Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2009, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Dollar Financial Corp., a Delaware corporation (the "Company"), approved the following actions:

Discretionary Bonus Awards

As a result of the Company meeting certain previously determined performance goals, the Committee approved discretionary cash bonus awards for the following named executive officers, to be paid on or about September 1, 2009.

Name: Randy Underwood
Title: Executive Vice President and Chief Financial Officer Award: $66,750

Name: Norman Miller
Title: Executive Vice President and Chief Operating Officer Award: $67,500

Name: Sydney Franchuk
Title: Executive Vice President and Chairman - National Money Mart Award: C$40,000 (1)
(1) The terms of Mr. Franchuk's award provide for a payment of $40,000 Canadian dollars, which, as of the date of the award, was equal to approximately US$36,404.

Name: Roy Hibberd
Title: Senior Vice President, General Counsel and Secretary Award: $26,250

Approval of Awards Under the 2010 Executive Long-Term Incentive Program

The Committee approved a 2010 Long-Term Incentive Program pursuant to which certain of its named executive officers are eligible to receive the following described award grants:

Grant of Stock Options

The Committee approved the grant of options (the "Options") to purchase an aggregate of 174,940 shares of common stock of the Company under the 2010 Long-Term Incentive Program to certain members of Company management and to the named executive officers set forth in the table below. The Options have an effective date of August 11, 2009, and will vest ratably on a quarterly basis over a three-year period beginning with the quarter ending September 30, 2009.

The Options granted included the following specified awards to the following named executive officers of the Company:

Norman Miller, Executive Vice President and Chief Operating Officer, 18,425 Randy Underwood,Executive Vice President and Chief Financial Officer, 18,425 Sydney Franchuk,Executive Vice President and Chairman - National Money Mart, 4,604
Roy Hibberd, Senior Vice President, General Counsel and Secretary, 4,604

Grant of Restricted Stock Units

The Committee approved the grant of an aggregate of 174,940 restricted stock units (the "RSUs") of the Company's common stock under the 2010 Long-Term Incentive Program to certain members of Company management and to the named executive officers set forth in the table below. The RSUs have an effective date of August 11, 2009, and will vest ratably on a quarterly basis over a three-year period beginning with the quarter ending September 30, 2009.

The RSUs granted included the following specified awards to the following named executive officers of the Company:

Norman Miller, Executive Vice President and Chief Operating Officer, 18,425 Randy Underwood,Executive Vice President and Chief Financial Officer, 18,425 Sydney Franchuk,Executive Vice President and Chairman - National Money Mart, 4,604
Roy Hibberd,Senior Vice President, General Counsel and Secretary, 4,604

Grant of Long-Term Incentive Cash Payments

The Committee approved long term incentive cash payments (the "2010 Long-Term Incentive Cash Payments") to certain members of Company management in the aggregate amount of $2,447,970 under the 2010 Long-Term Incentive Program and to the named executive officers set forth in the table below. The 2010 Long-Term Incentive Cash Payments will vest ratably on an annual basis over a three-year period if, and only if, the Company attains its fiscal year 2010 Consolidated EBITDA target and/or other strategic objectives as established by the Board. If such goals are attained, the vesting of the cash awards will begin on June 30, 2010.

The 2010 Long-Term Incentive Cash Payments included the following specified amounts to the following named executive officers of the Company:

Norman Miller, Executive Vice President and Chief Operating Officer, $257,950 Randy Underwood,Executive Vice President and Chief Financial Officer, $257,950 Sydney Franchuk,Executive Vice President and Chairman - National Money Mart, $64,453
Roy Hibberd, Senior Vice President, General Counsel and Secretary, $64,453

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