WORLD
ACCEPTANCE CORPORATION

    2009
SUPPLEMENTAL INCOME PLAN

    (March
1, 2009)

    


    PURPOSE

    


    The
purpose of this 2009 Supplemental Income Plan is to provide deferred
compensation to a select group of management or highly compensated
Employees.  This Plan is intended to comply with the requirements of
Code Section 409A and the regulations and other guidance issued thereunder, as
in effect from time to time.  To the extent a provision of the Plan is
contrary to or fails to address the requirements of Code Section 409A and
related treasury regulations, the Plan shall be construed and administered as
necessary to comply with such requirements to the extent allowed under
applicable Treasury regulations until the Plan is appropriately amended to
comply with such requirements.

    


    This Plan
shall be unfunded for tax purposes and for purposes of Title I of
ERISA.  This Plan is a top hat plan within the meaning of Sections
201(2), 201(a)(3), and 401(a)(1) of ERISA.  As such, this Plan is
subject to limited ERISA reporting and disclosure requirements, and is exempt
from all other ERISA requirements.  Distributions required or
contemplated by this Plan or actions required to be taken under this Plan shall
not be construed as creating a trust or any kind of a fiduciary relationship
between the Company and any Executive, any Executive’s designated Beneficiary,
or any other person.

    


    ARTICLE
I

    TITLE
AND EFFECTIVE DATE

    


    1.1           This
Plan shall be known as the World Acceptance Corporation 2009 Supplemental Income
Plan (“Plan”).

    


    1.2           The
effective date of this Plan is March 1, 2009.

    


    ARTICLE
II

    DEFINITIONS

    


    2.1           “Beneficiary”
means, with respect to an Executive, the person or persons who are designated as
such by an Executive, in his Participation Agreement, to receive payments under
the Plan following the death of the Executive.

    


    2.2           “Board”
means the Board of Directors of World Acceptance Corporation.

    


    2.3           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.

    


    2.4           “Company”
means World Acceptance Corporation, a South Carolina corporation, or any
successor thereto and it subsidiaries.

    


    2.5           “Disability”
means any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months which results in (i) the Executive being unable to
engage in any substantial gainful activity or (ii) the Executive receiving
income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company.  In
addition, the Executive will be deemed disabled if determined to be totally
disabled by the Social Security Administration, or if determined to be disabled
in accordance with a disability insurance program provided the definition of
disability applied under such disability insurance program complies with the
requirements of the preceding sentence.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.6           “Executive”
means any employee who is an officer, who is designated as eligible to
participate in the Plan by the Board and who executes a Participation
Agreement.  Any Executive who is eligible to participate in the Second
Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan
(or a successor to such plan) shall not be eligible to participate in this
Plan.

    


    2.7           “Participation
Agreement” means the agreement executed by the Executive upon being admitted to
the Plan. With respect to each Executive, the Participation Agreement shall be
an integral part of the Plan.

    


    2.8           “Plan”
means the World Acceptance Corporation 2009 Supplemental Income Plan as
described herein and as the same may hereafter from time to time be
amended.

     

    2.9           “Separation
from Service” means the termination of service of the Executive, determined in
accordance with the provisions of Treasury Regulation Section 1.409A-1(h), with
the Company and all of its subsidiaries or affiliates with which the Company
would be considered a single employer under Code Sections 414(b) or (c),
provided that the language “at least 50 percent” is used instead of “at least 80
percent” each place it appears in applying Code Sections 1563(a)(1), (2) and (3)
for purposes of determining a controlled group of corporations under Code
Section 414(b) and in applying Treasury Regulation Section 1.414(c)-2 for
purposes of determining trades or businesses under common control under Code
Section 414(c).

    


    2.10           “Termination
Benefit” means, with respect to each Executive, 45% of such Executive’s monthly
base salary at the time of the Executive’s Separation from Service.

