FIRST
      AMENDMENT

    TO
      THE

    WORLD
      ACCEPTANCE CORPORATION

    1992
      and 1994 STOCK OPTION PLANS

     

    This
      First Amendment to the World Acceptance Corporation 1992 and 1994 Stock Option
      Plans is made and entered into effective as of January 1, 2008.

    


    WHEREAS,
      World
      Acceptance Corporation ("Company") adopted the World Acceptance Corporation
      1992
      Stock Option Plan, effective April 22, 1992, and the World Acceptance
      Corporation 1994 Stock Option Plan, effective January 26, 1994, copies of which
      Plans are attached hereto and incorporated herein by reference and which are
      referred to herein as the “1992 Plan” and the “1994 Plan” and collectively as
      the “Plans; and

    


    WHEREAS,
      in
      response to the enactment of Internal Revenue Code Section 409A, the Company
      has
      determined that the Plans should be amended to clarify that the Plans are
      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 Plans provide for
      no
      feature for the deferral of compensation.

    


    NOW,
      THEREFORE,
      the
      Plans are hereby amended as follows.

    


    1.
      Section 10 (Adjustments Upon Changes in Capitalization) of the Plans is amended
      to read as follows:

     

    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).

     

    2.
      Section 13 (Amendment and Termination) of the Plans is amended by adding after
      the first paragraph and before the second paragraph of said Section the
      following:

     

    To
      the
      extent that the Board or Committee determines that the restrictions imposed
      hereby preclude the achievement of the material purposes of the Awards in any
      applicable jurisdiction, the Board or Committee will have the authority and
      discretion to modify those restrictions as the Board or 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.
      Section 19 b. (Change of Control) of the 1994 Plan is amended to read as
      follows:

     

    
      	
              b.

            	
              For
                purposes of this Section, “Change in Control” means a “change in control
                event” as defined in Treasury Regulation Section
                1.409A-3(i)(5).

            


    

     

    4.
      Sections 4 c. of the 1992 Plan 4 d. of the 1994 Plan are amended by striking
      that portion of the Sections beginning with “If the Company’s shares of Common
      Stock are:...” and ending with “... (3) not traded, the Board or Committee shall
      consider any factor or factors which it believes affects fair market value,
      and
      shall determine fair market value without regard to any restriction other than
      a
      restriction which by its terms will never lapse.” and replacing that stricken
      portion with the following:

     

    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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      Section 3 (Stock Subject to Plan) of the Plans is amended by adding at the
      beginning of the Sections the following:


    Notwithstanding
      the following provisions of this Section 3, the term “Stock” shall mean and
      shall be limited to shares of common stock of the Company that satisfy the
      requirements of Treasury Regulation Section 1.409A-1(b)(5)(iii).

     

    6.
      Notwithstanding anything to the contrary in the Plans, 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.

     

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

    


    
      	
              WORLD ACCEPTANCE CORPORATION

            
	 
	
              By:

            	 
	 
	
              A. Alexander McLean, III, CEO