FIRST
      AMENDMENT

    TO
      THE

    WORLD
      ACCEPTANCE CORPORATION

    2005
      STOCK OPTION PLAN

     

    This
      First Amendment to the World Acceptance Corporation 2005 Stock Option Plan
      is
      made and entered into effective as of January 1, 2008.

    


    WHEREAS,
      World
      Acceptance Corporation ("Company") adopted the World Acceptance Corporation
      2005
      Stock Option Plan, effective August 1, 2005, attached hereto as Exhibit A and
      incorporated herein by reference ("Plan"); and

    


    WHEREAS,
      in
      response to the enactment of Internal Revenue Code Section 409A, the Company
      has
      determined that the Plan should be amended to clarify that the Plan is intended
      to qualify for the exemptions from the application of Section 409A for ISOs
      under Treasury Regulation Section 1.409A-1(b)(5)(ii), NQOs under Treasury
      Regulation Section 1.409A-1(b)(5)(i)(A), and restricted Stock under Treasury
      Regulation Section 1.409A-1(b)(6), and to clarify that the Plan provides for
      no
      feature for the deferral of compensation.

    


    NOW,
      THEREFORE,
      the
      Plan is hereby amended as follows.

    


    1.
      Section 2.6 of the Plan is amended to read as follows:

     

    2.6 Repricing.
      Except
      for adjustments pursuant to Section 5.2(e) (relating to the adjustment of
      shares), the Exercise Price for any outstanding Option granted hereunder may
      not
      be decreased after the date of grant, nor may an outstanding Option granted
      hereunder be surrendered to the Company as consideration for the grant of a
      new
      Option with a lower exercise price.

     

    2.
      Section 3.6 of the Plan is amended to read as follows:

     

    3.6 Repricing.
      Except
      for adjustments pursuant to Section 5.2(e) (relating to the adjustment of
      shares), the Exercise Price for any outstanding Option granted hereunder may
      not
      be decreased after the date of grant, nor may an outstanding Option granted
      hereunder be surrendered to the Company as consideration for the grant of a
      new
      Option with a lower exercise price. 

     

    3.
      Section 5.2(e) of the Plan is amended to read as follows:

     

    (e) In
      the
      event of a corporate transaction involving the Company (including, without
      limitation, any stock dividend, stock split, extraordinary cash dividend,
      recapitalization, reorganization, merger, consolidation, split-up, spin-off,
      combination or exchange of shares), the Committee shall adjust Awards to
      preserve the benefits or potential benefits of the Awards. Action by the
      Committee shall include, as appropriate: (i) adjustment of the number and kind
      of shares which may be delivered under the Plan; (ii) adjustment of the number
      and kind of shares subject to outstanding Awards; (iii) adjustment of the
      Exercise Price of outstanding Options; and (iv) any other adjustments that
      the
      Committee determines to be equitable and consistent with the provisions of
      Treasury Regulation Section 1.409A-1(b)(5)(v).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.
      Section 5.5 of the Plan is amended to read as follows:

    


    5.5 Grant
      and Use of Awards.
      In the
      discretion of the Committee, a Participant may be granted any Award permitted
      under the provisions of the Plan, and more than one Award may be granted to
      a
      Participant. Subject to the overall limitation on the number of shares of Stock
      that may be delivered under the Plan, the Committee may use available shares
      of
      Stock as the form of payment for compensation, grants or rights earned or due
      under any other compensation plans or arrangements of the Company or a
      Subsidiary, including the plans and arrangements of the Company or a Subsidiary
      assumed in business combinations.

    


    5.
      Section 5.6 of the Plan is amended to read as follows:

     

    5.6 Dividends
      and Dividend Equivalents.
      An
      Award (including without limitation an Option) may provide the Participant
      with
      the right to receive dividend payments or dividend equivalent payments with
      respect to Stock subject to the Award (both before and after the Stock subject
      to the Award is earned, vested, or acquired), which payments shall be made
      currently, and may be settled in cash or Stock, as determined by the Committee.
      

