SECOND
      AMENDED AND RESTATED

    WORLD
      ACCEPTANCE CORPORATION 

    2005
      SUPPLEMENTAL INCOME PLAN

    (November,
      2007)

    


    PURPOSE

    


    The
      purpose of this 2005 Supplemental Income Plan is to provide deferred
      compensation to a select group of management or highly compensated Employees.
      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 Employees the World Acceptance
      Corporation Supplemental Income Plan dated April 1, 2000 ("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
      Regulation Section 409A-6(a)(3)(ii) and (iv).

    


    Accordingly,
      one of the purposes of this Plan is to continue to provide benefits to
      Executives 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
       This
      Plan
      shall be known as the World Acceptance Corporation 2005 Supplemental Income
      Plan
      ("Plan").

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

    


    ARTICLE
      II

    DEFINITIONS

    


    2.1 "Beneficiary"
      means, with respect to an Executive, the person or persons who are designated
      as
      such by an Executive, in his Participation Agreement, to receive payments under
      the Plan following the death of the Executive.

    


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

    


    2.2 "Company"
      means World Acceptance Corporation, a South Carolina corporation, or any
      successor thereto and it subsidiaries.

    


    2.3 "Disability"
      means any medically determinable physical or mental impairment that can be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months which results in (i) the Executive being unable
      to
      engage in any substantial gainful activity or (ii) the Executive receiving
      income replacement benefits for a period of not less than 3 months under an
      accident and health plan covering employees of the Company. In addition, the
      Executive will be deemed disabled if determined to be totally disabled by the
      Social Security Administration, or if determined to be disabled in accordance
      with a disability insurance program provided the definition of disability
      applied under such disability insurance program complies with the requirements
      of the preceding sentence.

    


    2.4 "Early
      Retirement" means the "separation from service" (as that term is defined in
      Treasury Regulation Section 1.401A-1(h)) of an Executive, prior to his Normal
      Retirement Age, from employment with the Company and from all entities that
      are
      considered a single employer with the Company under Code Sections 414(b) and
      (c)
      within the meaning of Treasury Regulation Sections 1.409A-1(g) and
      1.409A-1(h)(3) and after the Executive has reached the age of 57 and been a
      participant in the Plan for at least 8 years.

    


    2.5 "Early
      Retirement Benefit" means, with respect to each Executive, 45% of such
      Executive's monthly base salary, at the time of Early Retirement, multiplied
      by
      his Days of Service Fraction.

    


    2.6 "Early
      Retirement Date" means the first day of the month following the month during
      which the Executive is granted Early Retirement.

    


    2.7 "Employment
      Date" means the most recent date an Executive became employed as an officer
      of
      the Company. If the Executive was originally employed as a non-officer, then
      the
      date of promotion to officer status constitutes the Employment
      Date.

    


    2.8 "Executive"
      means any employee who is an officer, who is designated as eligible to
      participate in the Plan by the Board of Directors of the Company and who
      executes a Participation Agreement.

    


    
      
         

      

      
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    2.9 "Fiscal
      Year" means the 12-month period beginning on April 1 of each year.

    


    2.10 "Normal
      Retirement" means the "separation from service" (as that term is defined in
      Treasury Regulation Section 1.409A-1(h)), of an Executive after reaching Normal
      Retirement Age, from employment with the Company and from all entities that
      are
      considered a single employer with the Company under Code Sections 414(b) and
      (c)
      within the meaning of Treasury Regulation Sections 1.409A-1(g) and
      1.409A-1(h)(3). 

    


    2.11 "Normal
      Retirement Age" means the date on which an Executive attains the age of
      sixty-five (65).

    


    2.12 "Normal
      Retirement Benefit" means, with respect to each Executive, 45% of such
      Executive's monthly base salary at the time of Normal Retirement.

    


    2.13 "Normal
      Retirement Date" means the first day of the month following the month during
      which the Executive attains Normal Retirement Age or, if later, the first day
      of
      the month following the Executive's retirement after attainment of his Normal
      Retirement Age.

    


    2.14 "Participation
      Agreement" means the agreement executed by the Executive upon being admitted
      to
      the Plan. With respect to each Executive, the Participation Agreement shall
      be
      an integral part of the Plan. 

