UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

AMERICREDIT CORP.
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear AmeriCredit Shareholder:

        On Thursday,Tuesday, October 25, 2007,28, 2008, AmeriCredit Corp. will hold its 20072008 Annual Meeting of Shareholders at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas 76102. The meeting will begin at 10:00 a.m.

        Only shareholders who owned stock at the close of business on Monday,Friday, August 27, 200729, 2008 can vote at this meeting or any adjournments that may take place. At the meeting we will:

1.

Elect threefour members of the Board of DirectorsDirectors; three to serve for termsa term expiring in 2010;2011 and one to serve for a term expiring in 2009;



2.

Consider and vote upon the proposal to amend AmeriCredit's Articles of Incorporation to increase the authorized number of shares of Common Stock from 230,000,000 to 350,000,000;



3.

Consider and vote upon the adoption of the 2008 Omnibus Incentive Plan for AmeriCredit Corp.;



4.

Consider and vote upon a proposal to amend the AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") to increase the number of shares of Common Stock reserved under the Purchase Plan from 5,000,000 to 8,000,000;



5.

Ratify the appointment by AmeriCredit's Audit Committee of the independent registered public accounting firm for fiscal 2008;2009; and



3.6.

Attend to other business properly presented at the meeting.

        At the meeting, we will also report on AmeriCredit's fiscal 20072008 business results and other matters of interest to shareholders.

        The approximate date of mailing for the Proxy Statement, proxy card and AmeriCredit's 2007 Annual ReportYour vote is September 21, 2007.

        We hope you can attend the Annual Meeting.important to us. Whether or not you canplan to attend pleasereadthe enclosedmeeting in person, please cast your vote, as instructed in the Notice Regarding Availability of Proxy Statement. When you have done so, pleasemark your votes on the enclosedMaterials or proxy card,sign over the Internet or by telephone or by mail, as promptly as possible. We urge you to vote early using one of these methods if you do not expect to attend. You can still attend the meeting and datevote in person if you choose. the proxy card, andreturn it

        We have provided this Proxy Statement to us in the enclosed envelope. Your vote is important, so please returnprovide background information for you to use when casting your proxy card promptly.vote.

AMERICREDIT CORP.
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102

PROXY STATEMENT
FOR 2008 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 25, 200728, 2008

SOLICITATION AND REVOCABILITY OF PROXIESGENERAL INFORMATION

Date, Time, Place and Purpose of Meeting

        The 2008 Annual Meeting of Shareholders of AmeriCredit Corp. (the "Annual Meeting") will be held on Tuesday, October 28, 2008, at 10:00 a.m., Central Daylight Time, at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas 76102. The purposes of the Annual Meeting are set forth in the Notice of 2008 Annual Meeting of Shareholders (the "Notice") to which this Proxy Statement is attached. AmeriCredit Corp. is referred to as "AmeriCredit" or the "Company" in this Proxy Statement.

Internet Availability of Proxy Materials

        Under rules recently adopted by the Securities and Exchange Commission ("SEC"), the Company is now primarily furnishing proxy materials to our shareholders on the Internet, rather than mailing paper copies of the materials (including the Annual Report on Form 10-K for fiscal 2008) to each shareholder. If you received only a Notice Regarding the Availability of Proxy Materials (the "e-Proxy Notice") by mail or email, you will not receive a paper copy of these proxy materials unless you request one. Instead, the e-Proxy Notice will instruct you as to how you may access and review the proxy materials on the Internet. The e-Proxy Notice will also instruct you as to how you may access your proxy card to vote over the Internet. If you received an e-Proxy Notice by mail or email and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the e-Proxy Notice.

        We anticipate that the e-Proxy Notice will be mailed to our shareholders on or about September 15, 2008, and will be sent by email to our shareholders who have opted for such means of delivery on or about September 17, 2008. All shareholders who have previously expressed a specific request to receive paper copes of proxy materials will receive a copy of the proxy materials by mail beginning on or about September 18, 2008.

Voting and Revocability of Proxies

        Shareholders of record may vote:

•

Via the Internet atwww.proxyvote.com;



•

By telephone (within the U.S. or Canada) toll-free at1-800-690-6903;



•

By signing and returning the enclosed proxy card; or



•

By attending the Annual Meeting and voting in person.

        If voting by Internet or telephone, you must do so before 11:59 p.m., Eastern Daylight Time, on Monday, October 27, 2008. After that time, Internet and telephone voting will not be permitted, and a shareholder wishing to vote, or revoke an earlier proxy, must submit a signed proxy card or vote in person.

firms, from 1979 to 1999. Mr. Clay has also served 12 years as a public accountant, first with Ernst & Ernst and later as a partner with Rylander, Clay & Opitz. Mr. Clay is a certified public accountant and has authored several accounting articles and financial publications.

JUSTIN R. WHEELER, 36, has been a director since March 2008. Mr. Wheeler joined Leucadia National Corporation ("Leucadia") in 2000. Currently, Mr. Wheeler is President of the Asset Management Group and a Vice President of Leucadia and has been in such positions since 2000. Leucadia is a publicly held diversified holding company engaged in a variety of businesses, including manufacturing, telecommunications, property management and services, gaming entertainment, real estate activities, medical product development and winery operations. Mr. Wheeler is also a director of International Assets Holding Corporation, a publicly held financial services firm focused on select international markets.

NOMINEE FOR TERM EXPIRING IN 2009:

IAN M. CUMMING, 68, has been a director since March 2008. Mr. Cumming has served as a director and Chairman of the Board of Leucadia since June 1978. In addition, Mr. Cumming is Chairman of the Board of The FINOVA Group Inc., a middle market lender. Mr. Cumming is also a director of Skywest, Inc., a Utah-based regional air carrier, HomeFed Corporation, a publicly held real estate development company, and Jefferies Group, Inc., a publicly held full service global investment bank and institutional securities firm serving companies and other investors. Mr. Cumming is an alternate director of Fortescue Metals Group Ltd, an Australian public company that is engaged in the mining of iron ore.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

CONTINUING DIRECTORS—CLASS I—Terms Expiring in 2009:

        DANIEL E. BERCE, 53,54, has been a director since 1990. Mr. Berce has been President and Chief Executive Officer since August 2005. Mr. Berce served as President from April 2003 until August 2005. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. Mr. Berce is also a director of AZZ incorporated, a publicly held company that manufactures specialty electrical equipment and provides galvanizing services to the steel fabrication industry, and Cash America.America International, Inc. ("Cash America"), a publicly held company that provides specialty financial services to consumers.

