Directors' Retirement Benefit Plan

EXHIBIT 10.OO


GFC FINANCIAL CORPORATION


DIRECTOR'S RETIREMENT BENEFIT PLAN


The Board of Directors of GFC Financial Corporation ("Board"), having


determined that it is in the best interest of GFC Financial Corporation


("Company") to provide retirement benefits to certain Directors pursuant to


an unfunded plan, adopted, effective February 26, 1993, the GFC Financial


Corporation Directors' Retirement Benefit Plan ("Plan") set forth herein.


1. Eligibility: Any Director who is not now or has not been an employee


of the Company or any subsidiary thereof and who, on or after March 18,


1992, voluntarily or involuntarily ceases to be a member of the Board for


any reason shall be entitled to receive Annual Retirement Compensation for a


period equal to the lesser of his or her life or full Years of Service


("Service Period") commencing after such retirement, as described in


paragraph 2 and subject to the terms and conditions of the Plan; provided


that such Director does not serve as a Director, employee or consultant of


any business which is competitive in a substantial way with any business of


the Company or its subsidiaries without the prior written consent or


approval thereof by the Board and shall make himself or herself available


for consultation at reasonable times and places. No Annual Retirement


Compensation is payable under the Plan to an otherwise eligible Director


unless (i) such Director is at least age 62 upon his or her retirement from


the Board, and (ii) such Director has at least five (5) full Years of


Service. For the purposes of the Plan, a "Year of Service" equals the


initial full twelve (12) month period of the Director's service on the Board
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