    


    2.15 "Plan"
      means the World Acceptance Corporation 2005 Supplemental Income Plan as
      described herein and as the same may hereafter from time to time be
      amended.

    2.16
       "Day
      of
      Service" means, with respect to each Executive, each day following such
      Executive's Employment Date on which such Executive is employed by the
      Company.

    


    2.17 "Days
      of
      Service Fraction" means, with respect to each Executive, at any time, the number
      of Days of Service then accrued by such Executive, divided by the number of
      Days
      of Service such Executive would accrue if he were continuously employed by
      the
      Company from his Employment Date until his Normal Retirement Age.

    


    ARTICLE
      III 

    PAYMENT
      OF BENEFITS

    


    3.1 If
      an
      Executive voluntarily terminates employment before retirement, or if an
      Executive's employment is terminated for reason of malfeasance, dishonesty,
      or
      other similar wrongdoing (even after becoming eligible for retirement), neither
      the Executive nor his Beneficiary will be entitled to receive any benefits
      under
      this Plan. If an Executive's malfeasance, dishonesty or other wrongdoing is
      discovered after payments to the Executive under this Plan have already begun,
      neither the Executive nor his Beneficiary will be entitled to receive any
      further payments under the Plan. All determinations under this paragraph will
      be
      made by World Acceptance Corporation's Board of Directors in its sole
      discretion.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    3.2 In
      the
      event of an Executive's Normal Retirement, the Company will make a series of
      monthly payments to the Executive. Each payment will be equal to the Executive's
      Normal Retirement Benefit. The first such payment shall be made on the Normal
      Retirement Date; provided, however, that if the Executive is a "specified
      employee" within the meaning of Treasury Regulation Section 1.409A-1(i) as
      of
      his Normal Retirement, then the first payment hereunder shall commence on the
      date that is six months after the date of the Executive's termination of
      employment. The remaining payments shall be made on the first day of each
      succeeding month until 180 total payments have been made. If the Executive
      dies
      before all of the payments due to him have been made, the remaining payments
      shall be made to the Executive's Beneficiary. If the Executive's Beneficiary
      dies before receiving all the payments due to him, then the remaining payments
      shall be made to the personal representative of the Beneficiary's
      estate.

    


    3.3 In
      the
      event of an Executive's Early Retirement, the Company will make a series of
      monthly payments to the Executive. Each payment will be equal to the Executive's
      Early Retirement Benefit. The first such payment shall be made on the
      Executive's Early Retirement Date; provided, however, that if the Executive
      is a
      "specified employee" within the meaning of Treasury Regulation Section
      1.409A-1(i) as of his Early Retirement, then the first payment hereunder shall
      commence on the date that is six months after the date of the Executive's
      termination of employment. The remaining payments shall be made on the first
      day
      of each succeeding month until 180 total payments have been made. If an
      Executive dies before receiving all of the payments due to him, then the
      remaining payments shall be made to the Executive's Beneficiary. If the
      Executive's Beneficiary dies before receiving all the payments due to him or
      her, then the remaining payments shall be made to the personal representative
      of
      the Beneficiary's estate.

    


    3.4 Except
      as
      provided in section 3.1, if the Company terminates an Executive's employment
      before his death or retirement, or if an Executive terminates employment because
      of Disability, the Executive will receive the same benefit he would have
      received if he had retired on the date of his termination. For purposes of
      this
      paragraph, the age 57 and 8 years of Plan participation requirements for Early
      Retirement will not apply. The first such payment shall be made on the first
      day
      of the month following the Executive's separation from service (as that term
      is
      defined in Treasury Regulation Section 1.409A-1(h)) or, in the case of
      disability, on the first day of the first month after the expiration of any
      Company sponsored long term disability payments due to the Executive provided,
      however, that if the Executive is then a "specified employee" within the meaning
      of Treasury Regulation Section 1.409A-1(i), payment hereunder shall commence
      on
      the date that is six months after the date of the Executive's termination of
      employment. The remaining payments shall be made on the first day of each
      succeeding month until 180 payments have been made. If the Executive's
      Beneficiary dies before all of the payments due have been made, then any
      remaining payments shall be made to the personal representative of the
      Beneficiary's estate.

