WORLD
ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN

    

    
       

      FIFTH
AMENDMENT

    

    
       

      AMENDMENT
FOR THE FINAL 415 REGULATIONS

    

    
       

      ARTICLE
I 

      PREAMBLE

    

    
       

      
        	
                1.1

              	
                Effective date of Amendment.
      This Amendment is effective for limitation years and plan years
      beginning on or after July 1, 2007, except as otherwise provided
      herein.

              


      

    

    
       

      
        	
                1.2

              	
                Superseding of inconsistent
      provisions. This Amendment supersedes the provisions of the Plan to
      the extent those provisions are inconsistent with the provisions of this
      Amendment.

              


      

    

    
       

      
        	
                1.3

              	
                Employer's Election. The
      Employer adopts all Articles of this
Amendment.

              


      

    

    
       

      
        	
                1.4

              	
                Construction. Except as
      otherwise provided in this Amendment, any reference to "Section" in this
      Amendment refers only to sections within this Amendment, and is not a
      reference to the Plan. The Article and Section numbering in this Amendment
      is solely for purposes of this Amendment, and does not relate to any Plan
      article, section or other numbering
  designations.

              


      

    

    
       

      
        	
                1.5

              	
                Effect of restatement of Plan.
      If the Employer restates the Plan, then this Amendment shall remain
      in effect after such restatement unless the provisions in this Amendment
      are restated or otherwise become obsolete (e.g., if the Plan is restated
      onto a plan document which incorporates the final Code §415 Regulation
      provisions).

              


      

    

    
       

      ARTICLE
II EMPLOYER

      ELECTIONS

    

    
       

      
        	
                2.1

              	
                Default Provisions.The
      following defaults shall
apply.

              


      

    

    
       

      
        	
              	
                (a)

              	
                The
      provisions of the Plan setting forth the definition of compensation for
      purposes of Code § 415 (hereinafter referred to as "415 Compensation"), as
      well as compensation for purposes of determining Highly Compensated
      Employees pursuant to Code § 414(q) and for top-heavy purposes under Code
      § 416 (including the determination of Key Employees), shall be modified
      by:

              


      

    

    
       

      
        	
              	
                (1)

              	
                including
      payments for unused sick, vacation or other leave paid after severance of
      employment, unless the current plan Compensation definition specifically
      excludes one or more of these categories. To the extent some but not all
      of these forms of leave payments are currently excluded from plan
      Compensation, only those particular excluded categories shall remain
      excluded for purposes of this Amendment and 415 Compensation shall be the
      same as what the Plan currently provides in this regard (Section
      3.2(b)),

              


      

    

    
       

      
        	
              	
                (2)

              	
                including
      scheduled payments from nonqualified unfunded deferred compensation plans
      paid either before or after severance of employment unless the current
      plan Compensation definition excludes such compensation, then 415
      Compensation shall be the same as what the Plan currently provides in this
      regard (Section 3.2(b)),

              


      

    

    
       

      
        	
              	
                (3)

              	
                excluding
      salary continuation payments for participants in military service unless
      the current plan Compensation definition includes such compensation, then
      415 Compensation shall be the same as what the Plan currently provides in
      this regard (Section 3.2(c)),
and

              


      

    

    
       

      
        	
              	
                (4)

              	
                excluding
      salary continuation payments for disabled participants unless the current
      plan Compensation definition includes such compensation, then 415
      Compensation shall be the same as what the Plan currently provides in this
      regard (Section 3.2(d)).

              


      

    

    
       

      
        	
              	
                b.

              	
                The
      "first few weeks rule" does not apply for purposes of 415 Compensation
      (Section 3.3).

              


      

    

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    


    
      ARTICLE
III FINAL SECTION 415

      REGULATIONS

    

    
       

      
        	
                3.1

              	
                Effective date. The
      provisions of this Article III shall apply to limitation and plan years
      beginning on and after July 1,
2007.

              


      

    

    
       

      
        	
                3.2

              	
                415 Compensation paid after
      severance from employment. 415 Compensation shall be adjusted, as
      set forth herein for the following types of compensation paid after a
      Participant's severance from employment with the Employer maintaining the
      Plan (or any other entity that is treated as the Employer pursuant to Code
      § 414(b), (c), (m) or (o)). However, amounts described in subsections (a)
      and (b) below may only be included in 415 Compensation to the extent such
      amounts are paid by the later of 2 1/2 months after severance from
      employment or by the end of the limitation year that includes the date of
      such severance from employment. Any other payment of compensation paid
      after severance of employment that is not described in the following types
      of compensation is not considered 415 Compensation within the meaning of
      Code § 415(c)(3), even if payment is made within the time period specified
      above.