        JAMES H. GREER,, 80,81, has been a director since 1990. Mr. Greer is Chairman of the Board of Greer Capital Corporation as well as Chairman of two companies involved in real estate and commercial real estate development and management. From 1985 to 2001, Mr. Greer served as Chairman of the Board of Shelton W. Greer Co., Inc., which engineers, manufactures, fabricates and installs building specialty products, and as Chairman of the Board of Vermiculite Products, Inc. Mr. Greer served as a director of Service Corporation International for 27 years, retiring from that position in 2005. Mr. Greer has 30 years of experience as a director with five different banking institutions.

CONTINUING DIRECTORS—CLASS II—Terms Expiring in 2010:

A.R. DIKE, 72, has been a director since 1998. Mr. Dike is the President and Chief Executive Officer of The Dike Company, Inc., a private insurance agency, and has been in such position since July 1999. Prior to July 1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas, and was in such position for more than five years. Mr. Dike previously served as a director for several insurance companies. Mr. Dike served as a director of JPMorgan Chase Bank of Tarrant County and its predecessor banks from 1977 though 1988 and currently serves as an advisory director. Mr. Dike is also a director of Cash America.

DOUGLAS K. HIGGINS, 58, has been a director since 1996. Mr. Higgins is a private investor and owner of Higgins & Associates and has been in such position since July 1994. Mr. Higgins served as the President and Chief Executive Officer of H&M Food Systems Company, Inc. from 1983 through 1994.

KENNETH H. JONES, JR., 73, has been a director since 1988. Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital Corporation ("KBK") (now known as Marquette Commercial Finance, Inc.), a non-bank commercial finance company, in December 1999. Mr. Jones had been Vice Chairman of KBK since January 1995. Prior to January 1995, Mr. Jones was a shareholder in the Decker, Jones, McMackin, McClane, Hall & Bates, P.C. law firm in Fort Worth, Texas, and was with such firm and its predecessor or otherwise involved in the private practice of law in Fort Worth, Texas for more than five years.

Board Committees and Meetings

        Standing committees of the Board include the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Audit Committee

        As enumerated more fully in its charter, which may be accessed on the Company's website atwww.americredit.com and is available in print to any shareholder requesting it, the Audit Committee's principal responsibilities consist of the following:

•

Review and discuss with management and the independent registered public accounting firm the quarterly and annual financial statements, including disclosures made in management's discussion and analysis.



•

Review and discuss with management and the independent registered public accounting firm the effect of any major changes to the Company's accounting principles and practices, as well as the impact of any regulatory and accounting initiatives on the Company's financial statements.



•

Review and discuss with management and the independent registered public accounting firm the effectiveness of management's internal controls over the Company's financial reporting process.



•

Oversee and review the performance of the Company's internal audit function.



•

Review the qualifications, independence and performance of the independent registered public accounting firm annually and appoint or re-appoint the independent registered public accounting firm.



•

Review and discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.



•

Review and discuss summary reports from the Company's compliance hotline, a toll-free number available to Company employees to make anonymous reports of any complaints or issues regarding the Company's financial statements or accounting policies.

        The Board has affirmatively determined that (i) all members of the Audit Committee are independent under the rules of the New York Stock Exchange and the Board's Corporate Governance Guidelines, (ii) all members of the Audit Committee are financially literate, as the Board interpreted such qualifications in its business judgment and (iii) Mr. Clay qualifies as an audit committee financial expert as defined in Item 401 of Regulation S-K under the Securities Exchange Act of 1934, as amended. Members consist of Messrs. Clay, Dike, Greer and Jones. In fiscal 2007,2008, the Audit Committee met sixfour times and, pursuant to the authority delegated to him by the Audit Committee, Mr. Jones, Chairman of the Audit Committee, met with the Company's independent registered public accounting firm several additional times. The "Report of the Audit Committee" is contained in this Proxy Statement beginning on page 33.46. No Audit Committee member serves on the Audit Committee of more than three public companies.

Compensation Committee

        As enumerated more fully in its charter, which may be accessed on the Company's website atwww.americredit.com and is available in print to any shareholder requesting it, the Compensation Committee's principal responsibilities consist of the following:

•

Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of these established goals and objectives and set the CEO's annual compensation, including salary, bonus, incentive and equity compensation.



•

Oversee and evaluate, based on input and recommendations from the CEO, the performance of and compensation structure (including salary, bonus and equity compensation) for the members of the Company's executive management team.



•

Administer the Company's employee stock option and other stock-basedequity-based compensation plans and grant stock-basedequity-based awards and amend and terminate stock options and other stock-basedequity-based compensation plans.



•

Retain and terminate compensation consultants to evaluate the compensation of officers.

        The Board has affirmatively determined that all members of the Compensation Committee are independent under the rules of the Securities Exchange Act of 1934, as amended, the New York Stock Exchange, the Internal Revenue Code of 1986, as amended, and the Board's Corporate Governance Guidelines. Members consist of Messrs. Clay, Greer, Higgins and Jones. In fiscal 2007,2008, the Compensation Committee met fivetwo times. The "Compensation Committee Report" is contained in this Proxy Statement on page 19.22.

Nominating and Corporate Governance Committee

        As enumerated more fully in its charter, which may be accessed on the Company's website atwww.americredit.com and is available in print to any shareholder requesting it, the Nominating and Corporate Governance Committee's principal responsibilities consist of the following:

•

Regularly review, monitor and, as appropriate, update the Corporate Governance Guidelines.



•

Develop qualification standards for Board membership.



•

Identify and recruit new candidates for the Board, develop a re-nomination review process for current Board members and develop a process to review director nominees received from shareholders.