    


    3.5 If
      an
      Executive dies while employed with the Company or while receiving Company
      sponsored long term disability payments, his Beneficiary will receive payments
      pursuant to section 3.2 calculated as if the Executive's date of death is his
      Normal Retirement Date. The first such payment shall be made on the first day
      of
      the month following the date of the Executive's death, with remaining payments
      to be made to the Executive's Beneficiary as described in Section
      3.2.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.6 If,
      at
      the death of the Executive, there is no properly designated living Beneficiary,
      or, if the Beneficiary is an entity and such entity is not then in existence,
      then any payments due under this Plan shall be made to the Executive's
      estate.

    


    3.7 In
      making
      any payment to or for the benefit of any minor or an incompetent Beneficiary,
      the Board, in its sole and absolute discretion, may make a distribution to
      a
      legal or natural guardian or other relative of a minor or court-appointed
      committee of such incompetent. It may also make a payment to any adult with
      whom
      the minor or incompetent temporarily or permanently resides. The receipt by
      a
      guardian, committee, relative or other person shall be a complete discharge
      of
      the Company. Neither the Board nor the Company shall have any responsibility
      to
      see to the proper application of any payments so made.

    


    ARTICLE
      IV

    NATURE
      OF COMPANY'S OBLIGATION

    


    4.1 The
      Company's obligation to the Executives under this Plan shall be an unfunded
      and
      unsecured promise to pay. The rights of an Executive or Beneficiary under this
      Plan shall be solely those of an unsecured general creditor of the Company.
      The
      Company shall not be obligated under any circumstances to set aside or hold
      assets to fund its financial obligations under this Plan.

    


    4.2 Any
      assets that the Company may set aside, acquire or hold to help cover its
      financial liabilities under this Plan are and remain general assets of the
      Company subject to the claims of its creditors. The Company does not give,
      and
      the Plan does not give, any beneficial ownership interest in any assets of
      the
      Company to an Executive or Beneficiary. All rights of ownership in any assets
      are and remain in the Company. Any general asset used or acquired by the Company
      in connection with the liabilities it has assumed under this Plan shall not
      be
      deemed to be held under any trust for the benefit of the Executive or any
      Beneficiary, and no general asset shall be considered security for the
      performance of the obligations of the Company. Any such asset shall remain
      a
      general, unpledged, and unrestricted asset of the Company.

    


    4.3 The
      Company's liability for payment of benefits shall be determined only under
      the
      provisions of this Plan, as they may be amended from time to time.

    


    ARTICLE
      V

    AMENDMENT
      AND TERMINATION

    


    5.1 Amendment.
      This
      Plan may be amended in any way, in whole or in part, at any time, in the
      discretion of the Board. However, no amendment of the Plan will have the effect
      of reducing an Executive's retirement benefit below the amount of such benefit
      computed as of the date of amendment. Notwithstanding the foregoing, any
      amendment to the Plan may be made, retroactively if necessary, which the Board
      deems necessary or proper to bring the Plan into conformity with any law or
      governmental regulation relating to this Plan.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    5.2 Termination.
      This
      Plan may be terminated for any reason at any time, in the discretion of the
      Board of Directors, provided that no termination of the Plan will have the
      effect of reducing an Executive's retirement benefit below the amount of such
      benefit computed as of the date of Plan termination. In the case of termination
      of the Plan, the Executive's retirement benefit 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 meaning of 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

    


    (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.

    


    
      
         

      

      
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    ARTICLE
      VI

    LIMITATIONS
      ON TRANSFER

    


    6.1 Neither
      an Executive nor a Beneficiary may in any manner anticipate, alienate, sell,
      assign, pledge, encumber or otherwise transfer the right to receive payments
      under this Plan. Any attempt to do so will be void. Such rights are not subject
      to legal process or levy of any kind.

