with another entity or in
      the
      event that substantially all the assets of the Company are sold or transferred
      to another entity, the provisions of the Plan shall be binding upon and shall
      inure to the benefit of the continuing entity in such merger or consolidation
      or
      the entity to which such assets are sold or transferred.

    


    10.5 No
      Guarantee of Employment.
      Nothing
      contained in this Plan shall be construed as a contract of employment between
      the Company and any Participant.

    


    10.6 Construction.
      The
      masculine gender when used herein shall be deemed to include the feminine
      gender, and the singular may include the plural unless the context clearly
      indicates to the contrary.

    


    10.7 Acceleration
      of Payment.
      The
      time or schedule of payment of a benefit hereunder may be accelerated upon
      such
      events and conditions as the IRS may permit in generally applicable published
      regulatory or other guidance under Code Section 409A, including, without
      limitation, payment to a person other than the Participant to the extent
      necessary to fulfill the terms of a domestic relations order (as defined in
      Code
      Section 414(p)(1)(B)),
      payment of FICA tax and income tax on wages imposed on any amounts under this
      Plan, or payment of the amount required to be included in income for the
      Participant as a result of failure of the Plan at any time to meet the
      requirements of Code Section 409A with respect to the Participant.

     

    
      
        
        

      

      
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    10.8 Delay
      of Payment.
      The
      Company may delay payment of a benefit hereunder upon such events and conditions
      as the IRS may permit in generally applicable published regulatory or other
      guidance under Code Section 409A, including, without limitation, payments that
      the Company reasonably anticipates will violate Federal securities laws or
      other
      applicable law provided that any such delayed payment will be made at the
      earliest date at which the Company reasonably anticipates that the making of
      the
      payment would not cause such a violation.

     

    ARTICLE
      XI

    AMENDMENT
      AND TERMINATION OF THE PLAN

    


    11.1 Amendment.
      The
      Committee reserves the right at any time and from time to time to modify or
      amend, in whole or in part, any or all of the provisions of the Plan, provided
      that no modification or amendment shall be made that will affect adversely
      any
      right or obligation of any Participant with respect to a Participant's Account.
      Notwithstanding the foregoing, any modification or amendment of the Plan may
      be
      made, retroactively if necessary, which the Committee deems necessary or proper
      to bring the Plan into conformity with any law or governmental regulation
      relating to the Plan. No amendment to this Plan shall decrease a Participant's
      Account balance.

    


    11.2 Termination.
      The
      Company may terminate the Plan for any reason at any time. The Company has
      established the Plan with the bona fide intention and expectation that the
      Plan
      will continue indefinitely, but the Company shall be under no obligation to
      maintain the Plan for any given length of time and may, in its sole discretion,
      terminate the Plan at any time without any liability whatsoever. In the case
      of
      termination of the Plan, the amounts in Participant's Account will be paid
      within a reasonable time after such termination if and to the extent permitted
      under Code Section 409A and the regulations thereunder. 

    


    Notwithstanding
      anything to the contrary herein, the Company shall have the right to terminate
      this Plan and to accelerate the payment of benefits under the Plan in accordance
      with Code Section 409A and related treasury regulations and other guidance
      issued under Section 409A in accordance with one of the following:

     

    (1) the
      termination of the Plan within twelve (12) months of a corporate dissolution
      taxed under Code Section 331 or with the approval of a bankruptcy court pursuant
      to 11 U.S.C. 503(b)(1)(A), as provided in Treasury Regulation Section
      1.409A-3(j)(4)(ix)(A); or

     

    (2) the
      termination of the Plan within the thirty (30) days preceding or the twelve
      (12)
      months following a "change in control" (within the Treasury Regulation Section
      1.409A-3(i)(5)) provided that all substantially similar arrangements are also
      terminated, as provided in Treasury Regulation Section 1.409A-3(j)(4)(ix)(B);
      or


    
      
        
        

      

      
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    (3) the
      termination of the Plan, provided that the termination does not occur proximate
      to a downturn in the financial health of the Company, all arrangements that
      would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c)
      are terminated, no payments other than payments that would be payable under
      the
      terms of the Plan if the termination had not occurred are made within twelve
      (12) months of the Plan termination, all payments are made within twenty-four
      (24) months of Plan termination, and no new arrangement that would be aggregated
      with the Plan under Treasury Regulation Section 1.409A-1(c) is adopted within
      three (3) years following the Plan termination, as provided in Treasury
      Regulation Section 1.409A-3(j)(4)(ix)(C); or

     

    (4) such
      other events and conditions as the IRS may prescribe in generally applicable
      published or regulatory guidance under Code Section 409A.

    


    11.3 Notice
      of Amendment or Termination.
      Notice
      of every such amendment or termination shall be given in writing to each
      Participant and Beneficiary of a deceased Participant.