•

Recommend director nominees to the Board for approval, who, if approved, will stand for election by the shareholders at the Annual Meeting.



•

Make recommendations to the Board with respect to committee assignments for Board members, including the chairmanships of the committees.

•

Develop and lead an annual process for self-assessment of the Board as a whole and for the committees.



•

Oversee CEO and executive succession planning at the Company, including the development of both short-term (i.e., emergency) succession plans and long-term succession plans, including leadership development planning.



•

Develop and regularly review a program for the orientation of new Board members, in conjunction with the Chairman of the Board, so that they can quickly become sufficiently knowledgeable about the Company to contribute meaningfully to Board discussions and decision-making.



•

Make recommendations to the Board with respect to directors' compensation and to regularly review and, as appropriate, recommend revisions to directors' compensation.

        The Board has affirmatively determined that all members of the Nominating and Corporate Governance Committee are independent under the rules of the New York Stock Exchange and the Board's Corporate Governance Guidelines. In fiscal 2007,2008, the Nominating and Corporate Governance Committee met three times. Members consist of Messrs. Dike, Greer, Higgins and Jones. Mr. Dike, as Chairman of this Committee, led the executive sessions of the independent directors held during every Board meeting.

        The Board of Directors held five regularly scheduled meetings and two special meetings during the fiscal year ended June 30, 2007.2008. Various matters were also approved during the last fiscal year by unanimous written consent of the Board of Directors. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board on which such director served.

Director Compensation

        The following table sets forth director compensation for fiscal 2007.2008. The table and following discussion apply to directors who are not employees (outside directors). Employees who are directors (namely, Messrs. Morris and Berce) do not receive director fees or participate in director compensation. As stated in the footnotes to the following table, the amounts in the option awards column are based upon expenses recognized for financial reporting purposes in fiscal 2008 and do not represent the fair market value of the stock options or any actual income derived from such stock options.

(1)

All outside directors receiveIn fiscal 2008, Messrs. Clay, Dike, Greer, Higgins and Jones received a $24,000 annual Board of Director retainer fee. The Audit Committee Chairman receivesreceived a $4,000 annual retainer fee, and the Compensation Committee Chairman and Nominating and Corporate Governance Committee Chairman each receivereceived $3,000 annual retainer fees. In addition to the annual retainer, all outside

directors receivereceived $4,000 for each Board meeting attended and receivereceived $1,500 for each Committee meeting attended.

(2)

The stock awards column sets forth the dollar amounts recognized in fiscal 2008 for financial statement reporting purposes for restricted stock units ("RSUs") with respect to fiscal 2007 in accordance with FAS 123R. During fiscal 2007, the outside directors2008, Messrs. Clay, Dike, Greer, Higgins and Jones have not realized any financial benefit from these awards. The assumptions made for the valuations of the awards are set forth in footnotes 1 and 14 to the consolidated financial statements included in the Company's 2007 Annual Report. Under the Non-Employee Director Compensation Plan for Fiscal 2007,2008, all outside directors receive,received, on the date of the 2007 Annual Meeting of Shareholders, a long-term incentive equity award with a grant date

equity value of approximately $175,000. In fiscal 2007,2008, the equity granted was in the form of RSUs. The number of RSUs granted is determined by dividing the closing stock price on the grant date into the equity value and rounded up to the nearest 100. Accordingly, each outside director received 6,70012,100 RSUs based on the closing price of the Company's Common Stock on October 25, 2006.2007 of $14.56 per share. The grant was 50 percent vested on October 25, 20062007 and the remaining 50 percent vested on April 25, 2007.2008. The Common Stock to be issued in connection with the RSUs will be distributed upon the earliest to occur of (1) the board members' death, disability or separation from the board, (2) a change of control event, or (3) October 25, 2011.

(3)(4)

The amounts represent the incremental cost of personal use of Company aircraft to the extent not reimbursed by the outside director to the Company. The cost includes the average cost of fuel used, direct costs incurred (such as flight planning services, pilot expenses and food) and an hourly charge for maintenance of the engines and airframe. The outside directors are entitled to certain hours of use of the Company's aircraft for personal reasons in accordance with the Company's usage policy approved by the Board of Directors and pursuant to a signed dry lease agreement which is governed

by FAA regulations. For each flight in excess of the allocated personal use flight hours, the outside directors are required to reimburse the Company for operating costs associated with personal aircraft usage which are based on an hourly rate and include estimates for costs that are specifically defined by the FAA regulations pursuant to dry lease agreements. Personal use is treated as taxable compensation to the outside director to the extent the Internal Revenue Service valuation of the personal aircraft usage exceeds the payments pursuant to the dry lease agreement.

(4)(5)

Consists of $24,000 of annual retainer fees and $70,000 of meeting fees.

(5)

Consists of $27,000 of annual retainer fees and $71,500$37,000 of meeting fees.

(6)

Consists of $24,000 of annual retainer fees and $76,000$8,000 of meeting fees.

(7)

Consists of $27,000 of annual retainer fees and $67,000$38,500 of meeting fees.

(8)

Consists of $24,000 of annual retainer fees and $41,500 of meeting fees.

(9)

Consists of $27,000 of annual retainer fees and $35,500 of meeting fees.

(10)

Consists of $28,000 of annual retainer fees and $80,000$41,500 of meeting fees.

(11)

Consists of $8,000 of meeting fees.

Director Stock Ownership Guidelines

        On April 27, 2004, the Board of Directors adopted stock ownership guidelines for each director as described in the Corporate Governance Guidelines. Each director is expected to own stock in the Company having a value that, by the third anniversary of the later of the adoption of the Corporate Governance Guidelines or his or her election to the Board, equals twice the director's annual retainer then in effect. Presently, all of the directors own more than the minimum number of shares necessary to comply with the director stock ownership guidelines. Messrs. Cumming and Wheeler were elected to the Board of Directors on March 4, 2008, and accordingly, Messrs. Cumming and Wheeler have until March 4, 2011 to own the requisite number of shares.

