FINANCIAL FEDERAL CORPORATION
     AMENDED AND RESTATED 1998 STOCK OPTION/RESTRICTED STOCK PLAN

                AMENDMENT TO RESTRICTED STOCK AGREEMENT

     This  Amendment, is made and entered  into as of the  9th  day  of
December,  2008,  by  and  between Financial Federal  Corporation  (the
"Company")   and  [INSERT  NAME  OF  PARTICIPANT]  (the  "Participant")
(together, the "Parties").

                         W I T N E S S E T H:

     WHEREAS,   the   Parties   entered  into  the   Restricted   Stock
Agreement(s)   referenced   on   Exhibit   A   attached   hereto   (the
"Agreement(s)") that previously granted restricted stock awards to  the
Participant  under  the  Financial  Federal  Corporation  Amended   and
Restated 1998 Stock Option/Restricted Stock Plan;

     WHEREAS, for purposes of bringing the Agreement(s) 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; and

     WHEREAS,  pursuant to the terms of the Agreement(s)  that  require
any  amendments  thereto  to  be signed  by  the  Participant  and  the
Company's  Chief Executive Officer, the Parties desire  to  adopt  this
Amendment in order to comply with Section 409A of the Code.

     NOW, THEREFORE, the Parties hereto agree as follows:

     Effective  as  of the date first written above, a new  section  is
hereby  added  immediately following the section  entitled  "Applicable
Law" in the Agreement(s) 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."


     IN  WITNESS WHEREOF, the Company has caused this Amendment  to  be
executed  by  its  Chief  Executive Officer  and  the  Participant  has
hereunto set his hand on the day and year first above written.


                              FINANCIAL FEDERAL CORPORATION

                              By:

                              Its: Chief Executive Officer


                              PARTICIPANT

                              [INSERT NAME OF PARTICIPANT]



                               EXHIBIT A

                     RESTRICTED STOCK AGREEMENT(S)

   DATE OF RESTRICTED STOCK         SHARES OF RESTRICTED STOCK
           AGREEMENT                         GRANTED