    


    ARTICLE
III

    VESTING
AND PAYMENT OF BENEFITS

    


    3.1           An
Executive who continues to be actively employed shall vest in the Termination
Benefit with respect to each completed year of service following the effective
date of such Executive’s Plan participation, as specified in each Executive’s
Participation Agreement, according to the following vesting
schedule:

     

    
      
        
          
            	
                    Completed Years Following Effective

                    Date of Plan Participation 

                  	 	
                    Percent

                    Vested

                  	 
	
                    1

                  	 	 	20	%
	
                    2

                  	 	 	40	%
	
                    3

                  	 	 	60	%
	
                    4

                  	 	 	80	%
	
                    5

                  	 	 	100	%


          

        

      

    

    


    Notwithstanding
anything in this Section 3.1 to the contrary, if an Executive incurs a voluntary
Separation from Service before becoming 100% vested in his Termination Benefit,
or if an Executive incurs a Separation from Service for reason of malfeasance,
dishonesty, or other similar wrongdoing (even after completing five or less
years of participation in the Plan), neither the Executive nor his Beneficiary
will be vested in any benefits under this Plan. If an Executive’s malfeasance,
dishonesty or other wrongdoing is discovered after payments to the Executive or
his Beneficiary under this Plan have already begun, neither the Executive nor
his Beneficiary will be entitled to receive any further payments under the Plan.
All determinations under this paragraph will be made by the Board in its sole
discretion.


    
      
         


      

      
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    3.2           In
the event of an Executive’s Separation from Service, the Company will make a
series of monthly payments of the Executive’s vested Termination Benefit to the
Executive to the extent such benefit is vested under Section 3.1. Each payment
will be equal to the vested portion of the Executive’s Termination Benefit. The
first such payment shall be made on the first day of the month following the
date of the Executive’s Separation from Service; provided, however, that if the
Executive is a “specified employee” within the meaning of Treasury Regulation
Section 1.409A-1(i) as of his Separation from Service, then the first payment
hereunder shall commence on the date that is six months after the date of the
Executive’s Separation from Service; provided, however, that the payments to
which the Executive would have been entitled during such 6-month period, but for
this paragraph, shall be accumulated and paid to the Executive on the first
(1st) day of the seventh (7th) month following the Executive’s Separation from
Service.  The remaining payments shall be made on the first day of
each succeeding month until 180 total payments have been made. If the Executive
dies before all of the payments due to him have been made, the remaining vested
benefits payable under this Plan shall be made to the Executive’s Beneficiary.
If the Executive’s Beneficiary dies before receiving all the payments due to
him, then the remaining vested benefits payable under this Plan shall be made to
the personal representative of the Beneficiary’s estate.

    


    3.3           If
an Executive dies while employed with the Company or while receiving Company
sponsored long term disability payments, his Beneficiary will receive the
Executive’s vested benefits and payments pursuant to section 3.2.  The
first such payment shall be made on the first day of the month following the
date of the Executive’s death, with remaining vested benefits payable under this
Plan to be made to the Executive’s Beneficiary as described in Section
3.2.

     

    3.4           If,
at the death of the Executive, there is no properly designated living
Beneficiary, or, if the Beneficiary is an entity and such entity is not then in
existence, then any payments due under this Plan shall be made to the
Executive’s estate.

    


    3.5           In
making any payment to or for the benefit of any minor or an incompetent person,
the Board, in its sole and absolute discretion, may make a distribution to a
legal or natural guardian or other relative of a minor or court-appointed
committee of such incompetent. It may also make a payment to any adult with whom
the minor or incompetent temporarily or permanently resides. The receipt by a
guardian, committee, relative or other person shall be a complete discharge of
the Company. Neither the Board nor the Company shall have any responsibility to
see to the proper application of any payments so made.

    


    ARTICLE
IV

    NATURE
OF COMPANY’S OBLIGATION

    


    4.1           The
Company’s obligation to the Executives under this Plan shall be an unfunded and
unsecured promise to pay. The rights of an Executive or Beneficiary under this
Plan shall be solely those of an unsecured general creditor of the Company. The
Company shall not be obligated under any circumstances to set aside or hold
assets to fund its financial obligations under this Plan.

