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  Exhibit 10.20(b)    
    

 






	
	


 


 

 



 

  
 

  Non-Employee Directors—Compensatory Arrangements and Stock Ownership Guidelines    
    


A.    Compensatory Arrangements  


        The following compensatory arrangements for directors of Advance America, Cash Advance Centers, Inc. (the "Company") shall become effective as of
January 1, 2012. For purposes of these arrangements, the term "non-employee director" shall mean any director, other than the Chairman of the Board, who is not a
full-time employee of the Company. 


        As
of January 1, 2012, each non-employee director shall be entitled to the following: 



	1.
	An
annual cash retainer(1) of $60,000 for Board service.



	2.
	An
annual cash payment of $25,000 on April 1st of each year.



	3.
	Additional
annual cash retainer(1) for Board committee service as follows: 



 






					
	Position



 
	 	Amount 	 
	 Chair of the Audit Committee
	 	$	24,000	 
	 Other Members of the Audit Committee
	 	$	12,000	 
	 Chair of the Compensation Committee
	 	$	20,000	 
	 Other Members of the Compensation Committee
	 	$	10,000	 
	 Chair of the Industry Relations Committee
	 	$	20,000	 
	 Other Members of the Industry Relations Committee
	 	$	10,000	 
	 Chair of the Nominating and Corporate Governance Committee
	 	$	10,000	 
	 Other Members of the Nominating and Corporate Governance Committee
	 	$	5,000	 




 

 
	4.
	For
each non-employee director who first joins the Board on or after January 1, 2011, an initial grant of $30,000 of the Company's common
stock ("Initial Equity Grant"), effective as of the date on which such non-employee director first joins the Board.(2) 



   

   


 

 	(1)
	All
cash retainer fees shall be paid quarterly in advance at the beginning of each quarter. Non-employee directors may voluntarily elect to be
paid all or a portion of Board/Committee retainers in the Company's common stock, in which case the number of shares to be issued will be based upon the closing price of the Company's common stock on
the New York Stock Exchange (or other applicable exchange or quotation system) on the last day of the applicable quarter, or the next trading day if the Company's common stock is not traded on the
last date of the quarter; provided, however, that the Company will not issue fractional shares. Shares of common stock issued in lieu of cash retainers
will be issued in the month immediately succeeding the end of the quarter. Example: If the non-employee director elects to receive $22,000
in quarterly retainers in the Company's common stock and the closing price of the Company's common stock on the last day of the quarter is $7.00 per share, the non-employee director would
receive 3,142 shares of the Company's common stock ($22,000 divided by $7.00 per share = 3,142.86 shares, with any and all fractional shares disregarded).



	(2)
	The
Initial Equity Grant shall vest over three equal annual installments beginning on the first anniversary of the date of grant. The number of shares to be
issued shall be based upon the closing price of the Company's common stock on the New York Stock Exchange (or other applicable exchange or quotation system) on the date of the
non-employee's initial appointment or election to the Board (the "Appointment Date"), or the next trading day if the Company's common stock is not traded on the Appointment Date;  provided, however, that
the Company will not issue fractional shares of the Company's common stock. See  Example in footnote 1. 








	5.
	$1,000
per meeting for each meeting of a special committee authorized by the Company's Board of Directors. 




B.    Stock Ownership Guidelines  



	1.
	Guidelines.    The Board of Directors believes that non-employee directors should own
and hold common stock of the Company to further align their interests and actions with the interests of the Company's stockholders. Under the Company's Stock Ownership Guidelines,
non-employee directors will be required to own at least 30,000 shares or $100,000 worth of the Company's common stock effective as of the later of: (i) December 31, 2015; or
(ii) the end of the fifth full year after the non-employee director was first elected or appointed to the Company's Board of Directors. In the case of a stock split, reverse stock
split, stock dividend or other similar change in the Company's capitalization, the Nominating and Corporate Governance Committee will evaluate whether to adjust the Stock Ownership Guidelines.



	2.
	Eligible Stock.    Stock that counts toward the satisfaction of these Stock Ownership Guidelines
includes: (i) stock acquired pursuant to the Company's 2004 Omnibus Equity Plan; (ii) stock purchased in an open market or private transaction; and (iii) stock beneficially owned
in a trust, by a spouse and/or minor children.



	3.
	Exceptions.    There may be instances where these Stock Ownership Guidelines would place a severe
hardship on a non-employee director. In such instances, the Nominating and Corporate Governance Committee will make the final decision as to developing an alternative stock ownership
guideline for the non-employee director that reflects both the intention of these Stock Ownership Guidelines and the personal circumstances of the non-employee director. 
















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Exhibit 10.20(b)


Non-Employee Directors—Compensatory Arrangements and Stock Ownership Guidelines