              


      

    

    
       

      
        	
              	
                (a)

              	
                Regular pay. 415
      Compensation shall include regular pay after severance of employment
      if:

              


      

    

    
       

      (1)   The
payment is regular compensation for services during the participant's regular
working hours, or compensation for services outside the participant's regular
working hours (such as overtime or shift differential), commissions, bonuses, or
other similar payments; and

    

    
       

      (2)   The
payment would have been paid to the participant prior to a severance from
employment if the participant had continued in employment with the
Employer.

    

     

    
      (b)           Leave cashouts and deferred
compensation. Unless otherwise specified in Section 2.1 (a), leave
cashouts shall be included in 415 Compensation if those amounts would have been
included in the definition of 415 Compensation if they were paid prior to the
participant's severance from employment, and the amounts are payment for unused
accrued bona fide sick, vacation, or other leave, but only if the participant
would have been able to use the leave if employment had continued. In addition,
unless otherwise specified in Section 2.1(a) deferred compensation shall be
included in 415 Compensation if the compensation would have been included in the
definition of 415 Compensation if it had been paid prior to the participant's
severance from employment, and the compensation is received pursuant to a
nonqualified unfunded deferred compensation plan, but only if the payment would
have been paid at the same time if the participant had continued in employment
with the Employer and only to the extent that the payment is includible in the
participant's gross income.

    

    
       

      (c)           Salary continuation payments for
military service participants. Unless otherwise specified in Section
2.1(a), 415 Compensation does not include payments to an individual who does not
currently perform services for the Employer by reason of qualified military
service (as that term is used in Code § 414(u)(1)) to the extent those payments
do not exceed the amounts the individual would have received if the individual
had continued to perform services for the Employer rather than entering
qualified military service.

    

    
       

      (d)           Salary continuation payments for
disabled Participants. Unless otherwise specified in Section 2.1(a), 415
Compensation does not include compensation paid to a participant who is
permanently and totally disabled (as defined in Code § 22(e)(3)). This provision
shall apply to all participants.

    

     

    
      
        	
                3.3

              	
                Administrative delay ("the
      first few weeks") rule. 415 Compensation for a limitation year
      shall not include amounts earned but not paid during the limitation year
      solely because of the timing of pay periods and pay
  dates.

              


      

    

    
       

      
        	
                3.4

              	
                Inclusion of certain
      nonqualified deferred compensation amounts. If the Plan's
      definition of Compensation for purposes of Code § 415 is the definition in
      Regulation Section 1.415(c)-2(b) (Regulation Section 1.415-2(d)(2) under
      the Regulations in effect for limitation years beginning prior to July 1,
      2007) and the simplified compensation definition of Regulation
      1.415(c)-2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations
      in effect for limitation years prior to July 1, 2007) is not used, then
      415 Compensation shall include amounts that are includible in the gross
      income of a Participant under the rules of Code § 409A or Code §
      457(f)(1)(A) or because the amounts are constructively received by the
      Participant. (Note if the Plan's definition of Compensation is W-2 wages
      or wages for withholding purposes, then these amounts are already included
      in Compensation.)

              


      

    

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    


    
      
        	
                3.5

              	
                Definition of annual additions.
      The Plan's definition of "annual additions" is modified as
      follows:

              


      

    

    
       

      (a)           Restorative payments. Annual
additions for purposes of Code § 415 shall not include restorative payments. A
restorative payment is a payment made to restore losses to a Plan resulting from
actions by a fiduciary for which there is reasonable risk of liability for
breach of a fiduciary duty under ERISA or under other applicable federal or
state law, where participants who are similarly situated are treated similarly
with respect to the payments. Generally, payments are restorative payments only
if the payments are made in order to restore some or all of the plan's losses
due to an action (or a failure to act) that creates a reasonable risk of
liability for such a breach of fiduciary duty (other than a breach of fiduciary
duty arising from failure to remit contributions to the Plan). This includes
payments to a plan made pursuant to a Department of Labor order, the Department
of Labor's Voluntary Fiduciary Correction Program, or a court-approved
settlement, to restore losses to a qualified defined contribution plan on
account of the breach of fiduciary duty (other than a breach of fiduciary duty
arising from failure to remit contributions to the Plan). Payments made to the
Plan to make up for losses due merely to market fluctuations and other payments
that are not made on account of a reasonable risk of liability for breach of a
fiduciary duty under ERISA are not restorative payments and generally constitute
contributions that are considered annual additions.

    

    
       

      (b)           Other Amounts. Annual
additions for purposes of Code § 415 shall not include: (1) The direct transfer
of a benefit or employee contributions from a qualified plan to this Plan; (2)
Rollover contributions (as described in Code §§ 401(a)(31), 402(c)(1),
403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made
to a participant from the Plan; and (4) Repayments of amounts described in Code
§ 411 (a)(7)(B) (in accordance with Code § 411 (a)(7)(C)) and Code § 411
(a)(3)(D) or repayment of contributions to a governmental plan (as defined in
Code § 414(d)) as described in Code § 415(k)(3), as well as Employer
restorations of benefits that are required pursuant to such
repayments.