     

    6.
      Section 5.7 of the Plan is amended to read as follows:

    


    5.7 Settlement
      of Awards.
      The
      obligation to make payments and distributions with respect to Awards may be
      satisfied through cash payments or the delivery of shares of Stock, or any
      combination thereof as the Committee shall determine. Satisfaction of any such
      obligations under an Award, which is sometimes referred to as “settlement” of
      the Award, shall not be subject to any conditions, restrictions or
      contingencies. 

    


    7.
      Section 6(b) is deleted in its entirety. 

    


    8.
      Section 7.2(b) of the Plan is amended to read as follows:

     

    (b) To
      the
      extent that the Committee determines that the restrictions imposed hereby
      preclude the achievement of the material purposes of the Awards in any
      applicable jurisdiction, the Committee will have the authority and discretion
      to
      modify those restrictions as the Committee determines to be necessary or
      appropriate to conform to applicable requirements or practices of such
      jurisdictions. Specifically, and without limiting the foregoing, Awards under
      this Plan are intended to be exempt from the provisions of Section 409A of
      the
      Internal Revenue Code and all regulations and rules promulgated thereunder.
      Notwithstanding any other provision herein, the Committee and the Board shall
      have the authority to revise any of the terms and provisions hereof to the
      extent necessary to cause Awards to be exempt from Section 409A and all
      regulations and rules promulgated thereunder.

     

    9.
      Section 9(c) of the Plan is amended to read as follows:

    


    (c) Change
      in Control.
      The
      term “Change in Control” means a “change in control event” as defined in
      Treasury Regulation Section 1.409A-3(i)(5).

     

    
      
         

      

      
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    10.
      Section 9(f) of the Plan is amended to read as follows:

     

    (f) Fair
      Market Value.
      For
      purposes of determining the “Fair Market Value” of a share of Stock as of any
      date, the following rules shall apply:

     

    (i) If
      the
      principal market for the Stock is a national securities exchange or the Nasdaq
      stock market, then the “Fair Market Value” as of that date shall be the closing
      price of the Stock on the immediately preceding date on the principal exchange
      or market on which the Stock is then listed or admitted to trading.

     

    (ii)
       If
      sale
      prices are not available or if the principal market for the Stock is not a
      national securities exchange and the Stock is not quoted on the Nasdaq stock
      market, then the “Fair Market Value” as of that date shall be determined in good
      faith by the Committee using a reasonable application of a reasonable valuation
      method consistent with the requirements of Treasury Regulation Section
      1.409A-1(b)(5)(iv)(B).

     

    (iii)
      If
      the immediately preceding date is not a business day, and as a result, clause
      (i)  above is inapplicable, the Fair Market Value of the Stock shall be
      determined as of the next earlier business day. 

     

    11.
      Section 9(h) of the Plan is amended to read as follows:

     

    (h) Stock.
      The
      term “Stock” shall mean shares of common stock of the Company that satisfy the
      requirements of Treasury Regulation Section 1.409A-1(b)(5)(iii).

     

    12.
      Capitalized terms used but not defined herein shall have the same definitions
      given to them under the Plan.

    


    13.
      Notwithstanding anything to the contrary in the Plan, no Award or Plan provision
      shall be construed as providing a Participant with a right to defer payment
      of
      an Award or as a feature for the deferral of compensation.

    


    14.
      The
      Plan shall remain in full force and effect as modified by the terms of this
      amendment.

     

    IN
      WITNESS WHEREOF,
      the
      Company has executed this First Amendment to the Plan this _____ day of
      _____________, 2007.

     

    
      
        	
                WORLD
                  ACCEPTANCE CORPORATION

              
	 
	
                By:

              	 
	 
	
                A.
                  Alexander McLean, III, CEO  

              


      

    

     

    
      
         

      

      
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