Exhibit 10.2(c)

CompuCredit Corporation  2004 RESTRICTED STOCK PLAN

ARTICLE I
Purpose of the Plan and Definitions

1.1Purpose. The purpose of this Restricted Stock Plan is to maximize the long-term success of CompuCredit
Corporation (the "Company"), and its affiliates, to ensure a balanced emphasis on both current and long-term performance and to enhance participants' identification with growth in
shareholder value by providing financial incentives to selected members of its and its affiliates' boards of directors, employees, consultants and advisers who are in positions to make significant
contributions toward that success. It is intended that the Company will, through the grant of Restricted Stock, attract and retain (and allow its affiliates to attract and retain) highly qualified and
competent employees and directors and motivate such employees and directors to exert their best efforts on behalf of the Company and its affiliates.

1.2Definitions. Unless the context clearly indicates otherwise, for purposes of this Plan:



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1.3Limitations on Shares Subject to Plan.



1.4Administration of the Plan.



1.5Eligibility for Awards. The Committee shall in accordance with Article II designate from time to time the
directors, employees, consultants and advisers of the Company who are to be granted Restricted Stock.

1.6Effective Date and Duration of Plan. Subject to the approval of the shareholders of the Company at the Company's 2004
annual meeting of its shareholders, the Plan shall become effective on the date of its adoption by the Board of Directors; provided, however, that to the extent that Restricted

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Stock
is granted under the Plan prior to its approval by the shareholders of the Company, the grants of Restricted Stock shall be contingent on approval by the shareholders at such annual meeting.
Unless previously terminated by the Board of Directors, the Plan (but not any grants then outstanding or the terms thereof) shall terminate on the tenth anniversary of its adoption by the Board of
Directors.

ARTICLE II
Restricted Stock Grants

2.1Grant of Restricted Stock. The Committee may from time to time, subject to the provisions of the Plan, grant Restricted
Stock to directors, employees, consultants and advisers of the Company under appropriate Restricted Stock Agreements up to the aggregate number of shares of Common Stock set forth in
Section 1.3(a). Restricted Stock may be granted pursuant to this Plan with no purchase price or may be sold to a Grantee with a purchase price of less than Fair Market Value. The purchase
price, if any, shall be determined by the Committee.

2.2Rights with Respect to Shares. A Grantee to whom a grant is made pursuant to this Plan shall have all the rights of
ownership with respect to such Restricted Stock, including the right to vote the same and receive any dividends paid thereon, subject, however, to the terms, conditions, and restrictions contained in
this Plan and in the applicable Restricted Stock Agreement.

2.3Restricted Stock Requirements.



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ARTICLE III
General Provisions

3.1Adjustment Provisions.



then
the Committee shall, in such manner as it may determine in its sole discretion, appropriately adjust the number and class of shares of Restricted Stock issued or issuable pursuant to the Plan.
Any such adjustments made by the Committee shall be final, conclusive and binding upon all persons, including (but not by way of limitation) the Company, the shareholders and directors of the Company,
and any persons having any interest in any Restricted Stock which may be granted under the Plan.



3.2Additional Conditions. Any shares of Restricted Stock issued or transferred under any provision of the Plan may be issued
or transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee or the Company may impose.

3.3No Rights to Employment; No Rights to Remain a Director. A grant of Restricted Stock shall not confer upon any Grantee
any rights to employment, any rights to remain a director, or any other relationship with the Company (except as set forth herein), including without limitation any right to continue in the employ of
the Company, nor affect (i) the right of the Company to terminate the employment or other relationship of the Grantee with the Company at any time with or without cause or (ii) the right
of the Board of Directors or the Company's stockholders to remove a Grantee from the Board of Directors.

3.4Legal Restrictions. If in the opinion of legal counsel for the Company the issuance or sale of any shares of Restricted
Stock would not be lawful for any reason, including (but not by way of limitation) the inability or failure of the Company to obtain from any governmental authority or regulatory body the authority
deemed necessary by such counsel for such issuance or sale, the Company

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shall
not be obligated to issue or sell any Restricted Stock to a Grantee or any other authorized person unless the Company receives evidence satisfactory to its legal counsel that the issuance and
sale of the shares would not constitute a violation of any applicable securities laws. The Company shall in no event be obligated to take any action which may be required in order to permit, or to
remedy or remove any prohibition or limitation on, the issuance or sale of such shares to any Grantee or other authorized person.

3.5Rights Unaffected. The existence of Restricted Stock shall not affect: the right or power of the Company and its
shareholders to make adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; any issuance of bonds, debentures, preferred or prior
preference stocks affecting the Common Stock or the rights thereof; the dissolution or liquidation of the Company, or sale or transfer of any part of its assets or business; or any other corporate
act, whether of a similar character or otherwise.

3.6Withholding Taxes. As a condition to the grant of Restricted Stock, the Company may in its sole discretion withhold or
require the Grantee to pay or reimburse the Company for any taxes which the Company determines are required to be withheld in connection with the grant of Restricted Stock.

3.7Choice of Law. The validity, interpretation and administration of the Plan and of any rules, regulations, determinations
or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the
State of Georgia. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of
Georgia, without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought or maintained.

3.8Amendment, Suspension and Termination of Plan. The Plan may from time to time be terminated, suspended or amended by the
Board of Directors in such respects as it may deem advisable.

3.9Headings. The headings in this Plan are for convenience only and are not to be used in interpreting the meaning or effect
of any provisions hereof.

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