SECOND
        AMENDMENT

      TO
        THE

      WORLD
        ACCEPTANCE CORPORATION

      BOARD
        OF DIRECTORS 

      DEFERRED
        COMPENSATION PLAN

      (2000)

       

      This
        Second Amendment to the World Acceptance Corporation Board of Directors Deferred
        Compensation Plan (2000) is made and entered into effective as of November
        20,
        2007.

      


      WHEREAS,
        World
        Acceptance Corporation ("Company") adopted the World Acceptance Corporation
        Board of Directors Deferred Compensation Plan, pursuant to authority granted
        by
        its Board of Directors on October 20, 1999 ("2000 Plan"); and

      


      WHEREAS,
        effective
        December 31, 2004, the Plan was first amended to ensure its compliance with
        Section 409A of the Internal Revenue Code ("Code") as it then read;
        and

      


      WHEREAS,
        it is
        now necessary and desirable to further amend the Plan to ensure that it is
        in
        compliance with the provisions of Code Section 409A that must be adopted
        on or
        before December 31, 2007.

      


      NOW,
        THEREFORE,
        the
        2000 Plan is further amended such that new Article XII at the end of the
        2000
        Plan shall read.

      


      ARTICLE
        XII

      PLAN
        FROZEN EFFECTIVE DECEMBER 31, 2004

      


      Notwithstanding
        anything to the contrary herein, this Plan is frozen effective December 31,
        2004, so that benefits administered and payable under this Plan are limited
        only
        to those benefits, including earnings thereon accrued after December 31,
        2004,
        that are fully vested and are not subject to Section 409A of the Internal
        Revenue Code because such benefits are "grandfathered" within the meaning
        of
        Treasury Regulations Sections 1.409A-6(a)(3)(ii) and (iv). Furthermore, it
        is
        intended that nothing in this amendment shall be considered a "material
        modification" of the Plan within the meaning of Treasury Regulation Section
        1.409A-6(a)(4), and that no amendment to this Plan may hereafter be adopted
        that
        would constitute such a material modification. Following the freeze, the
        grandfathered benefits of a Participant shall thereafter be administered
        and be
        payable to the Participant in accordance with the terms and provisions of
        this
        Plan. The benefits, if any, that are not "grandfathered" will be administered
        and payable under the terms of the New Plan, which will become effective
        January
        1, 2005 and will comply with the restrictions and requirements of Section
        409A
        of the Internal Revenue Code.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

      


      
        	
                WORLD
                  ACCEPTANCE CORPORATION

              
	 	 
	
                By:

              	
                 

              
	 	 
	
                A.
                  Alexander McLean, III, CEO

              


      


      
        
          
          

        

        
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