    


    4.2           Any
assets that the Company may set aside, acquire or hold to help cover its
financial liabilities under this Plan are and remain general assets of the
Company subject to the claims of its creditors. The Company does not give, and
the Plan does not give, any beneficial ownership interest in any assets of the
Company to an Executive or Beneficiary. All rights of ownership in any assets
are and remain in the Company. Any general asset used or acquired by the Company
in connection with the liabilities it has assumed under this Plan shall not be
deemed to be held under any trust for the benefit of any Executive or any
Beneficiary, and no general asset shall be considered security for the
performance of the obligations of the Company. Any such asset shall remain a
general, unpledged, and unrestricted asset of the Company.


    
      
         


      

      
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    4.3         The
Company’s liability for payment of benefits shall be determined only under the
provisions of this Plan, as they may be amended from time to time.

    


    ARTICLE
V

    AMENDMENT
AND TERMINATION

    


    5.1         Amendment.  This
Plan may be amended in any way, in whole or in part, at any time, in the
discretion of the Board. However, no amendment of the Plan will have the effect
of reducing an Executive’s Termination Benefit below the amount of such benefit
computed as of the date of amendment.  Notwithstanding the foregoing,
any amendment to the Plan may be made retroactively if necessary, which the
Board deems necessary or proper to bring the Plan into conformity with any law
or governmental regulation relating to this Plan.

    


    5.2         Termination.  This
Plan may be terminated for any reason at any time, in the discretion of the
Board, provided that no termination of the Plan will have the effect of reducing
an Executive’s Termination Benefit below the amount of such benefit computed as
of the date of Plan termination.  In the case of termination of the
Plan, the Executive’s Termination Benefit will be paid within a reasonable time
after such termination if and to the extent permitted under Code Section 409A
and the regulations thereunder.

    


    Notwithstanding
anything to the contrary herein, the Company shall have the right to terminate
this Plan and to accelerate the payment of benefits under the Plan in accordance
with Code Section 409A and related treasury regulations and other guidance
issued under Section 409A in accordance with one of the following:

    


    (1)           the
termination of the Plan within twelve (12) months of a corporate dissolution
taxed under Code Section 331 or with the approval of a bankruptcy court pursuant
to 11 U.S.C. 503(b)(1)(A), as provided in Treasury Regulation Section
1.409A-3(j)(4)(ix)(A); or

    


    (2)           the
termination of the Plan within the thirty (30) days preceding or the twelve (12)
months following a “change in control” (within the meaning of Treasury
Regulation Section 1.409A-3(i)(5)) provided that all substantially similar
arrangements are also terminated, as provided in Treasury Regulation Section
1.409A-3(j)(4)(ix)(B); or

    


    (3)           the
termination of the Plan, provided that the termination does not occur proximate
to a downturn in the financial health of the Company, all arrangements that
would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c)
are terminated, no payments other than payments that would be payable under the
terms of the Plan if the termination had not occurred are made within twelve
(12) months of the Plan termination, all payments are made within twenty-four
(24) months of Plan termination, and no new arrangement that would be aggregated
with the Plan under Treasury Regulation Section 1.409A-1(c) is adopted within
three (3) years following the Plan termination, as provided in Treasury
Regulation Section 1.409A-3(j)(4)(ix)(C); or

    


    (4)           such
other events and conditions as the IRS may prescribe in generally applicable
published or regulatory guidance under Code Section 409A.


    
      
         


      

      
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    ARTICLE
VI

    LIMITATIONS
ON TRANSFER

    


    6.1          Neither
an Executive nor a Beneficiary may in any manner anticipate, alienate, sell,
assign, pledge, encumber or otherwise transfer the right to receive payments
under this Plan. Any attempt to do so will be void. Such rights are not subject
to legal process or levy of any kind.