Corporate Governance

        The Board of Directors has adopted a Code of Business Conduct and Ethics to govern the conduct of all of the officers, directors and employees of the Company. The Board has also adopted Corporate Governance Guidelines, which detail the functions, activities and administration of the Board and its Committees. The Board has also adopted a Code of Ethical Conduct for Senior Financial Officers to govern the conduct of its senior financial officers. The Board has adopted charters for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Code of Business Conduct and Ethics, Corporate Governance Guidelines, Code of Ethical Conduct for Senior Financial Officers and the Committee charters can be accessed on the Company's website atwww.americredit.com and are available in print to any shareholder who requests them.

        The Company has a Disclosure Committee, comprised of senior executives, to design, establish and maintain the Company's internal controls and other procedures with respect to the preparation of periodic reports filed with the Securities and Exchange Commission (the "SEC"),SEC, earnings releases and other

written information that the Company will disclose to the investment community ("Disclosure Documents"). The Disclosure Committee evaluates the effectiveness of the Company's disclosure controls and procedures on a regular basis and maintains written records of the disclosure controls and procedures followed in connection with the preparation of Disclosure Documents.

Director Independence

        The Board of Directors has determined that, with the exception of Messrs. Morris and Berce, all of its directors, including all of the members of the Audit, Compensation and Nominating and Corporate Governance Committees, are "independent" as defined by the listing standards of the New York Stock Exchange currently in effect and all applicable rules and regulations of the SEC. Messrs. Morris and Berce are not independent because of the following:

•

        –    Mr. Morris is Chairman of the Board of the Company.



•

        –    Mr. Berce is President and Chief Executive Officer of the Company.

No director is deemed independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, shareholder or partner of an organization that has a relationship with the Company. In making its determination, the Board observes the criteria for independence established by the rules of the SEC and the New York Stock Exchange. In addition, the Board considers all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company.

Procedures for Contacting Directors

        Shareholders and other interested parties who wish to communicate with the Board, including the presiding director of the non-management directors as a group, may do so by writing to AmeriCredit Corp., Board of Directors (or Chairman of the Nominating and Corporate Governance Committee, committee name or director's name, as appropriate), 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The non-management directors have established procedures for the handling of communications from shareholders and other interested parties and have directed the Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees are to be forwarded to the Chairman of the Nominating and Corporate Governance Committee. Communications that relate to matters that are within the responsibility of one of the Committees are also to be forwarded to the Chairman of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board's responsibilities are to be sent to the appropriate officer within the Company for review and investigation as appropriate. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any non-management director who wishes to review them.

Director Nomination Process

        In exploring potential candidates for directors, the Nominating and Corporate Governance Committee considers individuals recommended by members of the Nominating and Corporate Governance Committee, other directors, members of management and shareholders. The Committee is advised of all nominations that are submitted to the Company and determines whether it will further consider the candidates using the criteria described below.

        In determining the qualifications for members of the Board of Directors, the Nominating and Corporate Governance Committee will consider the following characteristics, as outlined in the Board's Corporate Governance Guidelines:

Integrity and Accountability—Character is the primary consideration in nominating and evaluating an AmeriCredit Board member. Directors should demonstrate high ethical standards and integrity in their business and personal dealings, and be willing to act on, and remain accountable for their boardroom decisions.

Informed Judgment—Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues. Directors should possess a high degree of intelligence, demonstrate prudent judgment and an awareness of the impact of their decisions on shareholders and other stakeholders.

Financial Literacy—Directors should possess the ability to read and understand a balance sheet, income statement and cash flow statement and understand the use of financial ratios and other indices of financial performance.

Mature Confidence—Directors should have the ability to work effectively as part of a team, valuing Board and team performance over individual performance. Openness to other opinions and willingness to listen are as important as the ability to communicate persuasively. Board members should work with each other responsibly, assertively and supportively and raise tough questions in a manner that encourages open discussion. The working relationship between members of the Board and between the Board and management should be characterized by mutual respect.

Innovation—Directors should have the ability to provide counsel to management in developing creative solutions to problems facing the Company and in identifying innovative opportunities that can benefit the Company and its shareholders.

Commitment—Directors should have commitment as demonstrated not only by attendance at Board meetings but by evident preparation and thoughtful participation in Board discussions, willingness to participate in urgent Board discussions on short notice, when applicable, and to be accessible to the Company's senior management and other Board members, as necessary, outside of Board meetings.

Diversity—The ability to provide different perspectives on issues presented to the Board. Diversity inclusive of race, gender, culture, thought and geography helps insure that different perspectives are presented.

        After the Nominating and Corporate Governance Committee has completed its evaluation, it presents its recommendation to the full Board for its consideration and approval. In presenting its recommendation, the Committee also reports on other candidates, if any, who were considered but not selected.

        Shareholders may nominate director nominees for consideration in accordance with the Company's Bylaws by writing to theAmeriCredit Corp., Attention: J. Michael May, Secretary, of the Company at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and providing, with respect to the nominee, all information required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and with respect to the shareholder making the nomination, the name and address of the shareholder, the class and number of shares of the Company which are beneficially owned by the shareholder and which are owned of record by the shareholder. In order to be considered by the Nominating and Corporate Governance Committee with respect to nominees for the 20082009 Annual Meeting of Shareholders, prospective nominee recommendations must be received by the Secretary no later thanbetween July 31, 2009 and August 26, 2008 and no earlier than July 27, 2008.30, 2009.

Policy on Attendance at Annual Meeting of StockholdersShareholders

        The Company does not have a stated policy, but encourages its directors to attend each annual meeting of shareholders. The Company may consider in the future whether it should adopt a more formal policy regarding director attendance at annual meetings. At the 20062007 Annual Meeting of Shareholders held on October 25, 2006, six of the seven2007, all directors were present and in attendance.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K promulgated by the SEC. No executive officer of the Company served during fiscal 2007,2008, or currently serves, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Company's Board or the Company's Compensation Committee.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Programs

        The Compensation Committee (the "Committee") of our Board of Directors is responsible for overseeing the establishment and implementation of our compensation policy and monitoring our compensation practices. The Committee ensures that the total compensation of our executive officers, specifically our CEO, is fair, reasonable and competitive. The Committee is directly responsible for reviewing and approving the corporate goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance in light of those goals and objectives, determining and approving the CEO's compensation based on that evaluation and approving equity-based compensation programs for our executive officers.

