SECOND
      AMENDMENT

    TO
      THE

    WORLD
      ACCEPTANCE CORPORATION

    SUPPLEMENTAL
      INCOME PLAN

     

    This
      Second Amendment to the World Acceptance Corporation Supplemental Income Plan
      is
      made and entered into effective as of November 20, 2007.

    


    WHEREAS,
      World
      Acceptance Corporation ("Company") adopted the World Acceptance Corporation
      Supplemental Income Plan, effective April 1, 2000, attached hereto as Exhibit
      A
      and incorporated herein by reference ("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; and

    


    WHEREAS,
      under
      the 2004 Plan amendment, benefits under the Plan were fully vested at December
      31, 2004 only for participants who reached age 65 on or before December 31,
      2004.

    


    NOW,
      THEREFORE,
      the
      Plan is further amended such that new Article 10 at the end of the Plan shall
      read.

    


    10. 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 Regulation 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 an Executive shall thereafter be administered and
      be
      payable to the Executive 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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