     

    ARTICLE
      XII

    CLAIMS
      PROCEDURE

    


    12.1 Claim.
      A
      person with an interest in the Plan shall have the right to file a claim for
      benefits under the Plan and to appeal any denial of a claim for benefits. Any
      request for a Plan benefit or to clarify the claimant's right to future benefits
      under the terms of the Plan shall be considered to be a claim.

    


    12.2
       Written
      Claim.
      A claim
      for benefits will be considered as having been made when submitted in writing
      by
      the claimant to the Company. No particular form is required for the claim,
      but
      the written claim must identify the name of the claimant and describe generally
      the benefit to which the claimant believes he or she is entitled. The claim
      may
      be delivered personally during normal business hours or mailed to the
      Company.

     

    12.3
       Claim
      Determination.
      The
      Committee, acting on behalf of the Company, will determine whether, or to what
      extent, the claim may be allowed or denied under the terms of the Plan. If
      the
      claim is wholly or partially denied, the claimant shall be so informed by
      written notice within 90 days after the day the claim is submitted unless
      special circumstances require an extension of time for processing the claim.
      If
      such an extension of time for processing is required, written notice of the
      extension shall be furnished to the claimant prior to the termination of the
      initial 90-day period. Such extension may not exceed an additional 90 days
      from
      the end of the initial 90-day period. The extension notice shall indicate the
      special circumstances requiring an extension of time and the date by which
      the
      Plan expects to render the final decision. 

    


    12.4 Notice
      of Determination.
      The
      notice informing the claimant that his or her claim has been wholly or partially
      denied shall be written in a manner calculated to be understood by the claimant
      and shall include:


    
      
        
        

      

      
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    (1) The
      specific reason(s) for the denial.

     

    (2) Specific
      reference to pertinent Plan provisions on which the denial is
      based.

     

    (3) A
      description of any additional material or information necessary for the claimant
      to perfect the claim and an explanation of why such material or information
      is
      necessary.

     

    (4) Appropriate
      information as to the steps to be taken if the claimant wishes to submit his
      or
      her claim for review.

    


    12.5 Appeal.
      If the
      claim is wholly or partially denied, the claimant (or his or her authorized
      representative) may file an appeal of the denied claim with the Committee
      requesting that the claim be reviewed. The Committee shall conduct a full and
      fair review of each appealed claim and its denial. Unless the Committee notifies
      the claimant that due to the nature of the benefit and other attendant
      circumstances he or she is entitled to a greater period of time within which
      to
      submit his or her request for review of a denied claim, the claimant shall
      have
      60 days after he or she (or his or her authorized representative) received
      written notice of denial of his or her claim within which such request must
      be
      submitted to the Committee.

    


    12.6 Request
      for Review.
      The
      request for review of a denied claim must be made in writing. In connection
      with
      making such request, the claimant or his authorized representative may submit
      written comments, documents, records, and other information relating to the
      claim for benefits, and shall be provided, upon request and free of charge,
      reasonable access to, and copies of, all documents, records, and other
      information relevant to the claimant's claim. The review shall take into account
      all comments, documents, records, and other information submitted by the
      claimant relating to the claim, without regard to whether such information
      was
      submitted or considered in the initial benefit determination.

    


    12.7
       Determination
      of Appeal.
      The
      decision of the Committee regarding the appeal will be given to the claimant
      in
      writing no later than 60 days following receipt of the request for review.
      However, if special circumstances (for example, if the Committee decides to
      hold
      a hearing on the appeal) require an extension of time for processing, the
      decision shall be rendered as soon as possible, but not later than 120 days
      after receipt of the request for review. If special circumstances require that
      a
      decision will be made beyond the initial time for furnishing the decision,
      written notice of the extension shall be furnished to the claimant (or his
      authorized representative) prior to the commencement of the extension.


    


    12.8
       Hearing.
      The
      Committee may, in its sole discretion, decide to hold a hearing if it determines
      that a hearing is necessary or appropriate in order to make a full and fair
      review of the appealed claim.

    


    12.9
       Decision.
      The
      decision on review shall include specific reasons for the decision, written
      in a
      manner calculated to by understood by the claimant, as well as specific
      references to the pertinent Plan provisions on which the decision is
      based.


    
      
        
        

      

      
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    12.10
       Exhaustion
      of Appeals.
      A
      Participant must exhaust his rights to file a claim and to request a review
      of
      the denial of his claim before bringing any civil action to recover benefits
      due
      to him under the terms of the Plan, to enforce his rights under the terms of
      the
      Plan, or to clarify his rights to future benefits under the terms of the
      Plan.

    


    IN
      WITNESS WHEREOF,
      this
      Plan is hereby adopted this ____ day of _____________, 2007.

    


    
      	
              WORLD ACCEPTANCE CORPORATION

            
	 
	
              By:

            	 
	 
	
              A. Alexander McLean, III, CEO

            


    

     

    
      
        
        

      

      
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