    


    ARTICLE
      VII

    ADMINISTRATION

    


    7.1 The
      Company is the named fiduciary of the Plan. The Board, acting on behalf of
      the
      Company, shall have the authority to control and manage the operation and
      administration of the Plan except as otherwise expressly provided in this Plan
      document

    


    7.2 The
      Board, acting on behalf of the Company, has the discretion (1) to interpret
      and
      construe the terms and provisions of the Plan (including any rules or
      regulations adopted under the Plan), (2) to determine eligibility to participate
      in the Plan and (3) to make factual determinations in connection with any of
      the
      foregoing. A decision of the Board with respect to any matter pertaining to
      the
      Plan, including without limitation the employees determined to be eligible,
      the
      benefits payable, and the construction or interpretation of any provision
      thereof, shall be conclusive and binding upon all interested persons. No Board
      member shall participate in any decision of the Board that would directly and
      specifically affect the timing or amount of his or her benefits under the
      Plan.

    


    ARTICLE
      VIII

    CLAIMS
      PROCEDURE

    


    8.1 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 rights to future benefits under
      the
      terms of the Plan shall be considered to be a claim.

    


    8.2 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.

    


    8.3 The
      Board, 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. 

    


    
      
         

      

      
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    8.4 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:

    


    (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.

    


    8.5 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 Board requesting
      that the claim be reviewed. The Board shall conduct a full and fair review
      of
      each appealed claim and its denial. Unless the Board 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) receives written notice of denial
      of
      his or her claim within which such request must be submitted to the
      Board.

    


    8.6 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.

    


    8.7 The
      decision of the Board 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 Board 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. 

    


    
      
         

      

      
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    8.8 The
      Board
      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.

    


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

    


    8.10 An
      Executive or Beneficiary 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.

    


    ARTICLE
      IX

    GENERAL
      PROVISIONS

    


    9.1 Nothing
      in this Plan shall be deemed to give any person the right to remain in the
      employ of the Company or affect the right of the Company to terminate any
      Executive's employment with or without cause.

    


    9.2 Any
      amount required to be withheld under applicable Federal, state and local income
      tax laws will be withheld and any payment under the Plan will be reduced by
      the
      amount so withheld. 

    


    9.3 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 Executive 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 Executive as a result of failure of the Plan at any time to
      meet
      the requirements of Code Section 409A with respect to the
      Executive.

    


    9.4 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 be subject to the application of Code
      Section 162(m) or 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.

    


    9.5 This
      Plan
      shall be construed and administered in accordance with the laws of the State
      of
      South Carolina to the extent that such laws are not preempted by federal
      law.

    


    
      
         

      

      
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    This
      Plan
      document has been executed on behalf of the Company this ____ day of
      ____________, 2007.

    


    
      	 	
              WORLD
                ACCEPTANCE CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 
	 	
              A.
                Alexander McLean, III, CEO

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    

      PARTICIPATION
        AGREEMENT

      


      WORLD
        ACCEPTANCE CORPORATION

      2005
        SUPPLEMENTAL INCOME PLAN

      AS
        AMENDED AND RESTATED

      (November,
        2007)

      


      As
        provided in the above referenced Plan, effective ____________, 200__, you
        ____________, are hereby invited to participate. By accepting the invitation
        to
        participate in the Plan, you acknowledge that you have read the Plan, understand
        its terms, understand that benefits will be paid pursuant to the Plan only
        under
        specific circumstances described therein, understand that you are a general
        creditor of World Acceptance Corporation and that you have no interest in
        specific assets owned by the Company.

      


      I
        hereby
        accept this invitation of World Acceptance Corporation to participate in
        its
        2005 Supplemental Income Plan. 

      


      
        	 	 	 
	
                Witness

              	 	
                Participant

              


      

      


      For
        purposes of the plan, I hereby designate the following Beneficiary or
        Beneficiaries:

      


      
        	 	 	 
	 	 	
                (Beneficiary)

              


      

      


      If
        the
        above named Beneficiary is not alive when payments are first due to be made
        under the Plan, I hereby designate the following Contingent Beneficiary or
        Beneficiaries:

      


      
        	 	 	 
	 	 	
                (Contingent
                  Beneficiary)

              


      

      


      Plan
        Employment Date: _________________

       

      
        
           

        

        
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