    


    ARTICLE
VII

    ADMINISTRATION

    


    7.1          The
Board, acting on behalf of the Company, shall have the authority to control and
manage the operation and administration of the Plan except as otherwise
expressly provided in this Plan document.

    


    7.2          The
Board, acting on behalf of the Company, has the discretion (1) to interpret and
construe the terms and provisions of the Plan (including any rules or
regulations adopted under the Plan), (2) to determine eligibility to participate
in the Plan and (3) to make factual determinations in connection with any of the
foregoing. A decision of the Board with respect to any matter pertaining to the
Plan, including without limitation the employees determined to be eligible, the
benefits payable, and the construction or interpretation of any provision
thereof, shall be conclusive and binding upon all interested persons. No Board
member shall participate in any decision of the Board that would directly and
specifically affect the timing or amount of his or her benefits under the
Plan.

    


    ARTICLE
VIII

    CLAIMS
PROCEDURE

    


    8.1         A
person with an interest in the Plan shall have the right to file a claim for
benefits under the Plan and to appeal any denial of a claim for benefits. Any
request for a Plan benefit or to clarify the claimant’s rights to future
benefits under the terms of the Plan shall be considered to be a
claim.

    


    8.2         A
claim for benefits will be considered as having been made when submitted in
writing by the claimant to the Company. No particular form is required for the
claim, but the written claim must identify the name of the claimant and describe
generally the benefit to which the claimant believes he or she is entitled. The
claim may be delivered personally during normal business hours or mailed to the
Company.

    


    8.3         The
Board, acting on behalf of the Company, will determine whether, or to what
extent, the claim may be allowed or denied under the terms of the Plan. If the
claim is wholly or partially denied, the claimant shall be so informed by
written notice within 90 days after the day the claim is submitted unless
special circumstances require an extension of time for processing the claim. If
such an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial 90-day period. Such extension may not exceed an additional 90 days from
the end of the initial 90-day period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Plan expects to render the final decision.

    


    8.4         The
notice informing the claimant that his or her claim has been wholly or partially
denied shall be written in a manner calculated to be understood by the claimant
and shall include:

    


    (1)        The
specific reason(s) for the denial.

    


    (2)        Specific
reference to pertinent Plan provisions on which the denial is
based.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (3)        A
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary.

    


    (4)        Appropriate
information as to the steps to be taken if the claimant wishes to submit his or
her claim for review.

    


    8.5          If
the claim is wholly or partially denied, the claimant (or his or her authorized
representative) may file an appeal of the denied claim with the Board requesting
that the claim be reviewed. The Board shall conduct a full and fair review of
each appealed claim and its denial. Unless the Board notifies the claimant that
due to the nature of the benefit and other attendant circumstances he or she is
entitled to a greater period of time within which to submit his or her request
for review of a denied claim, the claimant shall have 60 days after he or she
(or his or her authorized representative) receives written notice of denial of
his or her claim within which such request must be submitted to the
Board.

    


    8.6          The
request for review of a denied claim must be made in writing. In connection with
making such request, the claimant or his authorized representative may submit
written comments, documents, records, and other information relating to the
claim for benefits, and shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim.  The review shall take
into account all comments, documents, records, and other information submitted
by the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.

    


    8.7          The
decision of the Board regarding the appeal will be given to the claimant in
writing no later than 60 days following receipt of the request for review.
However, if special circumstances (for example, if the Board decides to hold a
hearing on the appeal) require an extension of time for processing, the decision
shall be rendered as soon as possible, but not later than 120 days after receipt
of the request for review. If special circumstances require that a decision will
be made beyond the initial time for furnishing the decision, written notice of
the extension shall be furnished to the claimant (or his authorized
representative) prior to the commencement of the extension.