        The Company was adversely affected by external events in fiscal 2008, including weakened economic conditions that adversely impacted performance of the Company's automobile loan portfolio and unprecedented disruptions in the capital markets. These adverse events also materially affected the compensation payable to our executive officers in fiscal 2008. As described in greater detail below, (1) annual performance-based cash bonus awards were not paid for fiscal 2008 and (2) the fiscal 2008 performance criteria contained in the restricted stock units granted in prior years were not achieved, which resulted in none of such awards vesting in fiscal 2008. Moreover, the Committee decided to postpone making annual long-term incentive awards, traditionally made in May, in fiscal 2008 and to evaluate the program with the assistance of its compensation consultant. As a result, executive compensation paid to the Named Executive Officers in fiscal 2008 consisted solely of base salary.

Objectives of Compensation Programs

        Our compensation programs are designed to align compensation with business objectives and performance, enabling us to attract, retain and reward executive officers and other key employees who contribute to our long-term success and motivate executive officers to enhance long-term shareholder value. We also strive to design programs to position AmeriCredit competitively in the market and industries where the Company competes for talent. We recognize that compensation programs must be understandable to be effective and that program administration and decision-making must be fair and equitable. To meet these objectives,We also recognize that compensation programs, specifically incentive-based programs, must evolve to reflect changing economic conditions and capital markets dynamics that may adversely affect the principal components of executive compensation in fiscal year 2007, as in prior years, consisted of base salary, performance-based cash bonus awards and long-term equity incentive awards. For fiscal 2007, the equity incentive awards were primarilyCompany's overall performance, including what may be realistically achievable in the form of performance-based restricted stock units.future.

Role of the Compensation Committee

        TheDuring fiscal 2008, the Committee reviewsreviewed and approvesapproved all compensation programs (including equity compensation) applicable to our executive officers, our overall strategy for employee compensation, and the specific compensation of our CEO and other executive team members which includes the Named Executive Officers and Mr. Steven P. Bowman, the Company's Executive Vice President, Chief Credit and Risk Officer. In the course of this review, the Committee considersconsidered our current compensation programs and whether to modify them or introduce new programs or elements of compensation in order to better meet our overall compensation objectives. As a result of its fiscal 2006an extensive review of compensation programs conducted by the Committee beginning in March 2005, the Committee, assisted by a compensation consultant that reported directly to the Committee, decided to add performance-based restricted stock units as a part of the long-term compensation program for all employees who are at the level of executive vice president and above starting in May 2006.

        The Committee has the authority to select, retain and terminate special counsel and other experts (including compensation consultants), as the Committee deems appropriate. As discussed in more detail below, in March 2005, theThe Committee retained compensation consultants, who reported directly to the Committee.has not

utilized a compensation consultant since the review described above; however, the Committee has retained a compensation consultant for fiscal 2009.

Role of Executive Officers in Compensation Decisions

        While the Committee determines AmeriCredit's overall compensation philosophy and sets the compensation of our CEO, the other Named Executive Officers and Mr. Bowman, it relies on certain executive officers and compensation consultants, if retained by the Committee, to work within the compensation philosophy to make recommendations to the Committee with respect to compensation guidelines and specific compensation decisions. Our CEO also provides the Board and the Committee with his perspective on the performance of AmeriCredit's executive officers as part of the succession planning discussions.officers. Our CEO recommends to the Committee specific compensation amounts for executive officers other than himself, and the Committee considers those recommendations and makes the ultimate compensation decisions. Our CEO, CFO and other members of management regularly attend the Committee's meetings to provide perspectives on the competitive landscape and information regarding AmeriCredit's accomplishments as well as estimated future performance.

Role of Compensation Consultants

        As discussed above, the Committee retained Ernst & Young in March 2005 to, under the direction of the Committee, provide advice and resources to help develop our overall compensation strategy for fiscal 2006. As part of the engagement, the Committee directed the compensation consultants to work with the Vice President of Human Resources and other members of management to obtain information necessary for the consultants to evaluate management's input on compensation strategy and to formulate recommendations to the Committee. As part of its engagement, in 2005, Ernst & Young evaluated proposed performance goals under the Senior Executive Bonus Plan ("SEBP") and equity and cash compensation levels, which included an analysis of the Company's performance and that of the Company's specified peer group. To facilitate making external compensation comparisons, Ernst & Young provided the Committee with competitive market data by analyzing publicly disclosed documents of companies in the specified peer group.

        For fiscal 2007,2008, the Committee determined that it would not materially benefit from engaging an independent consultant. The Committee noted that whilehas engaged Ernst & Young to help evaluate an annual long-term incentive award program for the use of consultants can be beneficial,CEO and the Company's compensation strategyexecutive officers for fiscal 2007 was similar in all material respects to the structure and levels of compensation offered to the Company's officers in fiscal year 2006.2009.

Competitive Considerations

        In making decisions regarding each compensation element, the Committee considers the competitive market for executives and compensation levels provided by comparable companies with whom we compete for executive talent, principally consumer financial services firms and other automobile-related companies. The companies chosen for comparison may vary from one executive to the next, depending on the scope and nature of the business for which the particular executive is responsible. These businesses typically include BOK Financial Corporation, Capital One Financial Corporation, CarMax, Inc., CIT Group, Inc., Commerce Bancshares, Inc., Countrywide Financial Corporation,CompuCredit Corp., Cullen/Frost Bankers, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc. and Sonic Automotive, Inc. The Committee also looks to the salary information of other financial services companies in the United States whose annual revenues are comparable to ours and relies on salary surveys compiled by and purchased from compensation consultants and other providers of such data.

Executive Compensation Practices

        For fiscal 2007, the principal components of2008, executive compensation paid to the Named Executive Officers consisted solely of base salary, short-term incentive-based cash awards and long-term equity incentive awards.salary. Our executive officers were also provided certain perquisites, as described below, and were also eligible to participate in our health and benefits plans, retirement plans and our employee stock purchase plan, which are generally available to all

of our employees. In general, however, compensation of executive officers is weighted towards long-term equity incentives, as the Committee wants the CEO and the other executive officers to have a long-term perspective on the Company's affairs.

