<PAGE>



                          FINANCIAL FEDERAL CORPORATION

                  4 1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2005


         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED
TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.


<PAGE>



                          FINANCIAL FEDERAL CORPORATION

                  4-1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2005


No. R-__                                                  CUSIP NO. 317492 AC 0

U.S. $___________

         Financial Federal Corporation, a corporation duly organized and validly
existing under the laws of the State of Nevada (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of _______________ United States Dollars
($___________) on May 1, 2005, and to pay interest on said principal sum
semi-annually on May 1 and November 1 of each year, commencing November 1, 1998,
at the rate per annum specified in the title of this Note, accrued from the May
1 or November 1, as the case may be, next preceding the date of this Note to
which interest has been paid or duly provided for, unless the date of this Note
is a date to which interest has been paid or duly provided for, in which case
interest shall accrue from the date of this Note, or unless no interest has been
paid or duly provided for, in which case interest shall accrue from April 29,
1998, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any April 15 or
October 15, as the case may be, and before the following May 1 or November 1,
this Note shall bear interest from such May 1 or November 1, respectively;
provided however, that if the Company shall default in the payment of interest
due on such May 1 or November 1, then this Note shall bear interest from the
next preceding May 1 or November 1 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on this Note,
from April 29, 1998. The interest so payable on any May 1 or November 1 will be
paid to the person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the record date, which shall be the April
15 or October 15 (whether or not a Business Day) next preceding such May 1 or
November 1, respectively; provided that any such interest not punctually paid or
duly provided for shall be payable as provided in the Indenture. Payment of the
principal of and interest accrued on this Note shall be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or, at the option of the holder of this Note, at the
Corporate Trust Office, in such lawful money of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts; provided, however, that at the option of the Company, payment of
interest may be made by check mailed to the registered address of the person
entitled thereto; provided, further, that, with respect to any holder of Notes
with an aggregate principal amount equal to or in excess of $5,000,000, at the
request of such holder in writing to the Company, interest on such holder's
Notes shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by such holder from time
to time to the Trustee and paying agent (if different from Trustee) at least two
days prior to the applicable record date.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on, this Note to the
prior payment in full of all Senior Indebtedness as defined in the Indenture and

<PAGE>

provisions giving the holder of this Note the right to convert this Note into
Common Stock of the Company on the terms and subject to the limitations referred
to on the reverse hereof and as more fully specified in the Indenture. Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.

         This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State (without regard to the conflict of laws
provisions thereof).

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

Dated:  ____________________




                                    FINANCIAL FEDERAL CORPORATION
[Seal]


                                    By: _______________________________________
                                        Name:  Michael C. Palitz
                                        Title: Executive Vice President

                                    Attest:


                                    By: _______________________________________
                                        Name:  Troy H. Geisser
                                        Title: Senior Vice President, General
                                               Counsel and Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:  ____________________

This is one of the Notes described in the within-named Indenture.

THE FIRST NATIONAL BANK

OF CHICAGO, as Trustee



By: _______________________________
     Authorized Signatory



<PAGE>


[REVERSE OF NOTE]

                          FINANCIAL FEDERAL CORPORATION

                  4-1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2005


         This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4-1/2% Convertible Subordinated Notes due 2005 (herein called
the "Notes"), limited to the aggregate principal amount of $100,000,000
($115,000,000 if the over-allotment option is exercised in full) all issued or
to be issued under and pursuant to an Indenture dated as of April 15, 1998
(herein called the "Indenture"), between the Company and The First National Bank
of Chicago, as trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, or premium, if any, and accrued
interest on all Notes may be declared, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee in certain limited circumstances, without the consent of the holders of
the Notes, and in other circumstances, with the consent of the holders of not
less than a majority of the aggregate principal amount of the Notes at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided, however that no
such supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption or repurchase thereof, impair, or change in any respect
adverse to the holder of Notes, the obligation of the Company to repurchase any
Note at the option of the holder upon the happening of a Repurchase Event, or
impair or adversely affect the right of any Noteholder to institute suit for the
payment thereof, or change the currency in which the Notes are payable, or
impair or change in any respect adverse to the holders of the Notes, the right
to convert the Notes into Common Stock subject to the terms set forth in the
Indenture, including Section 15.6 thereof, or modify the provisions of the
Indenture with respect to the subordination of the Notes in a manner adverse to
the Noteholders, without the consent of the holder of each Note so affected or
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of all Notes then outstanding. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of the Notes, the
holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its consequences except a
default in the payment of interest or any premium, if any, on or the principal
of, any of the Notes when due or a failure by the Company to convert any Notes