    

    
       

      (c)           Date of tax-exempt Employer
contributions. Notwithstanding anything in the Plan to the contrary, in
the case of an Employer that is exempt from Federal income tax (including a
governmental employer), Employer contributions are treated as credited to a
participant's account for a particular limitation year only if the contributions
are actually made to the plan no later than the 15th day of the tenth calendar
month following the end of the calendar year or fiscal year (as applicable,
depending on the basis on which the employer keeps its books) with or within
which the particular limitation year ends.

    

     

    
      
        	
                3.6

              	
                Change of limitation year.
      The limitation year may only be changed by a Plan amendment.
      Furthermore, if the Plan is terminated effective as of a date other than
      the last day of the Plan's limitation year, then the Plan is treated as if
      the Plan had been amended to change its limitation
  year.

              


      

    

    
       

      
        	
                3.7

              	
                Excess Annual Additions.
      Notwithstanding any provision of the Plan to the contrary, if the
      annual additions (within the meaning of Code § 415) are exceeded for any
      participant, then the Plan may only correct such excess in accordance with
      the Employee Plans Compliance Resolution System (EPCRS) as set forth in
      Revenue Procedure 2006-27 or any superseding guidance, including, but not
      limited to, the preamble of the final §415
  regulations.

              


      

    

    
       

      
        	
                3.8

              	
                Aggregation and Disaggregation
      of Plans.

              


      

    

    
       

      (a)         For
purposes of applying the limitations of Code § 415, all defined contribution
plans (without regard to whether a plan has been terminated) ever maintained by
the Employer (or a "predecessor employer") under which the participant receives
annual additions are treated as one defined contribution plan. The "Employer"
means the Employer that adopts this Plan and all members of a controlled group
or an affiliated service group that includes the Employer (within the meaning of
Code §§ 414(b), (c), (m) or (o)), except that for purposes of this Section, the
determination shall be made by applying Code § 415(h), and shall take into
account tax-exempt organizations under Regulation Section 1.414(c)-5, as
modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this
Section:

    

    
       

      (1)   A
former Employer is a "predecessor employer" with respect to a participant in a
plan maintained by an Employer if the Employer maintains a plan under which the
participant had accrued a benefit while performing services for the former
Employer, but only if that benefit is provided under the plan maintained by the
Employer. For this purpose, the formerly affiliated plan rules in Regulation
Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer
constituted a single employer under the rules described in Regulation Section
1.415(a)-1(f)(1)and (2) immediately prior to the cessation of affiliation (and
as if they constituted two, unrelated employers under the rules described in
Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of
affiliation) and cessation of affiliation was the event that gives rise to the
predecessor employer relationship, such as a transfer of benefits or plan
sponsorship.

    

    
       

      (2)   With
respect to an Employer of a participant, a former entity that antedates the
Employer is a "predecessor employer" with respect to the participant if, under
the facts and circumstances, the employer constitutes a continuation of all or a
portion of the trade or business of the former entity.

    

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    


    
      (b)            Break-up of an affiliate employer or
an affiliated service group. For purposes of aggregating plans for Code §
415, a "formerly affiliated plan" of an employer is taken into account for
purposes of applying the Code § 415 limitations to the employer, but the
formerly affiliated plan is treated as if it had terminated immediately prior to
the "cessation of affiliation." For purposes of this paragraph, a "formerly
affiliated plan" of an employer is a plan that, immediately prior to the
cessation of affiliation, was actually maintained by one or more of the entities
that constitute the employer (as determined under the employer affiliation rules
described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after
the cessation of affiliation, is not actually maintained by any of the entities
that constitute the employer (as determined under the employer affiliation rules
described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this
paragraph, a "cessation of affiliation" means the event that causes an entity to
no longer be aggregated with one or more other entities as a single employer
under the employer affiliation rules described in Regulation Section
1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled
group), or that causes a plan to not actually be maintained by any of the
entities that constitute the employer under the employer affiliation rules of
Regulation Section 1.415(a)- 1(f)(1) and (2) (such as a transfer of plan
sponsorship outside of a controlled group).

    

    
       

      (c)            Midyear Aggregation. Two or
more defined contribution plans that are not required to be aggregated pursuant
to Code § 415(f) and the Regulations thereunder as of the first day of a
limitation year do not fail to satisfy the requirements of Code § 415 with
respect to a participant for the limitation year merely because they are
aggregated later in that limitation year, provided that no annual additions are
credited to the participant's account after the date on which the plans are
required to be aggregated.

    

    
      


       

       
This Amendment has
been                                                      day
of

    

    
      executed
this                                                                10th                             
November                      ,           2008           

    

    
       

      WORLD
ACCEPTANCE CORPORATION

    

    
      

        
          	
                  By:

                	
                  /s/ A. A. McLean III

                	 
      
	 
      	
                  EMPLOYER