FINANCIAL FEDERAL CORPORATION 2001 MANAGEMENT INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AGREEMENTS AND TO REQUESTS TO CONVERT AND IRREVOCABLY DEFER RECEIPT OF VESTED RESTRICTED STOCK This Amendment, is made and entered into as of the 9th day of...

                     FINANCIAL FEDERAL CORPORATION
                    2001 MANAGEMENT INCENTIVE PLAN

               AMENDMENT TO RESTRICTED STOCK AGREEMENTS
  AND TO REQUESTS TO CONVERT AND IRREVOCABLY DEFER RECEIPT OF VESTED
                           RESTRICTED STOCK

     This  Amendment, is made and entered  into as of the  9th  day  of
December,  2008,  by  and  between Financial Federal  Corporation  (the
"Company")  and  Xxxx X. Xxxxxxxxxx (the "Participant") (together,  the
"Parties").

                         W I T N E S S E T H:

     WHEREAS,  the  Parties  previously entered into  Restricted  Stock
Agreements,  dated  March 1, 2002 and October 4,  2004  (together,  the
"Agreements"),  which  granted  shares  of  restricted  stock  to   the
Participant  under  the Financial Federal Corporation  2001  Management
Incentive Plan;

     WHEREAS,  the  Parties  previously entered into  two  Requests  to
Convert and Irrevocably Defer Receipt of Vested Restricted Stock,  each
of  which  were  dated February 26, 2003 (together,  the  "Requests  to
Defer");

     WHEREAS,  the  Requests  to  Defer  apply  to  certain  shares  of
restricted  stock  granted to the Participant  pursuant  to  Restricted
Stock  Agreements,  dated February 27, 2001 and March  1,  2002,  which
continue  to  remain  in  effect and govern the  terms  and  conditions
applicable to the Requests to Defer;

     WHEREAS,  for purposes of bringing the Agreements into  compliance
with  the  plan document requirements of Section 409A of  the  Internal
Revenue  Code  of  1986,  as  amended (the "Code"),  the  Parties  have
prepared this Amendment which must be adopted on or before December 31,
2008;

     WHEREAS,  the  Parties have prepared this protective Amendment  to
the  Requests to Defer for purposes of Section 409A of the Code,  which
must be adopted on or before December 31, 2008; and

     WHEREAS, pursuant to the terms of the Agreements that require  any
amendments thereto to be signed by the Participant and a member of  the
Company's  Board  of  Directors,  the  Parties  desire  to  adopt  this
Amendment for purposes of Section 409A of the Code.

     NOW, THEREFORE, the Parties hereto agree as follows:

     1.   Effective as of the date first written above, a new section is
hereby added immediately following the section entitled "Applicable
Law" in the Agreements to read as follows:

     "Compliance with Code Section 409A.

     To the extent this Agreement is subject to Code Section 409A, and
     notwithstanding any provision in the Agreement to the contrary, if
     upon your "separation from service" within the meaning of Code
     Section 409A, you are then a "specified employee" (as defined in
     Code Section 409A), then to the extent necessary to comply with
     Code Section 409A and avoid the imposition of taxes under Code
     Section 409A, the Company shall defer payment of "nonqualified
     deferred compensation" subject to Code Section 409A payable as a
     result of and within six (6) months following such separation from
     service under this Agreement until the earlier of (i) the first
     business day of the seventh month following your separation from
     service, or (ii) ten (10) days after the Company receives
     notification of your death.  Any such delayed payments shall be
     made without interest."

     2.   Effective as of the date first written above, a new paragraph is
added between the fifth and sixth paragraphs of the Requests to Defer
to read as follows:

     "To the extent this request is subject to Section 409A of the
     Internal Revenue Code of 1986, as amended ("409A"), and
     notwithstanding any provision in the request to the contrary, if
     upon the Participant's "separation from service" within the
     meaning of 409A, he is then a "specified employee" (as defined in
     409A), then to the extent necessary to comply with 409A and avoid
     the imposition of taxes under 409A, the Company shall defer
     payment of "nonqualified deferred compensation" subject to 409A
     payable as a result of and within six (6) months following such
     separation from service under this request until the earlier of
     (i) the first business day of the seventh month following the
     Participant's separation from service, or (ii) ten (10) days after
     the Company receives notification of the Participant's death.  Any
     such delayed payments shall be made without interest."

                               * * * * *

     IN  WITNESS WHEREOF, the Company has caused this Amendment  to  be
executed  by  a  member of its Board of Directors and  Participant  has
hereunto set his hand on the day and year first above written.


                              FINANCIAL FEDERAL CORPORATION


                              By:
                                   Xxxxxxx Xxxxxxxx
                                   Chairman, Executive Compensation and
                                   Stock Option Committee


                              PARTICIPANT

                              Xxxx X. Xxxxxxxxxx