<PAGE>

into Common Stock of the Company or a default in respect of a covenant or
provisions of the Indenture which under Article XI thereof cannot be modified or
amended without the consent of the holders of all Notes then outstanding. Any
such consent or waiver by the holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Note and any Notes which may be issued in
exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred or created, and this Note is issued subject to the
provisions of the Indenture with respect to such subordination. Each holder of
this Note, by accepting the same, agrees to and shall be bound by such
provisions and authorizes the Trustee on his behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney in fact for any and all such purpose.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.

         Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months compounded semi-annually.

         The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         The Notes will not be redeemable at the option of the Company prior to
May 4, 2001. At any time on or after such date and prior to maturity, the Notes
may be redeemed at the option of the Company as a whole, or from time to time in
part, upon mailing a notice of such redemption not less than 20 nor more than 60
days before the date fixed for redemption to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at the following
redemption prices (expressed as percentages of the principal amount), together
in each case with accrued interest to, but excluding, the date fixed for
redemption; provided that if a redemption date is an interest payment date, the
semi-annual interest payment becoming due on such date shall be payable to the
holder of record of this Note as of the relevant record date.

<PAGE>


         If redeemed during the 12-month period beginning May 1 (May 4, 2001
through April 30, 2002 in the case of the first such period):

--------------------------------------------------------------------------------
Year              Percentage             Year                  Percentage
--------------------------------------------------------------------------------
2001               102.571%              2003                   101.286%
--------------------------------------------------------------------------------
2002               101.929%              2004                   100.643%
--------------------------------------------------------------------------------

and 100% at May 1, 2005.

         The Notes are not subject to redemption through the operation of any
sinking fund.

         Upon the occurrence of a "Repurchase Event" at any time prior to May 1,
2005, the Noteholder has the right, at such holder's option, to require the
Company to repurchase all or any portion of such holder's Notes on the 40th
calendar day (or, if such 40th day is not a Business Day, the next succeeding
Business Day) after notice of such Repurchase Event at a price equal to 100% of
the principal amount of the Notes, together in each case with accrued interest
to the repurchase date; provided that if such repurchase date is May 1 or
November 1, then the interest payable on such date shall be paid to the holder
of record of the Note on the next preceding April 15 or October 15,
respectively. The Company or, at the request of the Company, the Trustee shall
mail to all holders of record of the Notes a notice of the occurrence of a
Repurchase Event and of the repurchase right arising as a result thereof on or
before 15 calendar days after the occurrence of such Repurchase Event. Payment
of the repurchase price may be made in shares of the Company's Common Stock
under certain circumstances, as provided in Section 16.3 of the Indenture.

         Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time following the date of original issuance of the
Notes and prior to the close of business on May 1, 2005, or, as to all or any
portion hereof called for redemption, prior to the close of business on the
Business Day next preceding the date fixed for redemption (unless the Company
shall default in payment due upon redemption), to convert the principal hereof
or any portion of such principal which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Company's
Common Stock, as said shares shall be constituted at the date of conversion,
obtained by dividing the principal amount of this Note or portion thereof to be
converted by the conversion price of $30.15625 or such conversion price as
adjusted from time to time as provided in the Indenture, upon surrender of this
Note, together with a conversion notice as provided in the Indenture and this
Note, to the Company at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, or at the option of
such holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the holder or by his duly authorized attorney. No adjustment in
respect of interest or dividends will be made upon any conversion; provided,
however, that if this Note shall be surrendered for conversion during the period
from the close of business on any record date for the payment of interest
through the close of business on the Business Day next preceding the following
interest payment date, this Note (unless such Note or portion thereof being
converted shall have been called for redemption pursuant to a redemption notice
mailed to the Noteholders in accordance with Section 3.2 of the Indenture) must
be accompanied by an amount, in funds acceptable to the Company, equal to the
interest otherwise payable on such interest payment date on the principal amount
being converted. No fractional shares of Common Stock will be issued upon any
conversion, but an adjustment in cash will be paid to the holder, as provided in

<PAGE>

the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Note or Notes for conversion.