Base Salary

        Base salary is the fixed portion of executive pay and is set to reward individuals' current contributions to the Company and compensate them for their expected day-to-day performance. Our pay positioning strategy is to target annual base salary of the executive teamNamed Executive Officers as a whole at approximately the 75^th75th percentile levels of our peer group. For fiscal 2008, the annual base salary of the Named Executive Officers as a whole was slightly below the 75th percentile level of our peer group based upon reviews of publicly available information.

        Salaries are reviewed annually. The Committee reviews the base salary of the CEO. The CEO and the Committee review the base salarysalaries of the other executive team members, including the Named Executive Officers. Merit increases are based on the executive's management and leadership effectiveness over the performance period, as well as any changes in the competitive market for that executive's position.

        Our CEO's employment agreement, as amended and restated in November 2005, set his minimum base salary at $950,000. The Committee is free to set his salary at a higher level if it deems appropriate; however, the Committee gave particular attention to Mr. Berce's request that his salary not be raised in fiscal 2007.2008.

        In fiscal 2007,2008, Mr. Morris' base salary was not increased, also at his request. Base salaries of Messrs. Miller, Floyd and Choate were increased, effective September 28, 2006,October 1, 2007, in light of our accomplishments in the preceding fiscal year, which included our successful acquisitionthe Company's highest level of Bay View Acceptance Corporation together with improved credit results and growth in our automobile receivables portfolio. Innet income ever achieved during fiscal 2007, these2007. These base salaries were increased as follows:

Short-Term Incentive-Based Cash Awards

        The SEBP is designed to align executive compensation with annual performance and to enable AmeriCredit to attract, retain and reward participants who contribute to AmeriCredit's success and motivate them to enhance the value of AmeriCredit. The SEBP provides our Named Executive Officers and other officers the opportunity to earn annual short-term incentive-based cash awards based on the Company's achievement of financial and operational objectives and other factors that the Committee may establish. The Committee has the sole discretion of establishing a bonus plan for a given year and paying cash bonus awards after the end of the fiscal year. The SEBP is designed to qualify awards under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC"). The SEBP was adopted by the Committee in August 2004, approved by the Board in September 2004 and approved by the Company's shareholders at the 2004 Annual Meeting of Shareholders.

        The Committee considers management's recommendations regarding the annual bonus plan, including the performance measures and targets and associated cash payouts, at a meeting during the first quarter of the fiscal year, usually held in September. When establishing the bonus plan for a given year, the Committee (1) reviews overall Company performance goals for the year; (2) establishes performance measures based on business criteria and target levels of performance; (3) establishes a formula for

calculating a participant's award based on actual performance compared to pre-established performance goals; and (4) approves the target bonuses for SEBP participants who are senior officers, including the Named Executive Officers, expressed as a percentage of that individual's base salary. The Committee

completes its review and approval process for a new bonus plan withwithin the framework of Section 162(m) of the IRC, as discussed later in this report.

        At the Committee's first meeting after the end of the fiscal year, the Committee measures whether and to what extent the Company achieved the financial and operational performance goals for the year and whether other Company and individual objectives contributing to the amount of the bonus have been met. Furthermore, the Committee evaluates various factors to determine whether and to what extent it will exercise its discretion under the SEBP to award lesser or additional amounts. Finally, the Committee certifies the achievement of the performance goals and the actual cash bonus awards to be paid based on that evaluation.

Under the SEBP, for fiscal 2007, the Committee established the following financial and operating performance metrics:metrics for fiscal 2008: (1) EPS,earnings per share ("EPS"), (2) return on managed assets ("ROMA"), and (3) net credit losses, (4) originations volume, (5) origination expenses and (6) servicing expenses.return on equity ("ROE"). If EPS does not reach a certain amount, no cash bonus is paid regardless of the achievement of the other performance goals. Each metric has performance levels set at the threshold, target, superior and maximum levels.levels; however to achieve a specific level for EPS and ROMA, specific credit losses for that level must be reached. The metrics for EPS ROMA, net credit losses and originations volumeROMA were determined in relationship to expected improvements over the prior year's performance, taking into consideration changes in the automobile financing market and the Company's business model. Origination expenses and servicing expenses were new metrics for 2007. The target level for each metric was set consistent with the mid-range of the Company's guidance for EPS net credit losses and originations volume as disclosed by the Company on August 7, 2006. Our cash8, 2007. Cash incentives at the target level are calibrated to the 50th percentile of ourthe Company's peer group. If we exceed our target performance, the bonus amount at the "superior" level is then targeted at the 75th percentile of ourthe Company's peer group as the Committee wishes to provide increased rewards consistent with increased performance.

        Because disclosure of specific targets under the SEBP would give competitors insight into areas where AmeriCredit is focusing on credit mix, pricing execution, credit loss management and productivity and would impair AmeriCredit's ability to leverage these actions for competitive advantages, the Company will not disclose ourthe ROMA, origination expenseROE and servicing expense targets.credit loss targets utilized for fiscal 2008. These targets were set at aggressive levels to motivate high business performance and support attainment of longer-term financial objectives. These targets, individually or together, were designed to be challenging to attain. Knowledge of the targets could also be used by our competitors to take advantage of insight into specific areas to target the recruitment of key employees from AmeriCredit. In addition, disclosing the details of our origination expenses and servicing expenses provide confidential information we currently do not publicly disclose which would put at risk our ability to leverage our pricing and servicing competitiveness. Furthermore, our competitors do not publicly disclose their origination expenses and servicing expenses.