    


    8.8          Notwithstanding
the foregoing, if a claim for benefits under the Plan is contingent on a
determination by the Board (or its designee) that the Executive suffers from a
Disability, the claimant shall receive a written response to the initial claim
from the Board within 45 days, rather than 90 days.  If special
circumstances require an extension, the Board shall notify the claimant within
the 45-day processing period that additional time is needed.  If the
Board requests additional information so it can process the claim, the claimant
will have at least 45 days in which to provide the
information.  Otherwise, the initial extension cannot exceed 30
days.  If circumstances require further extension, the Board will
again notify the claimant, this time before the end of the initial 30-day
extension.  The notice will state the date a decision can be
expected.  In no event will a decision be postponed beyond an
additional 30 days after the end of the first 30-day extension.  The
claimant may request a review of the Board’s decision regarding the Disability
claim within 180 days, rather than 60 days.  The review must be
conducted by a party different from the party who originally denied the claim,
and the party also cannot be subordinate to the party who originally denied the
claim.  If the original denial of the claim was based on a medical
judgment, the reviewing party must consult with an appropriate health care
professional who was not consulted on the original claim and who is not
subordinate to someone who was  The review must identify the medical
or vocational experts consulted on the original claim.  The claimant
may request, in writing, a list of those medical or vocational
experts.  The claimant will receive notice of the reviewing party’s
final decision regarding the Disability claim within 45 days, rather than 60
days, of the request for review.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    8.9           The
Board may, in its sole discretion, decide to hold a hearing if it determines
that a hearing is necessary or appropriate in order to make a full and fair
review of the appealed claim.

    


    8.10         The
decision on review shall include specific reasons for the decision, written in a
manner calculated to be understood by the claimant, as well as specific
references to the pertinent Plan provisions on which the decision is
based.

    


    8.11         An
Executive or Beneficiary must exhaust his rights to file a claim and to request
a review of the denial of his claim before bringing any civil action to recover
benefits due to him under the terms of the Plan, to enforce his rights under the
terms of the Plan, or to clarify his rights to future benefits under the terms
of the Plan.

    


    ARTICLE
IX

    GENERAL
PROVISIONS

    


    9.1           Nothing
in this Plan shall be deemed to give any person the right to remain in the
employ of the Company or affect the right of the Company to terminate any
Executive’s employment with or without cause.

    


    9.2           Any
amount required to be withheld under applicable Federal, state and local income
tax laws will be withheld and any payment under the Plan will be reduced by the
amount so withheld.

    


    9.3           The
time or schedule of payment of a benefit hereunder may be accelerated upon such
events and conditions as the IRS may permit in generally applicable published
regulatory or other guidance under Code Section 409A, including, without
limitation, payment to a person other than the Executive to the extent necessary
to fulfill the terms of a domestic relations order (as defined in Code Section
414(p)(1)(B)), payment of FICA tax and income tax on wages imposed on any
amounts under this Plan, or payment of the amount required to be included in
income for the Executive as a result of failure of the Plan at any time to meet
the requirements of Code Section 409A with respect to the
Executive.

    


    9.4           The
Company may delay payment of a benefit hereunder upon such events and conditions
as the IRS may permit in generally applicable published regulatory or other
guidance under Code Section 409A, including, without limitation, payments that
the Company reasonably anticipates will be subject to the application of Code
Section 162(m) or will violate Federal securities laws or other applicable law,
provided that any such delayed payment will be made at the earliest date at
which the Company reasonably anticipates that the making of the payment would
not cause such a violation.

    


    9.5       
   This Plan shall be construed and administered in accordance
with the laws of the State of South Carolina to the extent that such laws are
not preempted by federal law.

    


    IN WITNESS WHEREOF, this Plan
document has been executed on behalf of the Company this 29 day of June,
2009.

    


    
      
        	
                WORLD
      ACCEPTANCE CORPORATION

              
	 
      	 
      
	
                By:

              	
                /s/ A.A. McLean

              
	 
      	 
      
	
                Title: 

              	
                Chief Executive
  Officer

              


      

    


    
      
         


      

      
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