         Any Notes called for redemption, unless surrendered for conversion on
or before the close of business on the date fixed for redemption, may be deemed
to be purchased from the holder of such Notes at an amount not less than the
applicable redemption price, together with accrued interest to the date fixed
for redemption, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Notes from the holders thereof and
convert them into Common Stock of the Company and to make payment for such Notes
as aforesaid to the Trustee in trust for such holders.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

         The Company, the Trustee, any authenticating agent, any paying agent,
any conversion agent and any Note registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any other conversion agent nor any
Note registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.

         No recourse for the payment of the principal of or any premium or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer, director
or subsidiary, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         Terms used in this Note and defined in the Indenture are used herein as
therein defined.



<PAGE>


ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT -
                                            Custodian ___ (Cust)  (Minor)___
                                            under Uniform Gifts to Minors Act

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with             ___________________________________
         right of survivorship                        (State)
         and not as tenants in
         common

                    Additional abbreviations may also be used
                          though not in the above list.



<PAGE>


                                CONVERSION NOTICE


To:      The First National Bank of Chicago

         The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion hereof (which is
$1,000 principal amount or an integral multiple thereof) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. Any amount required to be
paid to the undersigned on account of interest accompanies this Note.

Dated: ___________________________




                                        _______________________________________

                                        _______________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by an
                                        eligible Guarantor Institution (banks,
                                        stock brokers, savings and loan
                                        associations and credit unions) with
                                        membership in an approved signature
                                        guarantee medallion program pursuant to
                                        Securities and Exchange Commission Rule
                                        17Ad-15 if shares of Common Stock are to
                                        be issued, or Notes to be delivered,
                                        other than to and in the name of the
                                        registered holder.



                                        _______________________________________
                                        Signature Guarantee


<PAGE>


Fill in for registration of shares if to be issued, and Notes if to be
delivered, other than to and in the name of the registered holder:

__________________________________
(Name)


__________________________________
(Street Address)


__________________________________
(City, State and Zip Code)

Please print name and address



                                        Principal amount to be converted (if
                                        less than all): $____,000



                                        __________________________________
                                        Social Security or Other Taxpayer
                                        Identification Number



<PAGE>


                            OPTION TO ELECT REPAYMENT

                             UPON A REPURCHASE EVENT


To:      The First National Bank of Chicago

         The undersigned registered owner of this Note hereby acknowledges
receipt of a notice from Financial Federal Corporation (the "Company") as to the
occurrence of a Repurchase Event with respect to the Company and requests and
instructs the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 principal amount or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Note, together with accrued interest to such date, to the
registered holder hereof.

Dated: ___________________________




                                        _______________________________________
                                        Signature(s)

                                        _______________________________________
                                        Social Security or Other Taxpayer

                                        Identification Number

                                        Principal amount to be repaid (if less
                                            than all): $____,000

                                        NOTICE: The above signatures of the
                                            holder(s) hereof must correspond
                                            with the name as written upon the
                                            face of the Note in every particular
                                            without alteration or enlargement or
                                            any change whatever.


<PAGE>


                                   ASSIGNMENT


         For value received hereby sell(s), assign(s) and transfer(s) unto
____________________________ (Please insert social security or Taxpayer
Identification Number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ___________________________ attorney to transfer the
said Note on the books of the Company, with full power of substitution in the
premises.

         In connection with any transfer of the within Note occurring within two
years of the original issuance of such Note (unless such Note is being
transferred pursuant to a registration statement that has been declared
effective under the Securities Act), the undersigned confirms that such Note is
being transferred:

         [ ]      To Financial Federal Corporation or a subsidiary thereof; or

         [ ]      Pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

         [ ]      To an Institutional Accredited Investor pursuant to and in
                  compliance with the Securities Act of 1933, as amended; or

         [ ]      Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):



<PAGE>


         [ ]      The transferee is an Affiliate of the Company.


Dated: ___________________________




                                        _______________________________________

                                        _______________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by an
                                        eligible Guarantor Institution (banks,
                                        stock brokers, savings and loan
                                        associations and credit unions) with
                                        membership in an approved signature
                                        guarantee medallion program pursuant to
                                        Securities and Exchange Commission Rule
                                        17Ad-15 if shares of Common Stock are to
                                        be issued, or Notes to be delivered,
                                        other than to and in the name of the
                                        registered holder.



                                        _______________________________________
                                        Signature Guarantee


NOTICE: The signature on the conversion notice, the option to elect repurchase
upon a Repurchase Event or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.