        We believe that a combination of financial and operational performance goals result in a more balanced approach to incenting executive performance. The twoTwo of the financial measures selected, EPS and ROMA, were chosen as performance measures because they are key metrics used by management to direct and measure the Company's business performance. Moreover, we believe that EPS measures are clearly understood by both our employees and shareholders, and that incremental EPS growth leads to the creation of long-term shareholder value. Since fiscal 2006, both short-term and long-term performance compensation programs employed by the Company have used EPS as a performance target. As such, a large percentage of Named Executive Officer cash and equity opportunities are tied to the achievement of EPS growth. In addition, measuring ROMA focuses our executives on the key components affecting the profitability of our automobile loan portfolio, such as executing loan pricing strategies, maintaining net interest margin and controlling credit losses and expenses. The 20072008 SEBP also ties the potential annual incentive awards to operational performance goals. Originations volumeROE measures the resultsprofitability of our transactionsnew loan originations during fiscal 2008 based on (i) actual loan pricing and fees, less forecasted losses, cost of funds, expenses and taxes and (ii) a fixed leverage factor consistent with automobile dealers, while origination expenses measure the efficienciesCompany's expectation of the capital requirements necessary to fund new loan originations. For new originations, ROE incentivizes pricing discipline and execution and responsiveness to changes in the sales, marketing and underwriting processes.cost of funds. Measuring net credit losses and servicing expenses reflect the Company's servicing and collection performance.

        For the executive team with company-wide responsibility, we give equal weight to EPS and ROMA targets and lesser weight to the operational performance goals.     Currently, the executive team includes the Named Executive Officers and Mr. Bowman. For other officers who are responsible for operational units, depending on position, we give different weight to operational performance goals. For the 2007fiscal 2008 SEBP, the Committee established the weighting of the performance metrics for the Named Executive Officers, as set out below:

        The bonus target amounts, expressed as a percentage of base salary, are established for the Named Executive Officers each year, with a target between 75% and 100% of base salary and a maximum bonus opportunity between 150% and 200%. As stated above, no bonuses are paid if we do not meet the minimum EPS goal regardless of the achievement of the other performance goals.

        In August 2007,2008, the Committee evaluated whether and to what extent wethe Company achieved the fiscal 20072008 financial and operational performance goals. ForThe Company failed to meet the minimum EPS goal under the fiscal 2008 SEBP. In fiscal 2008, the financial results for the Company and its peers were significantly impacted by the weakened economic environment which resulted in higher credit losses and loss provisioning. Consequently, the minimum EPS goal under the fiscal 2008 SEBP for fiscal 2007,was not met, and the Committee determined that (i)no cash bonus awards should be made under the targets for EPS, ROMA and originations volume were achieved at the maximum level; (ii) the targets for net credit losses and servicing expenses were achieved at the threshold level; and (iii) the threshold target for origination expenses was not met.fiscal 2008 SEBP. The Committee, however, upon a recommendation from the CEO, elected to reduce the payout percentage to the Named Executive Officers and Mr. Bowman to a level consistent with the payout percentage for other officers engaged in administrative and support functions.

        As a result of the Committee's determinations, each of the Named Executive Officers received the bonus award payments in August 2007 in the amounts reported in the Summary"Summary Compensation Table in the "Non-Equity Incentive Plan Compensation" column. These amounts represent the following percentages of the Named Executive Officers respective base salaries in fiscal 2007: 145% for Messrs. Morris and Berce and approximately 109% for each of Messrs. Miller, Floyd and Choate. Mr. Bowman also received a bonus award payment equal to approximately 109% of his base salary.Table" reflects this decision.

Long-Term Incentive Compensation

        We believe that a significant portion of compensation should be contingent on delivery of value to all shareholders. We believe that long-term compensation is a critical component of any executive compensation program because of the need to foster a long-term focus on the Company's financial results. Long-term compensation is an incentive tool that management and the Committee use to align the financial interests of officers to the creation of sustained shareholder value.

        In fiscal 2006, as described above, we restructured our long-term compensation program for employees who are at the level of executive vice president and above in order to create a stronger correlation between Company performance and long-term compensation. Specifically, we reduced our reliance on stock options by introducing a new element of equity compensation—grants of performance-based restricted stock units ("RSUs"). We believe the use of RSUs focuses executive officers' attention on multi-year financial goals, their individual contributions to the Company's success and stock price appreciation. As explained further below, we believe retention value is generatedcreated by the three-year performance-based cycle for vesting requirements of RSU grants and the holding period of the vested RSUs. The Company's deliberate move

away from the broad use of stock options to RSUs as a performance-motivating tool also reflects changes in market practice and the financial accounting treatment of share-based compensation.

        On May 1, 2007,In fiscal 2008, the Committee, madein light of the Company's performance and ongoing disruptions in the capital markets, decided to postpone making long-term incentive compensation awards to the Named Executive Officers, in the form of RSUs, for the fiscal 2008-2010 performance period. The target number of RSUs that may be earned by each of Messrs. Morris and Berce is 93,000 RSUs, and the target number of RSUs that may be earned by each of Messrs. Miller, Floyd and Choate is 46,500 RSUs. The actual number of RSUs that may ultimately vest can range from zero to approximately 130% of the initial target amount, depending on the Company's achievement of pre-established EPS targets over the fiscal 2008-2010 performance period. The fiscal 2008 EPS target approved by the Committee is consistent with earnings guidance publicly provided by the Company on April 30, 2007. The EPS target for fiscal 2009 and 2010 represent annual earnings growth of 10% or more. The threshold and maximum EPS levels are set at 20% above and below the target levels for each fiscal year target levels in the fiscal 2008-2010 performance period. The Committee must certify that these EPS targets were attained prior to any vesting of the RSUs. No RSUs will vest in a year in which the threshold EPS target is not met. Moreover, the agreements regarding the RSUs provide that the shares of Common Stock underlying the RSUs will not be distributable to the Named Executive Officer until the earliest to occur of: (i) five (5) years from the date of the grant, (ii) the date of a change in control (as defined in the Second Amended and Restated 2000 Limited Omnibus and Incentive Plan), (iii) the Named Executive Officer's death or disability, or (iv) the date of the Named Executive Officer's separation from employment.awards. The "Grants of Plan-Based Awards" table summarizesreflects this decision.

        The difficult environment for financial institutions that arose in fiscal 2008 will likely continue in fiscal 2009. This will require strong, motivated leadership to direct the RSUs grantedCompany through this uncertain period and necessitates that the Company retain its key executives. The Committee and our CEO discussed the need to retain its key executives that are critical to the Named Executive OfficersCompany. Following the Annual Meeting and assuming approval by shareholders of the 2008 Omnibus Incentive Plan, the Committee, with the assistance of its compensation consultant, will determine an appropriate level of long-term incentive compensation for executive officers for fiscal 2009, likely in fiscal 2007.the form of RSUs.

Employment Agreements

        The Company has employment agreements with each of Messrs. Morris, Berce, Miller, Floyd and Choate. For further discussion of these agreements, refer to "Executive Employment Agreements" below.

Retirement and Other Benefits

        We do not maintain a defined benefit retirement program or any supplement executive retirement plan ("SERP"). Instead, the Named Executive Officers and all other Company employees are eligible to participate in the Company's 401(k) Plan. The Named Executive Officers and certain other officers can also participate in the Company's non-qualified deferred compensation plan.

         401(k).    The Company maintains a 401(k) plan for all employees. The 401(k) plan is a tax-qualified savings plan pursuant to which all Company employees, including the Named Executive Officers can contribute a portion of their annual salary on a pre-tax basis to the 401(k) up to certain limits prescribed by the Internal Revenue Service. The Company will match 100% of the first 3% of contributed pay and 50% of the next 3% of contributed pay. All employee contributions to the 401(k) plan are fully vested upon contribution. Employees may select from among several mutual funds when investing their 401(k) account funds. Company matching contributions are typically made in Company Common Stock, vest over the first five years of an employee's service with the Company and are fully vested for employees who have five or more years of service. To the extent the employee is vested in the Company match, the employee may sell the Company stock and invest the proceeds in the 401(k) plan mutual funds.

         Non-Qualified Deferred Compensation Plan.    On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to non-qualified deferred compensation arrangements. The Company believes it is operating in good faith compliance with Section 409A of the IRC, which went into effect January 1, 2005. A more detailed discussion of the Company's non-qualified deferred compensation arrangements is provided under the heading "Non-Qualified Deferred Compensation" below.Compensation."

Stock Ownership Guidelines for Executive Officers

        The Board of Directors has adopted stock ownership guidelines that are designed to encourage the accumulation of the Company's stock within a reasonable time from the date of hire or promotion by its executive officers and to further align executive officers' interests with those of our shareholders. The guidelines stated asrequire that the executive officers, depending on their position, achieve a level of direct stock ownership with a valuation equal to a multiple of executives'their base salaries andsalary as set forth below; provided, however, that notwithstanding the minimumvaluation of the Company's shares at any given measurement date, the executive officers are not required to own a greater number of shares that must be owned by executive officers, are as follows:than reflected in the "Minimum Number of Shares To Be Directly Owned" column set forth below:

These guidelines, which were reviewed by the Committee in August 2008, are subject to periodic review to ensure that the levels are appropriate. Shares of the Company's stock directly owned by an executive officer and shares owned by an executive officer through the Company's 401(k) and employee stock purchase programsplan constitute qualifying ownership. Restricted stock units or restricted shares that have vested would also qualify. Stock options or stock appreciation rights are not counted towards compliance

with the guidelines. The Committee will review the progress of each executive officer toward compliance with the guidelines and, in the event an officer is not making satisfactory progress, the Committee may reduce prospective equity incentive grants to such officer. Presently, all of the Named Executive Officers except for Mr. Miller own more than the minimum number of shares necessary to comply with the stock ownership guidelines. Prior to fiscal 2007, Mr. Miller owned more than the minimum number of shares required by the guidelines but has fallen below the compliance level due to a disposition of shares in a divorce settlement.

Perquisites and Personal Benefits

        We provide various personal benefits to our Named Executive Officers which are generally provided by other companies and become an expected component of the overall remuneration for executive talent, including:

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Personal use of Company aircraft—Messrs. Morris and Berce are entitled to certain hours of use of the Company's aircraft for personal reasons in accordance with the Company's usage policy approved by the Board of Directors and pursuant to a signed dry lease agreement which is governed by FAA regulations. For each flight in excess of the allocated personal use flight hours, Messrs. Morris and Berce are required to reimburse the Company for operating costs associated with personal aircraft usage which are based on an hourly rate and include estimates for costs that are specifically defined by the FAA regulations pursuant to dry lease agreements. Personal use is treated as taxable compensation to Messrs. Morris and Berce to the extent the Internal Revenue Service valuation of the personal aircraft usage exceeds the payments pursuant to the dry lease agreement.



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City Club membership—provided to Mr. Berce for business dining purposes. Monthly dues are reimbursable, but expressly excluded are initiation fees, food service (unless business related) and general assessments.



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Accounting and legal services—provided to Messrs. Morris and Berce for professional accounting and/or legal services rendered personally to them.



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Medical reimbursements for annual health check—provided to Messrs. Morris and Berce.



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Additional life insurance policies—provided to Messrs. Berce, Miller, Floyd and Choate for executive term life insurance. In addition, the Committee has authorized the Company to reimburse

Mr. Berce annually for the future premium payments on a life insurance policy and the related federal income taxes.

Personal benefit amounts are not considered annual salary for bonus purposes, deferred compensation purposes, 401(k) contribution purposes or employee stock purchase programplan purposes.

        Attributed costs of the personal benefits for the Named Executive Officers for the year ended June 30, 20072008 are included in the "All Other Compensation" column of the Summary Compensation Table and the footnotes to that table.

TaxAccounting and AccountingTax Matters

Deductibility        Accounting and tax issues are explicitly considered in setting compensation policies, especially with regard to the Company's choice of Executive Compensationlong-term incentive grants. In the past, the Company chose to grant RSUs due in part to the fixed plan accounting treatment prescribed by Financial Accounting Standards Board Statement No. 123R,Share-Based Payment,("FAS 123R") for those awards. The expense per share granted is substantially fixed at grant although actual forfeitures that differ from estimates can cause adjustments. The Company's performance relative to the pre-set EPS targets is reviewed each reporting period. Any necessary adjustments are recognized prospectively, based on the remaining term over which the restrictions are expected to lapse.

        As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the IRC which provides that we may not deduct compensation of more than $1